TIDMSAG TIDMFST
RNS Number : 7556F
Science Group PLC
17 July 2019
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 such
jurisdiction
FOR IMMEDIATE RELEASE
17 July 2019
CASH OFFER
by
SCIENCE GROUP PLC
(Science Group)
for
FRONTIER SMART TECHNOLOGIES GROUP LIMITED
(Frontier)
Offer unconditional as to acceptances
Extension of Offer
1. Introduction
It was announced on 1 July 2019 that Science Group would make an
offer (the Offer) to acquire the entire issued and to be issued
share capital of Frontier at a price of 35 pence per Frontier
Share. On 2 July 2019, Science Group published an offer document
setting out the full terms and conditions of the Offer (the Offer
Document).
Science Group made its first formal approach, which included an
indicative offer, to the board of Frontier (the Frontier Board) on
8 May 2019. Despite repeated attempts by Science Group to engage
with the Frontier Board over the past ten weeks, the Frontier Board
has consistently elected not to cooperate with Science Group.
2. Level of acceptances
As at 5.00 p.m. (London time) on 16 July 2019, Science Group had
acquired 15,349,754 Frontier Shares through on market purchases,
including through the Panmure Gordon Trading Facility, representing
approximately 37.7 per cent. of the voting rights of Frontier.
As at 1.00 p.m. (London time) on 16 July 2019, Science Group had
received valid acceptances of the Offer in respect of 1,269,399
Frontier Shares, representing approximately 3.1 per cent. of the
voting rights of Frontier.
Therefore as at 5.00 p.m. (London time) on 16 July 2019, Science
Group was interested in, in aggregate, 16,619,153 Frontier Shares
representing approximately 40.8 per cent. of the voting rights of
Frontier.
3. Offer unconditional as to acceptances
As the largest shareholder in Frontier with a shareholding of
40.8 per cent., Science Group considers that there is a high
probability that Science Group would succeed in effecting change
through a vote on an ordinary resolution, or opposing change
through a vote on either an ordinary or special resolution, at a
General Meeting of Frontier Shareholders, should that be
required.
(Science Group notes that the Memorandum and Articles of
Association on the Investor Pages of the Frontier website are not
the current Articles, as approved on 14 May 2019 at the Annual
General Meeting of Frontier.)
As a result, the board of Science Group is pleased to announce
that it has decided to waive the Acceptance Condition, in
accordance with the Offer Document and to declare the Offer
unconditional as to acceptances.
Further details are set out below.
4. Extension of Offer
The Offer, which remains subject to the terms and conditions set
out in the Offer Document (save for condition (a)), will remain
open for acceptances until 1.00 p.m. (London time) on 19 July 2019
(the Extended Closing Date).
The Panmure Gordon Trading Facility will also remain open until
1.00 p.m. (London time) on the Extended Closing Date.
Both the Offer and the Panmure Gordon Trading Facility will
close at 1.00 p.m. on the Extended Closing Date and will not be
further extended. Thereafter, Frontier Shareholders should note
that the Offer will not be open for acceptance and, whilst Science
Group may at its discretion make purchases of Frontier Shares in
the market, it is not required to make purchases at the Offer
Price.
Science Group reminds Frontier Shareholders that since Science
Group's interest was first announced on 20 May 2019, no other offer
for Frontier has been made publicly by any party. The only offer
made for Frontier is Science Group's Offer at 35 pence per Frontier
Share which represents:
(a) a premium of 137.3 per cent. to the closing mid-market share
price of Frontier on 17 May 2019 of 14.75 pence per share, being
the last trading day prior to the announcement of Science Group's
approach to Frontier; and
(b) a premium of 161.6 per cent. to the closing mid-market share
price of Frontier on 9 May 2019 of 13.4 pence per share, being the
date of the trading update issued by the board of directors of
Frontier.
Frontier Shareholders who have yet to accept the Offer should be
aware that if they fail to do so by the Extended Closing Date, the
Offer will be closed and they will not be entitled to receive any
consideration for their Frontier Shares in respect of the
Offer.
5. Action to be taken
Science Group encourages Frontier Shareholders to accept the
Offer, or sell their Frontier Shares through the Panmure Gordon
Trading Facility, as soon as possible and in any event prior to 19
July 2019.
6. Next steps
Science Group reminds Frontier Shareholders that Frontier is
incorporated in the Cayman Islands and therefore the UK City Code
on Takeovers and Mergers (the City Code) does not apply to
Frontier. Although the Frontier Board (in its various forms) has
had ample opportunity over the past 14 years (including the current
board at the most recent Annual General Meeting in May 2019) to
change the jurisdiction of incorporation of Frontier, it has
consistently elected not to do so. As a consequence, Science Group
is not restricted from buying further Frontier Shares at any price
following the Extended Closing Date, nor do any other provisions or
constraints of the City Code apply.
The Offer Document sets out the intentions of Science Group
following the Offer becoming wholly unconditional, which includes
the possible execution of a statutory merger in accordance with
Cayman Islands Companies Law (the Statutory Merger) and
cancellation of the admission to trading of Frontier Shares on AIM
(the Delisting). Science Group does not, at the present time,
support changing the jurisdiction of incorporation of Frontier
except through the Statutory Merger proposed in the Offer.
In the event that Science Group does not acquire sufficient
Frontier Shares or voting rights of Frontier, or sufficient support
from other Frontier Shareholders, to enable the Statutory Merger
and Delisting to proceed, Frontier Shareholders should understand
that share trading liquidity in Frontier may be severely limited.
Science Group may provide some exit liquidity after the Extended
Closing Date for Frontier Shareholders by buying further Frontier
Shares but such purchases are not required to be made at the Offer
Price.
According to reported Frontier shareholding information, with
40.8% of the voting shares, Science Group is the largest
shareholder in Frontier. Science Group will be seeking changes to
the Frontier Board to reflect the transformation of the Frontier
shareholder base resulting from Science Group's substantial
shareholding. Thereafter, the strategy of Frontier will be
evaluated. Science Group continues to believe in the fundamental
opportunities and capabilities within Frontier and considers the
Frontier employees to be a key strength of the company. This
strategy review may or may not include the possibility of
arm's-length cooperation with parts of Science Group.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document.
- Ends -
For further information:
Science Group plc
Martyn Ratcliffe, Chairman Tel: +44 (0) 1223 875
Rebecca Archer, Finance Director 200
Sarah Cole, Company Secretary
Panmure Gordon (UK) Limited
Dominic Morley / Alina Vaskina (Corporate Tel: +44 (0) 20 7886
Finance) 2500
Erik Anderson (Corporate Broking)
MHP Tel: +44 (0) 20 3128
Reg Hoare 8793
IMPORTANT NOTICES
Panmure Gordon (UK) Limited is acting exclusively for Science
Group and for no one else in relation to the matters described in
this announcement and is not advising any other person and
accordingly will not be responsible to anyone other than Science
Group for providing the protections afforded to the customers of
Panmure Gordon (UK) Limited or for providing advice in relation to
the matters described in this announcement.
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice. If you are
in any doubt about the Offer or the contents of this announcement,
you should consult your own legal, financial and/or tax adviser for
legal, business, financial and/or tax advice.
Further information
This announcement is not intended to, and does not, constitute
or form part of any 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, pursuant to the Offer or
otherwise. The Offer is made solely by means of the Offer Document
and the Form of Acceptance accompanying the Offer Document, which
contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any response to the Offer
should be made only on the basis of information contained in those
documents. Frontier Shareholders are advised to read the formal
documentation in relation to the Offer carefully.
This announcement has been prepared for the purposes of
complying with English law and the AIM Rules 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 and regulations of any jurisdiction outside the United
Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement
and/or any accompanying documents (in whole or in part) in
jurisdictions other than the United Kingdom or the United States
may be restricted by law and therefore any persons who are subject
to the laws of any jurisdiction other than the United Kingdom or
the United States should inform themselves about, and observe, any
applicable restrictions and legal and regulatory requirements.
Frontier Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the
relevant jurisdiction without delay. Any failure to comply with
such restrictions and/or requirements may constitute a violation of
the securities laws of any such jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the AIM Rules 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 Offer is subject to the applicable requirements of English
Law, the AIM Rules and the FCA. Frontier is not subject to the City
Code or any requirements of the Panel.
Unless otherwise determined by Science Group, and permitted by
applicable law and regulation, the Offer is not and will not be
made available, directly or indirectly, in or into or from, or by
the use of mails or any means or instrumentality (including, but
not limited to, facsimile, 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 any
Restricted Jurisdiction and the Offer is not and will not be
capable of acceptance by any such use, means, instrumentality or
facilities or from or within any Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including any custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in or
into or from any Restricted Jurisdiction. Any person (including any
custodian, nominee or trustee) who has a contractual or legal
obligation, or may otherwise intend, to forward this announcement
and/or any other related document to a jurisdiction outside the
United Kingdom or the United States should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdiction and must not mail, send or otherwise forward or
distribute them in, into or from any Restricted Jurisdiction. Doing
so may render any purported acceptance of the Offer invalid.
Notes to U.S. holders of Frontier Shares
The Offer is made in the United States pursuant to Section 14(e)
of, and Regulation 14E under, the US Exchange Act, subject to the
exemptions provided by Rule 14d-1(c) and otherwise in accordance
with the requirements of English law. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.
The Offer is made for the securities of a Cayman
Islands-incorporated company with its shares admitted to trading on
AIM. The Offer is subject to AIM Rule disclosure requirements,
which are different from certain United States disclosure
requirements. The financial information on Frontier included in
this announcement has been extracted from Frontier financial
statements which are stated by Frontier to have been prepared in
accordance with IFRS and may therefore 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 receipt of cash pursuant to the Offer by a US holder of
Frontier Shares 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 Frontier Shareholder is urged to
consult his or her independent professional adviser immediately
regarding the tax consequences of accepting the Offer. Furthermore,
the payment and settlement procedure with respect to the Offer will
differ from the United States payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
The Offer is made (including in the United States) by Science
Group and no one else. None of Panmure Gordon nor any of its
affiliates is making the Offer in or outside the United States.
It may be difficult for US holders of Frontier Shares to enforce
their rights and any claim arising out of US federal securities
laws, since Science Group is incorporated under the laws of England
and Frontier is incorporated under the laws of the Cayman Islands
and some or all of their officers and directors are residents of
non-US jurisdictions. In addition, most of the assets of Science
Group and Frontier are located outside the United States. US
holders of Frontier 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
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire securities in the
United States. No offer to acquire securities or to exchange
securities for other securities has been made, or will be made,
directly or indirectly, in or into, or by the use of the mails of,
or by any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than: (i) in accordance with the tender offer
requirements under the US Exchange Act, or the securities laws of
such other country, as the case may be; or (ii) pursuant to an
available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
passed comment upon the fairness or merits of the Offer or passed
comment upon the adequacy or completeness of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
To the extent permitted by applicable law, in accordance with
normal UK market practice, Science Group or its nominees or brokers
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities in Frontier, other than pursuant to the Offer,
at any time prior to completion of the Offer (including, without
limitation, under the Panmure Gordon Trading Facility). These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any such
purchases, or arrangements to purchase, will comply with all
applicable UK and Cayman Island rules, the AIM Rules and Rule 14e-5
under the US Exchange Act to the extent applicable. In addition, in
accordance with, and to the extent permitted by normal UK market
practice, Panmure Gordon and its affiliates will continue to act as
exempt principal traders in Frontier Shares on AIM and engage in
certain other purchasing activities consistent with their
respective normal and usual practice and applicable law. To the
extent required by the applicable law, any information about such
purchases will be disclosed on a next day basis to a Regulatory
Information Service including the Regulatory News Service on the
London Stock Exchange website, www.londonstockexchange.com. To the
extent that such information is made public in the United Kingdom,
this information will also be deemed to be publicly disclosed in
the United States.
Cautionary note regarding forward-looking statements
This announcement contains statements about Science Group and
Frontier which are, or may be deemed to be, "forward-looking
statements" and which are prospective in nature. All statements
other than statements of historical fact included in this
announcement may be forward-looking statements. They are based on
current expectations and projections about future events, and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"predicts", "intends", "anticipates", "believes", "targets",
"aims", "projects", "future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations.
These forward-looking statements are not guarantees of future
financial performance and have not been reviewed by the auditors of
Science Group or Frontier. Such forward-looking statements involve
known and unknown risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from
those projected or implied in any forward looking statements. Due
to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward-looking statements, which speak only
as of the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Science Group or any of
its members, directors, officers or employees or any persons acting
on its behalf are expressly qualified in their entirety by the
cautionary statement above. Science Group disclaims any obligation
to update any forward-looking or other statements contained herein,
except as required by applicable law.
No member of Science Group, nor any of its associates,
directors, officers, employees or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur.
Other than in accordance with its legal or regulatory
obligations, Science Group is not under any obligation and Science
Group expressly disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
All subsequent oral or written forward-looking statements
attributable to Science Group, or any of its associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
No profit forecasts or estimates
No statement in, or referred to in, this announcement or
incorporated by reference into this announcement is intended as or
shall be deemed to be a profit forecast or estimate for any period.
No statement in, or referred to in, this announcement or
incorporated by reference into this announcement should be
interpreted to mean that cash flow from operations, free cash flow,
earnings or earnings per share for Frontier, Science Group or the
Enlarged Group (as applicable) for the current or future financial
years would necessarily match or exceed the historic published cash
flow from operations, free cash flow, earnings or earnings per
share for Frontier, Science Group or the Enlarged Group (as
applicable).
Publication on website and availability of hard copies
A copy of this announcement will be available free of charge
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Science Group's website at
www.sciencegroup.com as soon as reasonably practicable following
the date of publication of this announcement.
Save as expressly referred to in this announcement, neither the
contents of Science Group's website (nor the contents of any
website accessible from hyperlinks on Science Group's website) are
incorporated into, or form part of, this announcement.
No Representations
No adviser, dealer, salesperson or other person is authorised by
Science Group to give any information or to make any
representations with respect to the Offer other than such
information or representations contained in this announcement and,
if given or made, such information or representations must not be
relied upon as having been authorised by Science Group.
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.
Definitions
Unless otherwise stated, defined terms used in this announcement
shall have the same meaning given to them as in the Offer
Document.
Time
All times shown in this announcement are London times, unless
otherwise stated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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