TIDMIND
RNS Number : 5312M
IndigoVision Group PLC
11 May 2020
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
RECOMMED CASH ACQUISITION
of
IndigoVision Group plc ("IndigoVision")
By
Motorola Solutions International Holding Limited ("Bidco")
a wholly owned subsidiary of Motorola Solutions, Inc. ("Motorola
Solutions")
to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
On 17 March 2020, the boards of Motorola Solutions, Bidco and
IndigoVision announced that they had reached agreement on the terms
of a recommended cash offer to be made by Bidco to acquire the
entire issued and to be issued share capital of IndigoVision (the
"Acquisition"). The Acquisition is to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
The IndigoVision Directors are pleased to announce that, at the
Court Meeting and the General Meeting held earlier today in
connection with the proposed Scheme, all resolutions proposed,
details of which are set out in the notices of the Court Meeting
and the General Meeting contained in the circular to IndigoVision
Shareholders dated 14 April 2020 (the "Scheme Document"), were duly
passed by the requisite majorities and accordingly the Scheme was
approved.
The total number of IndigoVision Shares in issue at the Voting
Record Time was 7,610,756 ordinary shares of 1.0 pence each. As at
the Voting Record Time, IndigoVision held 272,816 IndigoVision
Shares in treasury and no shares were held or beneficially owned by
Bidco, its nominees or any other members of the Bidco Group.
Therefore, the total voting rights in IndigoVision as at the Voting
Record Time were 7,337,940.
A summary of the voting results is set out below.
Voting results of the Court Meeting
At the Court Meeting, a majority in number of the Scheme
Shareholders who voted (either in person or by proxy) and who
together represented over 75 per cent. in value of the Scheme
Shares held by those Scheme Shareholders, voted by way of poll in
favour of the Scheme Resolution to approve the Scheme. Accordingly,
the Scheme Resolution was duly passed.
Each Scheme Shareholder, present in person or by proxy, was
entitled to one vote for each Scheme Share held at the Voting
Record Time.
Details of the votes cast by Scheme Shareholders are as
follows:
Present and Voting Voted For the Scheme Voted Against the Scheme
How Present No. of Scheme Scheme No. of Scheme Scheme Shares No. of Scheme Scheme Shares
Shareholders Shares Shareholders Represented Shareholders Represented
Represented
------------- ------------ ------------- ------------------ -------------- ---------------
No. % No. %
------------- ------------ ------------- --------- ------- -------------- ------- ------
In Person 2 48,000 2 48,000 100.00% 0 0 0.00%
------------- ------------ ------------- --------- ------- -------------- ------- ------
By Proxy 81 5,494,638 80 5,487,770 99.88% 5 6,868 0.12%
------------- ------------ ------------- --------- ------- -------------- ------- ------
Total 83* 5,542,638 82 5,535,770 99.88% 5 6,868 0.12%
------------- ------------ ------------- --------- ------- -------------- ------- ------
*There were four split proxy votes received so these votes are
counted in both the For and Against the Scheme columns.
The total number of Scheme Shares in issue at the Voting Record
Time was 7,337,940, being the total number of IndigoVision Shares
in issue at the Voting Record Time other than IndigoVision Shares
held in treasury.
Voting results of the General Meeting
At the General Meeting, voting on the Special Resolution to
provide for the implementation of the Scheme was taken on a poll.
Each IndigoVision Shareholder, present in person or by proxy, was
entitled to one vote for each IndigoVision Share held at the Voting
Record Time. Details of the votes cast by IndigoVision Shareholders
are as follows:
VOTES % VOTES AGAINST % VOTES % OF ISC VOTES WITHHELD
FOR TOTAL VOTED
Special
Resolution 5,634,417 99.88 6,868 0.12 5,641,285 76.88%* 0
---------- ------ -------------- ----- ---------- --------- ---------------
* Excluding treasury shares
Votes withheld are not votes in law and so have not been
included in the calculation of the proportion of votes for and
against the Special Resolution.
Effective Date and Timetable
The outcome of today's Court Meeting and General Meeting means
that Conditions 2(a) and 2(b) (as set out in Part A of Appendix 1
to the Scheme Document) have been satisfied. Completion of the
Acquisition remains subject to the satisfaction or, if applicable,
waiver of the other Conditions set out in Appendix 1 to the Scheme
Document, and the Court sanctioning the Scheme at the Sanction
Hearing.
If the Scheme becomes effective in accordance with its terms, it
is expected that dealings in IndigoVision Shares will be suspended
at the close of business on or around 15 June 2020. Should the
IndigoVision Shares be suspended at the close of business on 15
June 2020, it is expected that the IndigoVision Shares will be
cancelled from admission to trading on AIM at 7.00 a.m. on or
around 17 June 2020. The Long Stop Date remains unchanged at 31
August 2020. These dates will depend, among other things, on the
date on which the Court sanctions the Scheme. A further
announcement will be made in the event that any of these dates
change.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document, a copy of which,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, is available on the IndigoVision website
at www.indigovision.com.
Enquiries:
IndigoVision Group plc +44 (0) 131 475 7200
Pedro Simoes / Chris Lea
N+1 Singer (Rule 3 adviser, Nominated Adviser
and Broker to IndigoVision) +44 (0) 207 496 3000
Mark Taylor / Ben Farrow / Amanda Gray
Motorola Solutions/Bidco
Media Contacts; Brittany Kelly +1 224 246 3914
Investor Contacts: Tim Yocum +1 847 576 6899
finnCap (financial adviser to Motorola
Solutions/Bidco) +44 (0) 207 220 0500
Stuart Andrews / Marc Milmo / Kate Washington
Winston & Strawn LLP are retained as legal advisers to
Motorola Solutions and Bidco. Shepherd and Wedderburn LLP are
retained as legal advisers to IndigoVision.
Further information
finnCap Ltd, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Motorola Solutions and
Bidco and no-one else in connection with the Acquisition and will
not be responsible to anyone other than Motorola Solutions and
Bidco for providing the protections afforded to clients of finnCap
nor for providing advice in relation to the Acquisition or any
other matter referred to in this Announcement.
N+1 Singer, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser and
nominated adviser to IndigoVision and no-one else in connection
with the Acquisition and will not be responsible to anyone other
than IndigoVision for providing the protections afforded to clients
of N+1 Singer nor for providing advice in connection with the
Acquisition or any other matter referred to in this
Announcement.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition.
This Announcement has been prepared for the purposes of
complying with English law, Scots law, the Code 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 any jurisdiction outside the United
Kingdom.
This Announcement does not constitute a prospectus or prospectus
exempted document.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own adviser in connection with such matters.
Overseas shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions other than the United Kingdom may be
restricted by law and the ability of IndigoVision Shareholders who
are not resident in the United Kingdom to participate in the
Acquisition may be restricted by the laws and/or regulations of
those jurisdictions. In particular, the ability of persons who are
not resident in the United Kingdom to vote their IndigoVision
Shares with respect to the Scheme at the Court Meeting or with
respect to the Resolution at the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting and/or General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Therefore, any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom, or IndigoVision
Shareholders who are not resident in the United Kingdom, should
inform themselves of, and observe, any applicable requirements in
their jurisdiction. 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Motorola Solutions and Bidco or
required by the Code, and permitted by applicable law and
regulation, the Acquisition will 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 Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
Further details in relation to IndigoVision Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
US shareholders
IndigoVision Shareholders in the United States should note that
the Acquisition relates to the securities of a company organised
under the laws of Scotland and is proposed to be effected by means
of a scheme of arrangement under the Companies Act. This
Announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in
accordance with Scots law, the Code and UK disclosure requirements,
format and style applicable to a scheme of arrangement, all of
which differ from those in the United States. 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 Acquisition is subject to the
disclosure requirements of and practices applicable in the United
Kingdom under the Code to schemes of arrangement, which differ from
the disclosure requirements of the United States tender offer and
proxy solicitation rules. However, Motorola Solutions and Bidco
reserve the right to implement the Acquisition by means of a
Takeover Offer as an alternative to a scheme of arrangement.
The information contained in this Announcement has neither been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon the fairness or merits of the proposal contained in this
Announcement or determined the adequacy or accuracy of the
information contained herein. Any representation to the contrary is
a criminal offence in the United States.
IndigoVision's financial statements, and all financial
information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to
the Acquisition, have been prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles. US
generally accepted principals differ in certain respects from
International Financial Reporting Standards. None of the financial
information in this Announcement has been audited in accordance
with the auditing standards generally accepted in the US or the
auditing standards of the Public Company Accounting Oversight Board
of the US.
It may be difficult for US holders of IndigoVision Shares to
enforce their rights and any claims they may have arising under US
Federal securities laws in connection with the Acquisition, since
IndigoVision is organised under the laws of a country other than
the United States, and some or all of its officers and directors
may be residents of countries other than the United States, and
most of the assets of IndigoVision are located outside of the
United States. US holders of IndigoVision 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 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 jurisdiction or judgment.
If Motorola Solutions and Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer would
be made in compliance with applicable US securities laws and
regulations, including to the extent applicable, Section 14(e) of
the US Exchange Act and Regulation 14E thereunder, and in
accordance with the Code. Such a Takeover Offer would be made in
the United States by Bidco and no one else. Accordingly, the
Acquisition would be 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 receipt of cash pursuant to the Acquisition by an
IndigoVision Shareholder in the United States as consideration for
the transfer of its IndigoVision Shares pursuant to the Scheme will
likely be a taxable transaction for United States federal income
tax purposes and under any applicable United States state and local
income tax laws. Each IndigoVision Shareholder in the United States
is urged to consult its independent professional tax or legal
adviser immediately regarding the US federal, state and local
income and non-income tax consequences of the Acquisition
applicable to it, as well as any consequences arising under the
laws of any other taxing jurisdiction.
In accordance with normal UK practice and consistent with Rule
14e-5(b) under the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
IndigoVision outside such a Takeover Offer during the period in
which such a Takeover Offer would remain open for acceptance. If
such purchases or arrangements to purchase were to be made, they
would occur outside the US either in the open market at prevailing
prices or in private transactions at negotiated prices and would
comply with applicable law, including to the extent applicable, the
US Exchange Act and the Code. Any information about such purchases
or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service of the London Stock Exchange and will be available on the
London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm
. This information will be publicly disclosed in the US to the
extent that such information is made public in the UK.
Disclosure requirements
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. (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 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. (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.
Forward-looking statements
This Announcement contains certain statements in relation to
Motorola Solutions, Bidco and IndigoVision that are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact,
are or may be deemed to be, forward-looking statements.
Forward-looking statements are based on current expectations and
projections about future events and are therefore subject to known
and unknown risks and uncertainties which could cause actual
results, performance or events to differ materially from the future
results, performance or events 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", "intends",
"anticipates", "believes", "targets", "aims", "projects", "goal",
"objective", "outlook", "risks", "seeks" or words or terms of
similar substance or the negative thereof, as well as variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would", "might", "probably"
or "will" be taken, occur or be achieved. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations.
Such forward-looking statements involve 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.
Each of the Motorola Solutions, Bidco and IndigoVision and their
respective members, directors, officers, employees, advisers and
any person acting on behalf of one or more of them, expressly
disclaims any intention or obligation to update or revise any
forward-looking or other statements contained in this Announcement,
whether as a result of new information, future events or otherwise,
except as required by applicable law. Neither Motorola Solutions,
Bidco nor IndigoVision nor their respective members, directors,
officers or employees, advisers or any person acting on their
behalf, 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.
No forward-looking or other statements have been reviewed by the
auditors of Motorola Solutions, Bidco or IndigoVision. All
subsequent oral or written forward-looking statements attributable
to Motorola Solutions, Bidco or IndigoVision or their respective
members, directors, officers, advisers or employees or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above.
No profit forecasts
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Motorola Solutions or IndigoVision for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Motorola Solutions or IndigoVision.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Scheme will, subject to
certain restrictions, be available for inspection on
www.motorolasolutions.com/investors and
www.indigovision.com/investors no later than 12 noon (London time)
on the Business Day following this Announcement. The contents of
the websites referred to in this Announcement are not incorporated
into, and do not form part of, this Announcement.
Requesting hard copy documents
If you have received this Announcement in electronic form or by
it being published on IndigoVision's website, you can obtain a hard
copy of this Announcement by contacting Computershare Investor
Services PLC at Corporate Actions Projects, Bristol, BS99 6AH or by
telephoning +44 (0)370 707 4040 or by e-mailing
IR@indigovision.com. You will not receive a hard copy of this
Announcement unless you so request. You may also inform
Computershare Investor Services PLC that you wish all future
documents, announcements and information in relation to the
Acquisition be sent to you in hard copy.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by IndigoVision Shareholders, persons
with information rights and other relevant persons in connection
with the receipt of communications from IndigoVision may be
provided to Motorola Solutions or Bidco during the Offer Period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Rounding
Certain figures 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 in certain tables may not be an arithmetic
aggregation of the figures that precede them.
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 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 appropriate authorised independent financial adviser.
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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