Hytera Communications Corp. Ltd. Offer Update (3868B)
April 03 2017 - 6:30AM
UK Regulatory
TIDMSEPU
RNS Number : 3868B
Hytera Communications Corp. Ltd.
03 April 2017
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 OF
SUCH JURISDICTION
For immediate release
3 April 2017
RECOMMENDED CASH OFFER
for
SEPURA PLC
by
Project Shortway Limited, a wholly-owned subsidiary of
HYTERA COMMUNICATIONS CORPORATION LIMITED
Update to letter of intent
On 16 January 2017 the board of Sepura plc published a circular
(the "Scheme Document") in relation to the recommended cash offer
by Project Shortway Limited (a wholly-owned subsidiary of Hytera
Communications Corporation Limited) for the entire issued and to be
issued ordinary share capital of Sepura (the "Acquisition"). The
Scheme Document disclosed that Alphagen Capital Limited had
provided Hytera with a letter of intent in favour of the
Acquisition in respect of 36,423,615 Sepura Shares (representing,
in aggregate, approximately 9.84 per cent. of the Sepura Shares in
issue as at 12 January 2017) (the "Letter of Intent").
Pursuant to the requirements of Rule 2.10, Hytera announces that
it has been informed that Alphagen Capital Limited is no longer
able to comply with the residual commitments in the Letter of
Intent following a transfer of the management of the relevant
Sepura Shares. Henderson Global Investors (Holdings) Limited
("Henderson") and Lombard Odier Asset Management (Europe) Limited
("Lombard Odier") have entered into an agreement whereby the
management of certain funds (including those listed in Schedule 2
of the Letter of Intent) have been transferred from affiliates of
Henderson to affiliates of Lombard Odier. Accordingly, Alphagen
Capital Limited is no longer able to comply with the residual
commitments set out in the Letter of Intent.
Unless stated otherwise, defined terms used in this announcement
have the meanings given in the Scheme Document.
Publication on website and availability of hard copies
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), free of charge, on Hytera's website at
www.hytera.com by no later than 12:00 noon on the Business Day
following this Announcement. Neither the contents of this website
nor the content of any other website accessible from hyperlinks on
such website is incorporated into, or forms part of, this
Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Smith Square Partners on +44 (0) 20 3696 7260. For
persons who receive a copy of this Announcement in electronic form
or via a website notification, a hard copy of this Announcement
will not be sent unless so requested. In accordance with Rule 30.3
of the Code, a person so entitled may also request that all future
documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm 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 per cent. 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, 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 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 Takeover 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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