TIDMSEPU
RNS Number : 5632R
Hytera Communications Corp. Ltd.
12 December 2016
12 December 2016
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
This is an announcement falling under Rule 2.4 of the UK City
Code on Takeovers and Mergers (the "Code"). It does not represent
an announcement of a firm intention to make an offer under Rule 2.7
of the Code. Accordingly, there can be no certainty that an offer
will be made.
Hytera Communications Corporation Limited
Possible offer for Sepura plc
The below statement (as translated from Mandarin language to
English language) was made by Hytera Communications Corporation
Limited ("Hytera" or the "Company") on the Shenzhen Stock Exchange
(the "SZSE"), as required by applicable SZSE rules (the "SZSE
Announcement"):
"Special alert:
Positive discussions are still continuing between the Company
and Sepura plc (hereinafter referred to as "Sepura") in respect of
a possible offer for the entire issued and to be issued share
capital of Sepura (hereinafter referred to as the "Matter"). If the
Company finally makes a formal offer, it is expected to constitute
a material contract. If the Matter makes further substantial
progress, the Company will timely release relevant information.
The Company hereby confirms that the deadline for any
announcement to make a formal offer (hereinafter referred to as
"the Firm Intention") has further been extended to 5 pm, 16
December 2016 (London Time). This deadline may be extended with the
consent of the UK Panel on Takeovers and Mergers.
According to the financial reports published by Sepura for the
most recent full year and half-year for the year from 28 March 2015
to 1 April 2016 and for the period from 2 April 2016 to 30
September 2016, respectively, which are prepared in accordance with
the International Financial Reporting Standards approved by the
European Union, Sepura's net profit attributable to parent company
for the most recent full year and half-year is EUR10.85 million
(loss) (equivalent to approximately RMB79 million) and EUR61.95
million (loss) (equivalent to approximately RMB453 million),
respectively.
Whether the Company will make a formal offer is subject to
significant uncertainties.
If the Company finally makes a formal offer which is currently
subject to significant uncertainties, the effectiveness and
implementation of the Matter will be subject to the approvals by
the board and shareholders of both parties as well as a range of
regulatory approvals which involve significant uncertainties.
The Company reminds its investors that they should fully
understand the stock market risks and the risks disclosed above and
to enhance their risk awareness and conduct prudent decision-making
and rational investment.
(I) Announcement of Sepura
On 9 December 2016 (London Time), Sepura issued an announcement
entitled "Further Extension of PUSU Deadline" in relation to the
Matter. A summary of the announcement is set out below:
1. On 4 November 2016 (London Time), Sepura announced that it
was in preliminary talks with Hytera regarding a possible offer for
the entire issued and to be issued share capital of Sepura. On 30
November 2016 (London Time), the Company announced that the
deadline for the Firm Intention in accordance with the relevant
provisions of the UK City Code on Takeovers and Mergers (the
"Code"), had been extended to 5 pm, 9 December 2016 (London
Time).
2. Positive discussions are still continuing between Sepura and
Hytera in respect of the Matter but there can be no certainty that
any formal offer will be forthcoming.
3. The Board of Sepura has requested that the UK Panel on
Takeovers and Mergers extend the PUSU deadline again. In light of
the request, another extension has been granted by the UK Panel on
Takeovers and Mergers in accordance with the Code such that Hytera
is required to announce its Firm Intention by not later than 5 pm,
16 December 2016 (London Time). This deadline may be extended with
the consent of the UK Panel on Takeovers and Mergers.
4. A further announcement will be made by Sepura when
appropriate. This announcement is being made with the prior
approval of Hytera.
(II) Status update for the Matter
The Company confirms the matters disclosed in Sepura's
announcement as stated above. As at the date of this announcement,
positive discussions in relation to the Matter and the relevant due
diligence work continue to progress.
As at the date hereof, the Company has not yet decided to make
any formal offer.
The Company solemnly reminds its investors to pay attention to
the following: The media designated by the Company for information
disclosure are Securities Times, Shanghai Securities News,
Securities Daily and http://www.cninfo.com.cn. All the information
of the Company disclosed in the above designated media shall
prevail.
The Company will release information on a timely basis and in
strict compliance with the relevant laws and regulations. Investors
are reminded to invest rationally and beware of investment
risks."
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available subject to certain restrictions
relating to persons resident in restricted jurisdictions on
Hytera's website (www.hytera.com) no later than 12 noon (London
time) on 13 December 2016.
The content of Hytera's website referred to in this announcement
is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFDGCBDDRDBBGLD
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