TIDMADT
RNS Number : 7910V
AdEPT Technology Group PLC
11 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
11 APRIL 2023
RECOMMENDED 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 Effective
On 8 February 2023, the boards of AdEPT and Bidco announced that
they had reached agreement on the terms of a recommended all cash
acquisition pursuant to which Bidco will acquire the entire issued
and to be issued share capital of AdEPT (the "Acquisition"). The
Acquisition is to be effected by means of a Court-sanctioned scheme
of arrangement between AdEPT and relevant AdEPT Shareholders under
Part 26 of the Companies Act (the "Scheme"). On 22 February 2023,
AdEPT published and posted a circular in relation to the
Acquisition (the "Scheme Document").
Capitalised terms used in this announcement shall, unless
otherwise defined, have the meanings set out in Part Eight of the
Scheme Document.
Further to the announcement made by AdEPT on 5 April 2023 that
the Court had sanctioned the Scheme, AdEPT and Bidco are pleased to
announce that, following the delivery of a copy of the Court Order
to the Registrar of Companies earlier today, the Scheme has now
become Effective and, accordingly, Bidco is now the owner of all of
the Scheme Shares.
Settlement
Scheme Shareholders on the register at the Scheme Record Time,
being 6.00 p.m. on 6 April 2023, will receive 201 pence in cash for
each Scheme Share.
The latest date for the dispatch of cheques to Scheme
Shareholders and settlement through CREST for Consideration due
under the terms of the Scheme is 25 April 2023.
As a result of the Scheme having become Effective, share
certificates in respect of AdEPT Shares have ceased to be valid
evidence of title and entitlements to AdEPT Shares held in
uncertificated form in CREST have been cancelled.
Suspension and cancellation of admission to trading on AIM
Dealings in AdEPT Shares were suspended with effect from 7.30
a.m. today. An application has been made to the London Stock
Exchange for the cancellation of the admission to trading of the
AdEPT Shares on AIM, which is expected to take effect from 7.00
a.m. on 12 April 2023.
Director changes
As envisaged in the Scheme Document, each of the Non-Executive
AdEPT Directors has resigned as an AdEPT Director with effect from
the Scheme becoming Effective. Each of the AdEPT Executive
Directors has also resigned as an AdEPT Director with effect from
the Scheme becoming Effective. Emily Wise and Venetia Cooper have
been appointed as directors of AdEPT with effect from today.
Dealing disclosures
AdEPT 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.
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.
Other
All references to times in this announcement are to London
time.
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.
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END
SOAGRGDSUBBDGXB
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April 11, 2023 03:17 ET (07:17 GMT)
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