TIDMMTEC TIDMNWKI
RNS Number : 2495J
Matchtech Group PLC
02 April 2015
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 OF
SUCH JURISDICTION
For immediate release
2 April 2015, 7.00am
Recommended Acquisition
of
NETWORKERS INTERNATIONAL PLC
by
MATCHTECH GROUP PLC
(effected by means of a scheme of arrangement under Part 26 of
the Companies Act)
COMPLETION OF ACQUISITION AND ADMISSION TO TRADING OF NEW
MATCHTECH SHARES
On 28 January 2015, the Boards of Matchtech Group plc
("Matchtech" or the "Company") and Networkers International plc
("Networkers") announced that they had reached agreement on the
terms of a recommended acquisition by which the entire issued and
to be issued share capital of Networkers would be acquired by
Matchtech, by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act (the "Scheme"). Following Court
approvals the Scheme became effective in accordance with its terms
on 1 April 2015.
As consideration under the Scheme, the Company has issued and
allotted 0.063256 New Matchtech Shares for every 1 Scheme Share
held by Networkers Shareholders on the Networkers register at 6.00
p.m. on 31 March 2015. Accordingly, application has been made to
the London Stock Exchange for the 5,439,189 New Matchtech Shares to
be admitted to trading on AIM, with admission expected to take
place at 8.00 a.m. today.
The New Matchtech Shares will be credited to CREST accounts as
soon as possible after 8.00 a.m. today. Definitive certificates for
the New Matchtech Shares will be despatched and the cash
consideration due under the terms of the Scheme will be settled no
later than 16 April 2015.
Following admission of the New Matchtech Shares, the Company's
total issued share capital will comprise 30,406,006 ordinary shares
of 1p each. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the securities of the Company under the Financial
Conduct Authority's Disclosure and Transparency Rules.
Terms and expressions used in this Announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Scheme Document dated 12 February 2015.
Further details of the full timetable for completion of the
Offer are included in the Scheme Document. Copies of the Scheme
Document are available (subject to any applicable restrictions with
respect to persons resident in Restricted Jurisdictions) on the
Company's website at www.matchtechgroupplc.co.uk.
Brian Wilkinson, Chief Executive Officer of Matchtech, said:
"There are significant market opportunities for us as a
specialist recruiter, of considerable scale and operating
internationally. These are driven by the increasing convergence of
Engineering, Technology and Telecoms skill sets, as well as the
global demand for talent.
"Following the completion of the acquisition of Networkers, we
are a significantly enhanced Group. We can now accelerate the
delivery of our strategy, bringing together two complementary
businesses that are leading market players in their own right.
Furthermore, there is a clear appreciation, from management, staff
and customers alike, of the benefits that come from combining
candidate bases, expertise and geographical footprints.
"The new Executive Management Board is excited to now push ahead
with plans to integrate the businesses. This will provide a greater
client and candidate experience, while also delivering on our
strategy to become the market leading specialist recruiter in
engineering, telecoms and technology for the benefit of our
employees and shareholders. All of this provides the Group with a
strong platform for future growth."
Enquiries:
Matchtech Group plc Tel: +44 (0) 1489 898989
Brian Wilkinson
Tony Dyer
Numis Tel: +44(0) 20 7260 1000
(Financial Adviser, NOMAD and Broker to
Matchtech)
Michael Meade
James Serjeant
Kevin Cruickshank
Newgate Tel: +44(0) 20 7680 6524
(PR adviser to Matchtech)
Andrew Jones
Rob Newman
Ed Treadwell
DISCLAIMER
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
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 of England.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Persons who are in any doubt regarding
such matters should consult an appropriate independent adviser in
the relevant jurisdiction without delay.
Persons who are not resident in the United Kingdom or who are
subject to laws of any jurisdiction other than the United Kingdom,
should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Scheme disclaim any responsibility and liability for the
violation of such restrictions by any person.
Copies of this Announcement and all other documentation relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded or distributed in, into
or from a Restricted Jurisdiction and persons receiving this
Announcement (including custodians, nominees and trustees) must not
distribute or send it into or from a Restricted Jurisdiction.
Further details in relation to overseas Networkers Shareholders are
contained in the Scheme Document.
The Acquisition relates to the shares in an English company and
is being made by means of a scheme of arrangement provided for
under English company law. The scheme of arrangement relates to the
shares of an English company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Securities Exchange Act of
1934, as amended (the "Exchange Act"). A transaction effected by
means of a scheme of arrangement is not subject to the shareholder
vote, proxy and tender offer rules under the Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy and tender offer rules.
Financial information included in the relevant documentation will
have been prepared in accordance with accounting standard
applicable in the UK and may not be comparable to the financial
statements of US companies.
This Announcement is not an offer of securities for sale in the
United States. The New Matchtech Shares issued in connection with
the Acquisition have not been, will not be and are not required to
be registered with the US Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "US
Securities Act") or under the securities laws of any state,
district or other jurisdiction of the United States, and may not be
offered, sold, delivered or transferred except pursuant to an
available exemption from or in a transaction not subject to the
registration requirements of the US Securities Act and applicable
US state securities laws.
Neither the SEC nor any other US federal or state securities
commission or regulatory authority has approved or disapproved the
New Matchtech Shares or passed an opinion upon the fairness or
merits of such securities or upon the accuracy or adequacy of the
disclosures contained in this document. Any representation to the
contrary is a criminal offence in the United States.
Forward Looking Statements
This Announcement contains certain forward-looking statements
with respect to Matchtech and Networkers. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "aim", "will",
"may", "would", "could" or "should" or other words of similar
meaning or the negative thereof. Forward-looking statements
include, without limitation, statements relating to the following:
(i) future capital expenditures, expenses, revenues, economic
performance, financial conditions, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the operations of the Matchtech Group; and
(iii) the effects of government regulation on the business of the
Matchtech Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Given these risks and
uncertainties, potential investors should not place any reliance on
forward-looking statements which refer only to the position as at
the date of this Announcement. All subsequent oral or written
forward-looking statements attributable to Matchtech or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Matchtech undertakes no obligation
to update publicly or revise forward-looking statements, whether as
a result of new information, future events or otherwise, except to
the extent legally required.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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