NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR
IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
30
May 2024
RECOMMENDED CASH
OFFER
for
FIREANGEL SAFETY TECHNOLOGY
GROUP PLC
by
INTELLIGENT SAFETY
ELECTRONICS PTE. LTD
SATISFACTION OF NSIA
CONDITION AND OFFER TIMETABLE RESUMPTION
On 2 November 2023, the Boards of
Intelligent Safety Electronics Pte. Ltd ("ISE") and FireAngel Safety Technology
Group plc ("FireAngel")
announced that the offer document (the "Offer Document") relating to the
recommended cash offer for the entire issued and to be issued share
capital of FireAngel, other than the FireAngel Shares already owned
or controlled by ISE, had been posted to FireAngel
Shareholders.
Capitalised terms in this
announcement, unless otherwise defined, have the same meanings as
set out in the Offer Document. All references to times in this
announcement are to London times, unless otherwise
stated.
As announced on 17 May 2024 (the "17
May Announcement") in respect of the NSIA Condition, the Secretary
of State gave notice of a final order in relation to the Offer
("Order"). The Order approved the Offer subject to the satisfaction
of certain conditions (the "Approval Conditions") the terms of
which are set out in the 17 May Announcement.
FireAngel and ISE have considered
the Approval Conditions and determined them to be reasonably
acceptable to them (as is specifically required in order for the
condition set out at paragraph 2.1 of Section A of Part 3 of the
Offer Document ("NSIA
Condition") to be satisfied).
Whilst the parties continue to work
towards satisfaction of the Approval Conditions, ISE and
Fireangel are pleased to
confirm that they now consider the NSIA
Condition to be
satisfied.
Resumption of Offer Timetable
On 8 December 2023, at the joint
request of ISE and FireAngel to the Panel, the timetable for the
Offer was suspended pursuant to Rule 31.4 of the Takeover Code, as
a result of the NSIA Condition not having been satisfied or waived
by 5.00 pm on 9 December 2023 (being, at that time, the second day
prior to Day
39).
FireAngel and ISE hereby confirm
that:
●
in accordance with Rule 31.4(b), the timetable for
the Offer shall resume with effect from today's date, which shall
therefore constitute the 28th day prior to Day 60; and
●
in accordance with Rule 31.4(d) of the Takeover
Code, the new Day 60 (referred to as the "Unconditional Date" in the Offer
Document) is 27 June 2024.
The Offer remains subject to a
number of other conditions set out in the Offer Document, in
particular the Acceptance Condition. Further announcements will be
made as required.
The requirement for ISE to make
announcements of acceptance levels under Rule 17.1(a)(i) of the
Code will now recommence.
Acceptance level update
In accordance with Rule 17 of the
Code, as at 6.00 p.m. (London time) on 29 May 2024
(being the last practicable date prior to
the date of this Announcement (the "Latest Practicable Date")),
valid acceptances of the Offer ("Valid Acceptances") had been received
in respect of a total of 125,520,604 FireAngel Shares, representing
approximately 41.51 per cent. of FireAngel's issued share
capital.
As previously announced on 24
November 2023, FireAngel received valid acceptances from all
FireAngel Directors in accordance with the FireAngel Directors'
irrevocable undertakings to ISE in respect of 13,754,611 FireAngel
Shares held by them (and persons connected with them) which
represent approximately 4.55 per cent. of the issued share capital
of FireAngel as at 29 May
2024 .
So far as ISE and FireAngel are
aware, none of these acceptances have been received from persons
acting in concert with ISE.
Interests in FireAngel Shares
As at the close of business on the
Latest Practicable Date, ISE had an interest in 52,777,257
FireAngel Shares, representing approximately 17.46 per cent. of the
FireAngel Shares in issue.
Save as disclosed in this
Announcement, as at the close of business on the Latest Practicable
Date, neither ISE nor, so far as ISE is aware, any person acting in
concert with ISE had:
(a) any interest in, or any
right to subscribe for, or any short position (whether conditional
or absolute and whether in the money or otherwise) in, including
any short position made under a derivative in relation to, or is
party to any agreement to sell or has any delivery obligation or
right to require another person to purchase or take delivery of,
any relevant FireAngel securities;
(b) any outstanding
irrevocable commitment or letter of intent with respect to any
relevant FireAngel securities; or
(c) borrowed or lent any
relevant FireAngel securities, save for any borrowed shares which
have either been on-lent or sold.
Acceptance Condition
As
at 6.00 pm on 29 May 2024, ISE may count 125,520,604 FireAngel
Shares, representing approximately 41.51 per cent. of
FireAngel's issued share capital towards the satisfaction of the
Acceptance Condition.
Therefore, taken together with
FireAngel Shares that it already holds, ISE, has acquired or agreed
to acquire pursuant to the Offer or otherwise 58.97 per cent. of
FireAngel Shares.
FireAngel Shareholders are reminded
that, as set out in the Offer Document, the Offer is subject to the
satisfaction of a number of Conditions (including, in particular,
the Acceptance Condition) which, as at the date of this
Announcement, remain outstanding.
Unconditional Date
The Offer will remain open for
acceptance until 1.00 p.m. on 27 June 2024, being the Unconditional
Date, unless the Unconditional Date is brought forward by ISE
publishing an Acceleration Statement in accordance with the
requirements of the Code and as further described in paragraphs 2.2
and 2.4 of Section C of Part 3 of the Offer Document.
Action to be taken
FireAngel Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible in accordance with the
procedures set out in paragraph 18 of Part 1 of the Offer
Document and, if you hold your FireAngel Shares in certificated
form, in the Form of Acceptance. Part 3 of the Offer Document and
the Form of Acceptance contain material information which may not
be summarised elsewhere in the Offer Document.
Your decision as to whether to
accept the Offer will depend upon your individual circumstances. If
you are in any doubt as to the action you should take, you should
seek your own independent financial advice.
FireAngel Shareholders who hold
their FireAngel Shares in certificated form should read the section
entitled "FireAngel shares held in certificated form (i.e. not in
CREST)" in paragraph 18 of Part 1 of the Offer Document together
with the Form of Acceptance and the provisions of Sections C and D
of Part 3 of the Offer Document. The instructions on the Form of
Acceptance are deemed to form part of the terms of the Offer.
FireAngel Shareholders who hold their FireAngel Shares in
uncertificated form (i.e. in CREST) should read the section
entitled "FireAngel shares held in uncertificated form (i.e. in
CREST)" set out in paragraph 18 of Part 1 of the Offer Document
together with the provisions of Sections C and E of Part 3 of the
Offer Document.
If you hold FireAngel Shares in both
certificated and uncertificated form, you should complete a Form of
Acceptance for the shares held in certificated form in accordance
with paragraph 18 of Part 1 of the Offer Document and the FireAngel
Shares held in uncertificated form should be dealt with in
accordance with paragraph 18 of Part 1 of the Offer
Document.
· To accept
the Offer in respect of FireAngel Shares in certificated form, you
must complete, sign and return the Form of Acceptance as soon as
possible and, in any event, so as to be received by the Receiving
Agent at Computershare Investor Services PLC at The Pavilions,
Bridgwater Road, Bristol BS99 6AH, not later than 1.00 p.m.
on 27 June 2024, unless the Unconditional Date is brought
forward by ISE publishing an Acceleration Statement in accordance
with the requirements of the Code and as further described in
paragraphs 2.2 and 2.4 of Section C of Part 3 of the Offer
Document.
· To accept
the Offer in respect of FireAngel Shares in uncertificated form,
acceptance should be made electronically through CREST so that the
TTE instruction settles not later than 1.00 p.m. on 27 June
2024, unless the Unconditional Date is brought forward by ISE
publishing an Acceleration Statement in accordance with the
requirements of the Code and as further described in paragraphs 2.2
and 2.4 of Section C of Part 3 of the Offer Document. If you
hold your FireAngel Shares as a CREST Sponsored Member, you should
refer acceptance of the Offer to your CREST Sponsor as only your
CREST Sponsor shall be able to send the necessary TTE instruction
to Euroclear.
Unless they validly elect otherwise,
each FireAngel Shareholder accepting the Offer who holds their
FireAngel Shares will receive the consideration payable to them
under the Offer in pounds sterling.
General
The percentages of ISE Shares
referred to in this Announcement are based on a figure of
302,321,822 FireAngel Shares in issue and admitted to trading on
the AIM market of the London Stock Exchange, of 2 pence each (with
no ordinary shares held in treasury).
Copies of this Announcement, the
Offer Document and the Form of Acceptance will be available free of
charge (subject to certain restrictions relating to persons in
Restricted Jurisdictions) on ISE's website at
http://www.intelligentse.com/?investor
and FireAngel's website at
www.fireangeltech.com until the end of the Offer Period. For the
avoidance of doubt, the content of ISE's website is not
incorporated into, and does not form part of, this
Announcement.
If you have any questions relating
to the procedure for acceptance of the Offer, please telephone the
Receiving Agent, Computershare Investor Services PLC on 0370 707
4040 (if calling from within the UK) or on +44 370 707 4040 (if
calling from outside the UK) or write to Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH.
Calls from outside the United Kingdom will be charged at the
applicable international rate. Lines are open 8.30 am to 5.30 pm
(London time) Monday to Friday. Calls may be recorded and randomly
monitored for security and training purposes.
Enquiries
FireAngel
Neil Radley, Chief Executive Officer / Adrian Wilding, Chief
Finance Officer
+44
24 7771 7700
PwC (Financial Adviser
to FireAngel)
Iain Reilly / Jon Raggett / Marcela Salgado
Escalante
+44
20 7583 5000
Shore Capital
(Nominated adviser and broker to FireAngel)
Tom
Griffiths / David Coaten / Tom Knibbs
+44
20 7408 4050
Houston (Financial PR to
FireAngel)
Kate Hoare / Kay Larsen / Ben Robinson
+44
20 4529 0549
ISE
Enquiries to be made via SPARK as set out
below.
SPARK Advisory Partners
Limited (Financial adviser to ISE)
Matt Davis / James Keeshan
+44 20 3368
3550
Important
Notices
SPARK Advisory Partners Limited ("SPARK"), which is regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial advisor to ISE and no one else in
connection with the matters referred to in this Announcement, and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the matters referred
to in this Announcement and is not, and will not be, responsible to
anyone other than ISE for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any transaction or arrangement referred to in this
Announcement. Neither SPARK nor any of its group undertakings or
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 SPARK in connection with this Announcement or any matter
referred to herein.
PricewaterhouseCoopers LLP ("PwC"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to FireAngel and for
no-one else in connection with the matters referred to in this
Announcement and will not be responsible to any person other than
FireAngel for providing the protections afforded to clients of PwC,
nor for providing advice in relation to the contents of this
Announcement. Neither PwC nor any of its members owes, accepts or
assume any duty of care, 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 PwC in
connection with the matters referred to in this Announcement, or
otherwise.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together "Shore Capital"), which are authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, are acting exclusively as nominated adviser and broker,
respectively, to FireAngel and for no-one else in connection with
the matters referred to in this Announcement and will not be
responsible to any person other than FireAngel for providing the
protections afforded to clients of Shore Capital, nor for providing
advice in relation to the contents of this Announcement. Neither
Shore Capital nor any of its members owes, accepts or assume any
duty of care, 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 Shore Capital in
connection with the matters referred to in this Announcement, or
otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law.
The Offer will be made solely by the Offer Document (together
with, in the case of FireAngel Shares in certificated form, the
Form of Acceptance, which contain the full terms and condition of
the Offer, including details of how the Offer may be accepted.
FireAngel Shareholders should carefully read the Offer Document
(and, if they hold their FireAngel Shares in certificated form, the
Form of Acceptance) in its entirety before making a decision with
respect to the Offer. Each FireAngel Shareholder is urged to
consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the
Offer.
Overseas
Shareholders
The Offer relates to securities in a company which is
registered in England and Wales, which is admitted to trading on
AIM and is subject to the disclosure requirements, rules and
practices applicable to such companies, which differ from those of
Restricted Jurisdictions in certain material respects. This
Announcement has been prepared for the purposes of complying with
English law, the AIM Rules for Companies, the Market Abuse
Regulation, the rules of London Stock Exchange 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.
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 who are subject to
the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable
requirements.
To
the fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any
person.
Copies of this Announcement and formal documentation relating
to the Offer shall not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States
or any other 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 the United States or any other Restricted
Jurisdiction. Doing so may render invalid any related purported
acceptance of the Offer.
Unless otherwise determined by the Code and permitted by
applicable law and regulation, the Offer may not be made, directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of the United States or any other
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities or
otherwise from within the United States or any other Restricted
Jurisdiction. Accordingly, copies of this Announcement, the Offer
Document, the Form of Acceptance and all other accompanying
documents relating to the Offer are not being, and must not be
directly or indirectly, mailed or otherwise distributed or sent in,
into or from the United States or any other Restricted
Jurisdiction. Persons receiving this Announcement, Offer Document,
the Form of Acceptance and all other accompanying documents
relating to the Offer (including, without limitation, custodians,
nominees and trustees) should observe these restrictions and
must not mail, otherwise forward, send, or distribute them in, into
or from the United States or any other Restricted Jurisdiction or
use such mails or any such means, instrumentality or facility for
any purpose directly or indirectly in connection with the Offer,
and doing so may render invalid any related purported acceptance of
the Offer.
Further details in relation to Overseas Shareholders shall be
contained in the Offer Document.
Forward Looking
Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by FireAngel, ISE or any
member of the Wider ISE Group contain statements which are, or may
be deemed to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which ISE and any member of the Wider ISE Group
operates now and in the future and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. The
forward-looking statements contained in this Announcement relate to
ISE, any member of the Wider ISE Group's future prospects,
developments and business strategies, the expected timing and scope
of the Offer and other statements other than historical facts. In
some cases, these forward looking statements can be identified by
the use of forward looking terminology, including the terms
"believes", "estimates", "will look to", "would look to", "plans",
"prepares", "anticipates", "expects", "is expected to", "is subject
to", "intends", "may", "will", "shall" or "should" or their
negatives or other variations or comparable terminology. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that
shall occur in the future. These events and circumstances include
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions prove incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward looking statements should therefore be
construed in the light of such factors.
Neither ISE or any member of the Wider ISE Group, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this document shall actually occur.
Given these risks and uncertainties, potential investors should not
place any reliance on forward looking statements. The forward
looking statements speak only at the date of this
Announcement
t. All
subsequent oral or written forward looking statements attributable
to any member of the Wider ISE Group, or any of their respective
associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement
above.
ISE and the Wider ISE Group expressly disclaim any obligation
to update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
Disclosure requirements of
the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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% 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 p.m. 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 Panel's website at http://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.
No offer or
solicitation
This announcement is for information purposes only and does
not constitute a prospectus or prospectus equivalent document. This
announcement is not intended to and does not constitute, or form
part of, any offer or invitation or the solicitation of any offer
to sell or purchase any securities or the solicitation of any offer
to otherwise acquire, subscribe for, sell or otherwise dispose of
any security pursuant to the Offer or otherwise. The Offer is made
solely by the Offer Document (together with, in the case of
FireAngel Shares in certificated form, the Form of Acceptance),
which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. FireAngel
Shareholders should carefully read the Offer Document (and, if they
hold their FireAngel Shares in certificated form, the Form of
Acceptance) in its entirety before making a decision with respect
to the Offer. Any decision in respect of, or other response to, the
Offer should be made only on the basis of the information in the
Offer Document and Form of Acceptance as
applicable.
Publication on Website and
Availability of Hard Copies
This Announcement, together with all information incorporated
into this document by reference to another source and the documents
required to be published pursuant to Rule 26 of the Code, shall be
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on ISE's website
at www.intelligentse.com/?investor and
FireAngel's website at www.fireangeltech.com by
no later than 12 noon (London time) on the Business Day following
this Announcement. For the avoidance of doubt, the contents of
these websites and any websites accessible via hyperlinks on these
websites are not incorporated into and do not form part of this
Announcement.
In
accordance with Rule 30.3 of the Code, FireAngel Shareholders and
persons with information rights may request a hard copy of this
Announcement and/or any information incorporated into this
Announcement by reference to another source by contacting the
Receiving Agent, Computershare Investor Services PLC on 0370 707
4040 or on +44 370 707 4040 if calling from overseas, or in writing
at Computershare, Corporate Actions, Bristol BS99 6AH. You may also
request that all future documents, announcements and information to
be sent to you in relation to the offer should be in hard copy
form. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate.
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 the 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.
Electronic
Communications
Please be aware that addresses, electronic addresses and
certain information provided by FireAngel Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from FireAngel may be provided to ISE during the
Offer Period as requested under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.