TIDMTCM
RNS Number : 8909F
Telit Communications PLC
20 July 2021
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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 JULY 2021
INCREASED AND FINAL RECOMMED CASH OFFER
for
TELIT COMMUNICATIONS PLC ("TELIT")
by
TRIESTE ACQUISITIONS HOLDING LIMITED ("BIDCO")
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
INCREASED AND FINAL [1] RECOMMED OFFER FOR TELIT
Introduction
On 25 May 2021, the boards of Telit and Bidco announced the
terms of a recommended cash offer made by Bidco for the entire
issued and to be issued ordinary share capital of Telit other than
the Telit Shares held by funds managed by DBAY (the "Acquisition")
at a price of 220 pence in cash per share.
Capitalised terms defined in the Scheme Document have the same
meanings given in this announcement, a copy of which is available
on Telit's website at:
https://www.telit.com/about/investor-relations/possible-offers/
.
Increased and Final Recommended Cash Offer
The Telit Board welcomes the announcement by DBAY on 20 July
2021, in which it has increased its offer price to acquire the
entire issued and to be issued ordinary share capital of Telit to
229.5 pence in cash per Scheme Share and declared its offer final
(the "Increased Final Cash Offer").
The financial terms of the Increased Final Cash Offer are final
and will not be increased, except that Bidco reserves the right to
increase the amount of the offer price if there is an announcement
on or after the date of this announcement of an offer or a possible
offer for Telit by a third party offeror or potential offeror.
The Telit Board continues to believe that the Acquisition is in
the best interests of Telit shareholders as a whole, and
accordingly unanimously recommends that shareholders vote in favour
of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting due to be held on 28 July 2021.
The Telit Board refers to the Background and Reasons for its
recommendation set out in paragraph 4 of Part 1 of the Scheme
Document and in addition notes:
-- the Increased Final Cash Offer is at a material premium to
Telit's historical trading since the events of 2017. It is at a
70.8 per cent. premium to the volume weighted average price per
Telit Share to the 6 months to 2 November 2020 (being the last
Business Day before the Previous Offer Period began), a premium of
10.6 per cent. to the Closing Price on 17 March 2021 (being the
last Business Day before the Offer Period began) and a premium of
41.9 per cent. to the volume weighted average price per Telit Share
for the 12 months to 20 February 2020 (before the market decline in
the first quarter of 2020);
-- the Telit Board has been open to competing offers and
confirms that it is not currently in receipt of any approaches or
offers from any other party;
-- in the event the Increased Final Cash Offer is not
implemented, there is likely to be overhang on the Company's share
price as trading in the shares since the announcement of the
Acquisition has been supported by hedge funds. Accordingly, the
Increased Final Cash Offer represents an opportunity for Telit
Shareholders who want to realise their investment in Telit in cash
to do so at a price that may not be reflected in the market should
the Acquisition lapse; and
-- the Increased Final Cash Offer has been declared "final",
with no further increases to be made(1) .
Reconfirmation of unanimous recommendation regarding the
Acquisition and Increased Final Cash Offer
The Telit Directors, who have been so advised by Rothschild
& Co as to the financial terms of the Increased Final Cash
Offer, consider that the Increased Final Cash Offer undervalues
Telit and its longer-term prospects. In providing advice to the
Telit Directors as to the financial terms of the Increased Final
Cash Offer, Rothschild & Co has taken into account the
commercial assessments of the Telit Directors.
However, the Telit Directors have considered, a number of
factors in addition to value such as those set out in paragraph 4
of Part 1 of the Scheme Document and the ones outlined above, and
accordingly and after careful consideration, the Telit Directors
continue to believe that the Acquisition is in the best interests
of Telit Shareholders as a whole and recommend unanimously that
Telit Shareholders vote or procure votes in favour of the Scheme at
the Court Meeting and the Special Resolution to be proposed at the
General Meeting.
Alternative Offer
In relation to the Alternative Offer and for the reasons set out
in paragraph 4 of Part 1 of the Scheme Document, together with risk
factors and other investment considerations set out in paragraph 5
of Part 5 of the Scheme Document, the Telit Directors cannot form
an opinion as to whether or not the terms of the Alternative Offer
are fair and reasonable and reconfirm that they are not making any
recommendation or giving any advice to Scheme Shareholders as to
whether or not they should elect for the Alternative Offer. Scheme
Shareholders are strongly recommended to take into account the
disadvantages and advantages highlighted above, as well as their
individual circumstances, when deciding whether or not to elect for
the Alternative Offer in respect of their holding of Scheme
Shares.
The Telit Directors reconfirm their strong recommendation that,
in deciding whether or not to elect for the Alternative Offer, the
Telit Shareholders should take their own independent financial,
legal and tax advice and consider carefully the disadvantages and
advantages of electing for the Alternative Offer (including, but
not limited to, those set out in paragraph 5 of Part 5 of the
Scheme Document) in light of their own financial circumstances and
investment objectives.
Procedures for the Meetings and Forms of Proxy
As announced on 14 July 2021, the Court Meeting and the General
Meeting relating to the Scheme have been reconvened to be held on
28 July 2021 at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as
the Court Meeting concludes or is adjourned) respectively at the
offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place,
78 Cannon Street, London, EC4N 6AF. Forms of Proxy in respect of
the Court Meeting and the General Meeting should therefore now be
returned (in accordance with the instructions printed on them) to
Link Group, PXS 1, 10th Floor, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, United Kingdom so as to be received as soon
as possible and in any event not later than:
-- 10.00 a.m. on 26 July 2021 in respect of the Court Meeting;
and
-- 10.15 a.m. on 26 July 2021 in respect of the General
Meeting.
The Election Return Time to submit elections for the Alternative
Offer is 11:00 a.m. on 29 July 2021.
Telit Shareholders who have already submitted Forms of Proxy for
the Court Meeting and the General Meeting and do not wish to change
their voting instructions, need take no further action as their
Forms of Proxy will continue to be valid in respect of the Court
Meeting and the General Meeting.
Telit Shareholders who have submitted Forms of Proxy for the
Court Meeting and/or the General Meeting and who now wish to change
their voting instructions, should contact Link Group on +44 (0) 371
664 0321. Calls are charged at the standard geographic rate and
will vary by provider. Calls from outside of the United Kingdom
will be charged at the applicable international rate. Lines will be
open between 9:00 a.m. to 5:30 p.m., Monday to Friday excluding
public holidays in England and Wales. Link Group cannot provide
advice on the merits of the Acquisition nor give any financial,
legal or tax advice.
Telit Shareholders are also reminded that completion and return
of a Form of Proxy, or the appointment of a proxy electronically
using CREST, will not prevent them from voting at the Court Meeting
or the General Meeting either in person or via the Virtual Meeting
Platform. Please refer to the Scheme Document and the Virtual
Meeting Guide for further information.
Enquiries
Telit Communications PLC
Paolo Dal Pino, CEO Tel: +44 20 3289
Eyal Shefer, CFO 3831
Rothschild & Co (Financial adviser under Rule 3 of the Code
to Telit)
Warner Mandel/Pietro Franchi Tel: +44 20 7280
5000
FinnCap (Financial adviser, Nomad and broker to Telit)
Henrik Persson/Giles Rolls/Charlie Beeson Tel: +44 20 7220
(corporate finance) 0500
Tim Redfern/Richard Chambers (corporate
broking)
FinElk (Public relations adviser to Telit)
Robin Haddrill/Cornelia Schnepf Tel: +44 7387 108
998
Email: telit@finelk.eu
Important notices
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser under Rule 3 of the Code to Telit in connection with the
matters set out herein and for no one else and will not be
responsible to anyone other than Telit for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out herein. Neither Rothschild & Co
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild & Co in connection with any
statement contained herein, the Acquisition or otherwise.
FinnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Telit and for no one else
in connection with the subject matter of this announcement and will
not be responsible to anyone other than Telit for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Further information
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 pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy and Form of Election, which contain the
full terms and conditions of the Acquisition. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document. Telit
Shareholders are strongly advised to read the formal documentation
in relation to the Acquisition. Each Telit Shareholder is urged to
consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the
Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular the ability of persons who are not resident in the UK to
vote their Telit Shares at the Court Meeting or General Meeting, or
to appoint another person as proxy to vote at the Court Meeting or
General Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales, Market Abuse Regulation, AIM
Rules and the Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions
outside of England and Wales. Unless otherwise determined by Bidco
or required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made available directly or
indirectly in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by use of mail or any other means
or instrumentality (including, without limitation, facsimile, email
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction.
Copies of this announcement and any formal documentation
relating to the Acquisition will not be and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from any Restricted Jurisdiction or any jurisdiction
where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the
Acquisition.
Where Bidco believes that an election for the Alternative Offer
by any Scheme Shareholder may infringe applicable legal or
regulatory requirements, or may result in a requirement for a
registration under the securities laws of any Restricted
Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and
such Scheme Shareholder will instead receive the Increased Final
Cash Offer in respect of the Scheme Shares which were subject to
such an election in accordance with the terms of the
Acquisition.
Further details in relation to Telit Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the Exchange Act and is exempt from the
registration requirements of the Securities Act. Accordingly, the
Acquisition will be subject to disclosure requirements and
practices applicable in the UK and to schemes of arrangement under
the laws of England and Wales, which are different from the
disclosure and other requirements applicable to a US tender offer.
Neither the SEC, nor any securities commission of any state of the
United States, has approved or disapproved any offer, or comment
upon the adequacy or completeness of any of the information
contained in document. Any representation to the contrary is a
criminal offence in the United States.
Financial information relating to Telit included in this
announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
The Consideration Loan Notes, the Holdco Loan Notes and the
Consideration Shares to be issued pursuant to the Scheme under the
Alternative Offer may not be offered or sold in the United States
absent registration or an exemption from registration. No US offer
of such Consideration Loan Notes, the Holdco Loan Notes and the
Consideration Shares will be made in the United States. The
Consideration Loan Notes, the Holdco Loan Notes and the
Consideration Shares have not been and will not be registered under
the US Securities Act or under the relevant securities laws of any
state or territory or other jurisdiction of the United States and
will not be listed on any stock exchange in the United States, and
may not be offered, sold or delivered, directly or indirectly, in,
into or from the United States. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved of the Consideration Loan Notes, the Holdco
Loan Notes or the Consideration Shares or determined that this
announcement or the Scheme Document is accurate or complete. Any
representation to the contrary is a criminal offence.
Telit Shareholders located or resident in the United States or
who are otherwise US Persons will not be permitted to elect receipt
of the Consideration Loan Notes pursuant to the Alternative Offer,
and any purported election to receive Consideration Loan Notes
pursuant to the Alternative Offer by Telit Shareholders from the
United States, or which, at the sole discretion of Bidco, appear to
be made in respect of Telit Shares beneficially held by persons
located or resident in the United States or who otherwise appear to
be US Persons will not be accepted. Accordingly, Telit Shareholders
located or resident in the United States or who are otherwise US
Persons will receive cash pursuant to the Scheme, and no
Consideration Loan Notes will be issued to any such Telit
Shareholder.
By electing receipt of the Consideration Loan Notes pursuant to
the Alternative Offer, Telit Shareholders will be deemed to
represent and warrant, on behalf of themselves and any person on
whose behalf they beneficially hold their Telit Shares, that they:
(i) are not located or resident in the United States or otherwise a
US Person; and (ii) are not electing receipt of Telit Shares
pursuant to the Alternative Offer with a view to, or for offer or
sale of Consideration Loan Notes in connection with, any
distribution thereof (within the meaning of the Securities Act) in
the United States or to US Persons.
The receipt of cash consideration pursuant to the Increased
Final Cash Offer by a US holder of Telit Shares as consideration
for the transfer of its Scheme Shares pursuant to the Scheme may be
a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax
laws. Each US holder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him, her or it.
It may be difficult for US holders of Telit Shares to enforce
their rights and any claims they may have arising under US Federal
securities laws in connection with the Acquisition, since Telit is
organised under the laws of a country other than the United States,
and some or all of its officers and directors may be residents of
countries other than the United States, and most of the assets of
Telit are located outside of the United States. US holders of Telit
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US Federal securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's jurisdiction
or judgment.
The Acquisition may, in the circumstances provided for in the
Scheme Document, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If Bidco exercises, with the
consent of the Takeover Panel and subject to the terms of the
Co-operation Agreement, its right to implement the Acquisition by
way of a Takeover Offer, such Takeover Offer will be made in
compliance with applicable US tender offer and US Federal
securities laws and regulations, including the exemptions
therefrom. In accordance with normal UK practice and pursuant to
rule 14e-5(b) of the Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may, from time to time, make certain
purchases of, or arrangements to purchase, Telit Shares outside of
the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition becomes effective, lapses or is
otherwise withdrawn, in compliance with applicable law, including
the Exchange Act. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed, as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Forward-looking statements
This announcement, oral statements made regarding the
Acquisition, and other information published by Bidco and Telit
contain statements which are, or may be deemed to be,
"forward-looking statements" with respect to Bidco or Telit. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often (but not always) use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Bidco or Telit and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the
business of Bidco or Telit.
Although Bidco and Telit believe that the expectations reflected
in such forward-looking statements are reasonable, Bidco and Telit
can give no assurance that such expectations will prove to be
correct. These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as at the date hereof. All subsequent
oral or written forward-looking statements attributable to Bidco or
Telit or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Should one or
more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this announcement. Bidco and
Telit expressly disclaim any intention or obligation to update
publicly or revise forward-looking or other statements contained in
this announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.
No profit forecasts or estimates
Nothing in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Bidco, the Bidco Group, Telit or the Telit Group except where
otherwise stated.
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: (a) the offeree company; and (b) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code 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 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: (a) the offeree company; and (b) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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 of the Code.
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 of
the Code).
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.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Telit's website at
https://www.telit.com/about/investor-relations/possible-offers/ .
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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments.
Source of information and bases of calculation
Unless otherwise stated, all prices for Telit Shares have been
derived from the AIM Appendix to the Daily Official List and
represent Closing Prices on the relevant date(s).
Volume-weighted average prices (VWAP) have been derived from
Bloomberg and have been rounded to the nearest single decimal
place.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under Financial Services and Markets Act
2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial
adviser.
[1] Bidco reserves the right to increase the offer price if
there is an announcement on or after the date of this announcement
of an offer or a possible offer for Telit by a third party offeror
or potential offeror
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END
RSPEAKXEAASFEFA
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