Science Group PLC Investment in Frontier Smart Technologies Grp Ltd (5391F)
July 15 2019 - 5:00AM
UK Regulatory
TIDMSAG
RNS Number : 5391F
Science Group PLC
15 July 2019
15 July 2019
Science Group plc
Investment in Frontier Smart Technologies Group Limited
("Frontier")
Science Group plc ("Science Group") notes the announcement by
Frontier today. Science Group disagrees with the background set out
by Frontier in its announcements today and on Friday 12 July 2019.
It is disappointing that the board of Frontier has consistently
failed to respect customary confidentiality of dialogue and has
repeatedly ignored the conditions attached to proposals made by
Science Group.
Science Group reiterates that its Offer is the only offer for
Frontier - as announced on 1 July and posted to Frontier
Shareholders on 2 July 2019, at a price of 35 pence per share.
Science Group was willing to consider an increase to the Offer
price subject to certain conditions. The discussions last week were
suspended when Frontier changed its position in relation to the
restructuring of the Frontier Board and suspending the joint
venture discussions. After Science Group suspended the talks,
Frontier reverted to the original terms of the agreement.
Unfortunately, time had been lost and there were, and remain,
substantive issues outstanding. Science Group again attempted to
encourage the board of Frontier to engage on Friday evening to try
to resolve matters over the weekend, subject to certain conditions
and resolution of all outstanding items, but received no response
until Sunday evening.
Since 8 May 2019, Science Group has sought to constructively
engage with Frontier. Despite the substantial deterioration in
operating performance and the share price decline in excess of 90%
(January 2018 to 9 May 2019), the board of Frontier has
consistently rejected Science Group's approach.
Due to Frontier's position, which Science Group consider to be
extremely disappointing and not in the best interests of Frontier's
shareholders, customers or employees, Science Group now declares
unequivocally that it will not increase the Offer.
At 12 July 2019, Science Group owns the equivalent of 36.6% of
the voting share capital of Frontier. The closing date for the
Science Group Offer is Tuesday 16 July 2019. At the present time,
unless the Offer is declared unconditional as to acceptances,
Science Group does not anticipate extending the Offer, nor the
Panmure Gordon Trading Facility, but retains the option to do so if
considered appropriate at the sole discretion of the Science Group
Board.
Science Group encourages Frontier Shareholders to accept the
Science Group Offer, or sell their shares through the Panmure
Gordon Trading Facility, as soon as possible and in any event prior
to the closing date of 1.00 p.m. on Tuesday 16 July 2019.
With regard to the future strategy, Science Group will set out
its intentions following the Offer closing. Science Group's
strategic review, released on 24 January 2019, provides Science
Group with a range of options, not all of which would require the
statutory merger to be effected. However, as the largest
shareholder in Frontier, in any event Science Group would
anticipate seeking changes to the board of Frontier.
Finally, while the board of Frontier (in its various forms) had
ample opportunity over the past 14 years, including the current
board at the most recent Annual General Meeting in April 2019, to
change the domicile of Frontier, it consistently elected not to do
so. As a result, Frontier is not within the jurisdiction of the UK
City Code on Takeovers and Mergers ("City Code") and the provisions
and constraints within the City Code do not apply to Frontier.
- Ends -
For further information:
Science Group plc
Martyn Ratcliffe, Chairman Tel: +44 (0) 1223 875
Sarah Cole, Company Secretary 200
Panmure Gordon (UK) Limited
Dominic Morley / Alina Vaskina (Nominated Tel: +44 (0) 20 7886
Adviser) 2500
Erik Anderson (Corporate Broking)
MHP Tel: +44 (0) 20 3128
Reg Hoare 8793
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGCGDRIUBBGCU
(END) Dow Jones Newswires
July 15, 2019 06:00 ET (10:00 GMT)
Science (LSE:SAG)
Historical Stock Chart
From Apr 2024 to May 2024
Science (LSE:SAG)
Historical Stock Chart
From May 2023 to May 2024