TIDMADT
RNS Number : 6808V
AdEPT Technology Group PLC
06 April 2023
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
6 APRIL 2023
RECOMMED CASH ACQUISITION
OF
ADEPT TECHNOLOGY GROUP PLC ("AdEPT" )
BY
THETIS BIDCO LIMITED ("BIDCO")
a member of the Wavenet Group
to be effected by means of a Court-sanctioned scheme of
arrangement
under Part 26 of the Companies Act 2006 ("Scheme")
Rule 2.9 Announcement
Following the announcement made on 5 April 2023 by AdEPT and
Bidco, AdEPT confirms that 10,000 ordinary shares of 10 pence each
in the share capital of AdEPT ("AdEPT Shares") have today been
allotted and issued by AdEPT to satisfy the exercise of certain
share options ("Option Shares") in connection with the Scheme. The
Option Shares have today been admitted to trading on AIM
("Admission").
Following the Admission and allotment of the Option Shares, and
in accordance with Rule 2.9 of the City Code on Takeovers and
Mergers, the Company confirms that the Company's total issued share
capital is 25,039,957 AdEPT Shares. The Company does not hold any
shares in treasury. Therefore, the total number of voting rights in
the Company is 25,039,957. T he International Securities
Identification Number for AdEPT Shares is GB00B0WY3Y47.
Shareholder Helpline
If you are an AdEPT Shareholder and you have any questions
relating to this announcement, please contact Computershare on 0370
889 3192. Lines are open between 8:30 a.m. and 5:30 p.m. Monday to
Friday (excluding English and Welsh public holidays). Calls will be
charged at the applicable national or international rates as the
case may be. Different charges may apply to calls from mobile
telephones. Please note that calls may be monitored or recorded and
Computershare cannot provide legal, tax or financial advice or
advice on the merits of the Acquisition or the Scheme.
Enquiries
AdEPT Technology Group plc
Ian Fishwick (Chairman) +44 (0)34 4557
Phil Race (Chief Executive Officer) 7200
Houlihan Lokey UK Limited
(Financial Adviser and Joint Rule 3 Adviser
to AdEPT)
James Craven
Tim Richardson +44 (0)20 7839
Declan O'Connor 3355
Singer Capital Markets Advisory LLP
(Nominated Adviser, Joint Rule 3 Adviser and
Broker to AdEPT)
Shaun Dobson
Alaina Wong +44 (0)20 7496
Sandy Fraser 3000
Belvedere Communications
(Public Relations Adviser to AdEPT) +44 (0)20 3008
Cat Valentine 6864
Wavenet and Bidco
Bill Dawson (Chief Executive Officer) +44 (0)121 794
Venetia Cooper (Chief Financial Officer) 1415
Cardean Bell Ltd
(Financial Adviser to Bidco)
Peter Bell +44 (0)20 3982
Michael Shaw 5035
MarchHarvey Ltd
(Financial Adviser to Bidco) +44 (0)20 7289
Oliver Levy 8121
Cripps LLP is acting as legal adviser to AdEPT.
Travers Smith LLP is acting as legal adviser to Bidco.
Important notices
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as financial adviser to AdEPT and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than AdEPT for providing the protections afforded
to clients of Houlihan Lokey for providing advice in relation to
the Acquisition, the contents of this announcement or any other
matters referred to in this announcement. Neither Houlihan Lokey
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 Houlihan Lokey in connection with this
announcement, any statement contained herein or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively as financial adviser to AdEPT and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than AdEPT for providing the protections afforded
to clients of Singer Capital Markets for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matters referred to in this announcement. Neither Singer
Capital Markets 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 Singer Capital Markets in connection
with this announcement, any statement contained herein or
otherwise.
Cardean Bell Ltd ("Cardean Bell"), which is an Appointed
Representative of Sturgeon Ventures LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
("FCA"), is acting as financial adviser to Bidco and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Bidco for providing the protections afforded
to clients of Cardean Bell in relation to the Acquisition, the
contents of this announcement or any other matters referred to in
this announcement. Neither Cardean Bell 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 Cardean
Bell in connection with this announcement, any statement contained
herein or otherwise.
MarchHarvey Ltd ("March Harvey"), which is an Appointed
Representative of Kroll Securities Ltd, which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Bidco and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of March Harvey
in relation to the Acquisition, the contents of this announcement
or any other matters referred to in this announcement. Neither
March Harvey 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 March Harvey in connection with this
announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale, issuance or
exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Acquisition
will be made solely by means of the Scheme Document or any document
by which the Acquisition is made which will contain the full terms
and Conditions of the Acquisition.
This announcement has been prepared for the purpose of complying
with English law 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 the United Kingdom.
Each AdEPT Shareholder is advised to consult its independent
professional adviser regarding the tax consequences to it (or to
its beneficial owners) of the Acquisition.
Overseas jurisdictions
This announcement has been prepared in accordance with and for
the purpose of complying with the laws of England and Wales, the
Code, the AIM Rules, and the Market Abuse Regulation (EU 596/2014)
(which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018) and 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 and Wales.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons into whose possession
this Announcement comes should inform themselves of, and observe,
such restrictions. Further details in relation to the Overseas
AdEPT Shareholders are contained in the Scheme Document. Any
failure to comply with any such 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.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall 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
Scheme by any such means from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Acquisition to AdEPT Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements. 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.
The Acquisition shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the FCA, the AIM
Rules and the Registrar of Companies.
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 (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
(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 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 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 on website and hard copies
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on AdEPT's website at
https://documents.adept.co.uk/wavenet-acquisition and Wavenet
Limited's website at https://uk.wavenetuk.com/offer-for-adept by no
later than 12.00 p.m. on the Business Day following this
announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
AdEPT Shareholders may request a hard copy of this announcement
by contacting Computershare during business hours on 0370 889 3192
. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 8:30 a.m. and
5:30 p.m. Monday to Friday (excluding English and Welsh public
holidays). Calls will be charged at the applicable national or
international rates as the case may be. Different charges may apply
to calls from mobile telephones. Please note that calls may be
monitored or recorded and Computershare cannot provide legal, tax
or financial advice or advice on the merits of the Acquisition or
the Scheme. AdEPT Shareholders 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. If an
AdEPT Shareholder has received this announcement in electronic
form, hard copies of this announcement and any document or
information incorporated by reference into this announcement will
not be provided unless such a request is made.
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 or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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END
RTTNKABBQBKDKQK
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