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RNS Number : 2556K
Telit Communications PLC
31 August 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
FOR IMMEDIATE RELEASE
31 August 2021
RECOMMENDED INCREASED FINAL 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
Scheme of Arrangement becomes effective
On 18 June 2021, the boards of Telit and Bidco, announced that
they had reached an agreement on the terms of a recommended cash
offer made by Bidco for the entire issued and to be issued and to
be issued ordinary share capital of Telit by Bidco other than the
Telit Shares held by funds managed by DBAY (the "Acquisition"), to
be implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
On 26 August 2021 Telit announced that the Court sanctioned the
Scheme to effect the Acquisition. Telit is pleased to announce that
the Scheme has now become Effective in accordance with its terms,
following the delivery of the Court Order to the Registrar of
Companies earlier today.
Settlement of Consideration
Under the terms of the Scheme, subject to any valid election for
the Alternative Offer, holders of Scheme Shares on the register of
members of Telit at the Scheme Record Time (6:00 p.m. (London time)
on 27 August 2021) will be entitled to receive 229.5 pence for each
Scheme Share held.
Suspension and cancellation of listing and trading
Dealings in Telit Shares were suspended with effect from 7.30
a.m. (London time) today, 31 August 2021. Applications have been
made to the London Stock Exchange in relation to the cancellation
of the admission to trading of Telit Shares on the AIM market of
the London Stock Exchange, which is expected to take place at 7.30
a.m. (London time) tomorrow, 1 September 2021.
Board changes
As the Scheme has now become Effective, Telit announces that
Simon Duffy, Gil Sharon, Anthony Dixon, Marco Patuano, Harald Rosch
and Yang Yuxiang have tendered their resignations as directors of
Telit and will step down from the Board of Telit effective from
today's date. Telit further announces that Michael Haxby and Julian
Addison have consented to act as directors of Telit and will be
appointed to the Board of Telit effective from today's date.
Dealing disclosures
The Company is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document, a copy of which is available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Telit's website at:
https://www.telit.com/about/investor-relations/possible-offers/
.
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/Charlie Beeson (corporate Tel: +44 20 7220
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 the Scheme
Document, 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 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.
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END
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August 31, 2021 09:12 ET (13:12 GMT)
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