TIDMIMO
RNS Number : 3096P
Cisco Systems, Inc.
16 February 2021
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
16 FEBRUARY 2021
RECOMMED CASH OFFER
for
IMIMOBILE PLC
by
CISCO SYSTEMS HOLDINGS UK LIMITED
an indirect wholly-owned subsidiary of Cisco Systems, Inc.
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
UPDATE ON ANTITRUST CONDITIONS
On 7 December 2020, the board of directors of Cisco Systems
Holdings UK Limited (Bidco), an indirect wholly-owned subsidiary of
Cisco, and the Independent IMImobile Directors announced that they
had reached agreement on the terms of a recommended cash offer by
Bidco for the entire issued and to be issued ordinary share capital
of IMImobile (Offer). The Offer is to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act (Scheme).
A circular in relation to the Offer was published by IMImobile on
14 January 2021 (Scheme Document). Capitalised terms in this
Announcement, unless otherwise defined, have the same meaning as
set out in the Scheme Document.
Further to the announcement on 4 February 2021 that the
requisite majority of Scheme Shareholders voted in favour of the
Scheme at the Court Meeting and that the requisite majority of
IMImobile Shareholders voted to pass the special resolution at the
General Meeting to approve the implementation of the Scheme,
including the adoption of the amended IMImobile articles of
association, the board of directors of Bidco is pleased to confirm
that the Offer has today been approved by the South African
Competition Authorities.
The Offer remains subject to the satisfaction or (if capable of
waiver) waiver of the remaining Conditions set out in the Scheme
Document, including the Court's sanction of the Scheme at the
Sanction Hearing, which is due to be held tomorrow. Due to the
current COVID-19 pandemic, the Sanction Hearing to sanction the
Scheme will be held remotely. Details of the Sanction Hearing are
available on the Court service website.
The expected timetable of principal events for the
implementation of the Scheme is set out below.
Event(1) Time and/or date (2021)
(2)
Sanction Hearing 17 February
Last day of dealings in, and for registration 18 February
of transfers of, and disablement in CREST
of, IMImobile Shares
Scheme Record Time and Date 6:00 p.m. on 18 February
Dealings in IMImobile Shares suspended 7:30 a.m. on 19 February
Effective Date of the Scheme 19 February
Cancellation of admission of IMImobile By 7:00 a.m. on 22
Shares to trading on the AIM Market February
Latest date for despatch of cheques and Within 14 days of the
crediting of CREST for Cash Consideration Effective Date
due under the Scheme
Long Stop Date 31 August(3)
(1) These dates and times are indicative only and will depend,
among other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) a copy of the Court Order is
delivered to the Registrar of Companies.
(2) All references to times in are to London time unless
otherwise stated.
(3) This is the latest date by which the Scheme may become
Effective unless Bidco and IMImobile agree (and the Panel and, if
required, the Court permit) a later date.
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to IMImobile
Shareholders by announcement through a Regulatory Information
Service, with such announcement being made available on Bidco's
website at http://investor.cisco.com/Recommended-cash-offer and
IMImobile's website at
https://investors.imimobile.com/regulatory-announcements/recommended-cash-offer.
Enquiries:
IMImobile c/o Alma PR
Jay Patel, Group Chief Executive Officer
Michael Jefferies, Group Chief Financial Officer
Alma PR (PR adviser to IMImobile ) Tel: +44 (0)20 3405 0205
Rebecca Sanders-Hewett
Susie Hudson
Harriet Jackson
Investec (financial adviser, nominated adviser and joint broker to IMImobile ) Tel: +44 (0)20 7597 5970
Henry Reast
Virginia Bull
Sebastian Lawrence
N+1 Singer (joint broker to IMImobile) Tel: +44 (0)20 7496 3000
Tom Salvesen
Justin McKeegan
Iqra Amin
Cisco
Press Contact: Robyn Blum Tel: +1 (408) 930-8548
Industry Analyst Contact: Anne Purvis-Blomquist Tel: +1 (408) 859-1111
Investor Relations Contact: Carol Villazon Tel: +1 (408) 527-6538
Barclays (financial adviser to Cisco and Bidco) Tel: +44 (0)20 7623 2323
Omar Faruqui
Osman Akkaya
Allen & Overy LLP and Fenwick & West LLP are retained as
legal advisers to Cisco and Bidco. Addleshaw Goddard LLP is
retained as legal adviser to IMImobile.
Important notices relating to financial advisers
Investec, which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively as
financial adviser for IMImobile and no one else in relation to the
Offer and/or other matters set out in this Announcement and will
not be responsible to anyone other than IMImobile for providing the
protections afforded to the clients of Investec, or for providing
advice in relation to the Offer, the contents of this Announcement
or any other matter referred to herein. Neither Investec nor any of
its subsidiaries, branches 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 Investec in connection with the
Offer, this Announcement, any statement contained herein or
otherwise.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Investec and its
affiliates will continue to act as exempt principal trader in
IMImobile securities on the London Stock Exchange. These purchases
and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
N+1 Singer, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively as
joint broker to IMImobile and for no one else in connection with
the subject matter of this Announcement and will not be responsible
to anyone other than IMImobile for providing the protections
afforded to its clients or for providing advice in connection with
the subject matter of this Announcement.
Barclays Bank PLC, acting through its Investment Bank,
(Barclays), which is authorised by the Prudential Regulation
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting
exclusively for Cisco and Bidco and no one else in connection with
the Offer and shall not be responsible to anyone other than Cisco
and Bidco for providing the protections afforded to clients of
Barclays nor for providing advice in connection with the Offer or
any other matter referred to herein.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in
IMImobile securities on the London Stock Exchange. These purchases
and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire or subscribe for or
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 through the Scheme Document (or, in the
event that the Offer is to be implemented by means of a Takeover
Offer, the Offer Document), which, together with the Forms of
Proxy, contains the full terms and conditions of the Offer,
including details of how to vote in respect of the Scheme.
IMImobile Shareholders are advised to read the Scheme Document
(including the related Forms of Proxy) (and/or, in the event that
the Offer is to be implemented by way of a Takeover Offer, the
Offer Document) because it contains important information in
relation to the Offer.
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 England and Wales.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom or who are subject to the
laws of another jurisdiction to participate in the Offer or to vote
their Scheme Shares in respect of the Scheme at the Court Meeting
or in respect of the Resolutions to be proposed at the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting and/or the General Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located or to which they are
subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of
securities laws in that jurisdiction. 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.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Offer 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 Offer by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation
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 or any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Offer.
If the Offer is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction, and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.
The availability of the Offer to IMImobile 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. Further details in
relation to IMImobile Shareholders in overseas jurisdictions are
contained in the Scheme Document.
The Offer is subject to English law and the applicable
requirements of the Court, the Code, the Panel, the London Stock
Exchange, the AIM Rules and the FCA.
Notice to US investors
The Offer relates to shares of a UK company and is proposed to
be effected by means of a scheme of arrangement under the laws of
England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act.
Accordingly, the Offer is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
Furthermore, the payment and settlement procedure with respect to
the Offer will comply with the relevant rules under the Code, which
differ from US payment and settlement procedures, particularly with
regard to the date of payment of consideration.
However, if Bidco were to elect to implement the Offer by means
of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable United States laws and regulations,
including any applicable exemptions under the US Exchange Act. Such
a Takeover Offer would be made in the United States by Bidco and no
one else, in compliance with US law and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
In accordance with normal United Kingdom practice, Cisco, Bidco
or their nominees or their brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to
purchase, shares or other securities of IMImobile outside of the
US, other than pursuant to the Offer, until the date on which the
Offer and/or Scheme becomes effective, lapses or is otherwise
withdrawn, in compliance with applicable law, including the US
Exchange Act. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases or arrangements to
purchase shall be disclosed as required in the United Kingdom,
shall be reported to the Regulatory Information Service and shall
be available on the London Stock Exchange website at
www.londonstockexchange.com .
The receipt of consideration by a US holder for the transfer of
its IMImobile Shares pursuant to the Offer will likely be a taxable
transaction for United States federal income tax purposes. Each US
holder of IMImobile Shares is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to such holder, including under applicable
United States state and local tax laws, as well as overseas and
other tax laws that may be applicable.
Some or all of IMImobile's officers and directors reside outside
the US, and some or all of its assets are or may be located in
jurisdictions outside the US. Therefore, investors may have
difficulty effecting service of process within the US upon those
persons or recovering against IMImobile or its officers or
directors on judgments of US courts, including judgments based upon
the civil liability provisions of the US federal 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. It may
not be possible to sue IMImobile or its officers or directors in a
non-US court for violations of the US securities laws.
Neither the SEC nor any US state securities commission has
approved or disproved or passed judgment upon the fairness or the
merits of the Offer or determined if this Announcement is adequate,
accurate or complete.
Financial information relating to IMImobile included in this
Announcement and the Scheme Document has been prepared in
accordance with IFRS and may not therefore be comparable to the
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the US.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by IMImobile, any member of
the IMImobile Group, Cisco, Bidco or any other member of the Cisco
Group contain statements which are, or may be deemed to be,
"forward looking statements". 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, without limitation, "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "aim",
"will", "may", "hope", "continue", "would", "could" or "should" or
other words of similar meaning or the negative thereof.
Forward-looking statements include, but are not limited to,
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 IMImobile, any member of the IMImobile Group,
Cisco, Bidco or any other member of the Cisco Group, (iii) the
effects of government regulation on the business of IMImobile, any
member of the IMImobile Group, Cisco, Bidco or any other member of
the Cisco Group, (iv) negative effects relating to this
Announcement and/or status of the Offer, (v) the possibility that
any of the conditions to the Offer will not be satisfied, and (vi)
significant transaction costs (including litigation) or unknown
liabilities. There are many factors which could cause actual
results to differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
These 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 IMImobile, any member of
the IMImobile Group, Cisco, Bidco or any member of the Cisco Group
shall operate 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. By their
nature, these forward-looking statements involve known and unknown
risks, and uncertainties because they relate to events and depend
on circumstances that will occur in the future. The factors
described in the context of such forward-looking statements in this
Announcement may cause the actual results, performance or
achievements of any such person, or industry results and
developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this Announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this Announcement. None of IMImobile, any member of the
IMImobile Group, Cisco, Bidco or any other member of the Cisco
Group, or their respective members, directors, officers, employees,
advisers or any person acting on behalf of one or more of them,
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.
None of IMImobile, any member of the IMImobile Group, Cisco,
Bidco or any other member of the Cisco Group, or their respective
members, directors, officers, employees, advisers or any person
acting on behalf of one or more of them, has any intention or
accepts any obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent legally required.
All subsequent oral or written forward-looking statements
attributable to IMImobile, any member of the IMImobile Group,
Cisco, Bidco or any other member of the Cisco Group or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above.
No profit forecasts or estimates
Save in relation to the statements made by IMImobile at
paragraph 8 of Part I (Letter from the Chairman of IMImobile) in
the Scheme Document, no statement in this Announcement is intended
as a profit forecast or estimate for Cisco, Bidco or IMImobile for
any period and no statement in this Announcement should be
interpreted to mean that cash flow from operations, earnings, or
earnings per share or income of those persons (where relevant) for
the current or future financial years would necessarily match or
exceed the historical published cash flow from operations,
earnings, earnings per share or income of those persons (as
appropriate).
Publication on a website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions), free of charge, on
IMImobile's website at
https://investors.imimobile.com/regulatory-announcements/recommended-cash-offer
and on Cisco's website at
http://investor.cisco.com/Recommended-cash-offer by no later than
12 noon on the Business Day following the date of this
Announcement.
Neither the content of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a copy of this Announcement (and any information
incorporated into it by reference to another source) in hard copy
form free of charge. A person may also request that all future
documents, announcements and information sent to that person in
relation to the Offer should be in hard copy form. For persons who
have received a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not
be sent to you unless you have previously notified IMImobile's
registrar, Link Group, that you wished to receive all documents in
hard copy form or unless requested in accordance with the procedure
set out below.
If you would like to request a hard copy of this Announcement
from IMImobile please contact IMImobile's registrar, Link Group, on
0371 664 0300 (from within the UK) or on +44 371 664 0300 (from
outside the UK), or by writing to Link Group, 34 Beckenham Road,
Beckenham, Kent BR3 4TU. Calls are charged at 12 pence per minute
and will vary by provider. 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. Link
Group is open between 09:00 and 17:30, Monday to Friday, excluding
public holidays in England and Wales. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Information relating to IMImobile Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by IMImobile Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from IMImobile may be provided to Bidco during the
Offer Period as required under section 4 of Appendix 4 to 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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 one 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 p.m.
(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.
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 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.
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, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Time
All times shown in this Announcement are London times, unless
otherwise stated.
This information is provided by RNS, the news service of the
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END
OUPEAPAKFFLFEFA
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February 16, 2021 13:20 ET (18:20 GMT)
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