TIDMKLBT
RNS Number : 0732M
Canterbury Acquisition Limited
25 July 2017
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 25 July 2017
Recommended Cash Offer
for
Kalibrate Technologies plc ("Kalibrate")
by
Canterbury Acquisition Limited ("Hanover Bidco")
(an investment vehicle ultimately wholly-owned by Hanover Active
Equity Fund LP)
Further acquisition of Kalibrate Shares, updated level of
acceptances
and compulsory acquisition procedure
Introduction
On 13 June 2017, the Boards of Hanover Bidco and Kalibrate
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Hanover Bidco for the entire
issued and to be issued share capital of Kalibrate (the "Offer").
The full terms and conditions and the procedures for acceptance of
the Offer are set out in full in the offer document published by
Hanover Bidco on 21 June 2017 (the "Offer Document").
On 13 July 2017, Hanover Bidco declared the Offer unconditional
in all respects, and the Offer was extended until further
notice.
Further acquisition of Kalibrate Shares
On 14 July 2017, Hanover Bidco acquired in the market 2,839,761
Kalibrate Shares (representing 7.64 per cent. of the issued share
capital of Kalibrate following the exercise of the options referred
to below), at a price of 85.5 pence in cash per Kalibrate
Share.
Updated level of acceptances
Further to Kalibrate's announcement on 17 July 2017 regarding
the exercise of options held by certain Kalibrate directors and
employees and the acceptance of the Offer by such individuals in
respect of the newly issued Kalibrate Shares, Hanover Bidco
announces that as at 1 pm on 25 July 2017 it had received valid
acceptances under the Offer in relation to 30,413,317 Kalibrate
Shares (representing 81.85 per cent. of the issued share capital of
Kalibrate following the exercise of such options).
In aggregate, as at the date of this announcement, the Hanover
Bidco Group has an interest in 36,814,573 Kalibrate Shares
(representing 99.08 per cent. of the issued share capital of
Kalibrate).
Compulsory acquisition
As referred to in the Offer Document, as Hanover Bidco has now
acquired (including through valid acceptances of the Offer) more
than 90 per cent. in nominal value of the Kalibrate Shares to which
the Offer relates, Hanover Bidco will now commence the procedures
available to it under section 979 of the Companies Act to acquire
compulsorily all of the outstanding Kalibrate Shares which are not
owned by the Hanover Bidco Group. Notice will be sent out in due
course to those Kalibrate Shareholders who have not yet accepted
the Offer informing them of the compulsory acquisition of their
shares by Hanover Bidco.
Procedure for acceptance of the Offer
Kalibrate Shareholders who have not yet accepted the Offer are
urged to do so without delay.
1. If you hold Kalibrate Shares in certificated form (i.e. not
in CREST) to accept the Offer you should complete, sign and return
the Form of Acceptance which accompanied the Offer Document in
accordance with paragraph 9(a) of the letter in Part II of the
Offer Document and the instructions printed thereon.
2. If you hold Kalibrate Shares in uncertificated form (i.e. in
CREST), to accept the Offer you should take (or procure the taking
of) the action set out in paragraph 9(b) of the letter in Part II
of the Offer Document. If you are a CREST sponsored member, you
should refer to your CREST sponsor as only your CREST sponsor will
be able to send the necessary TTE instruction(s) to Euroclear.
Kalibrate Shareholders who do not accept the Offer will have
their Kalibrate Shares compulsorily acquired but will have to wait
for the Companies Act process to conclude before receiving their
consideration.
The Offer Document and a specimen Form of Acceptance are
available on Hanover Bidco's website at www.hanoverinvestors.com
and Kalibrate's website at www.kalibratetech-ir.com. Further copies
of the Offer Document and the Form of Acceptance may be obtained by
contacting Capita Asset Services on 0371 664 0321. 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. The helpline is open between 9.00 am - 5.30 pm,
Monday to Friday excluding public holidays in England and Wales.
Please note that Capita Asset Services cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
The Offer will remain open for acceptance until the completion
of the compulsory acquisition procedure.
General
Terms and expressions used in this announcement shall, unless
defined herein or unless the context otherwise requires, have the
same meanings as given to them in the Offer Document, a copy of
which is available on Hanover Bidco's website at
www.hanoverinvestors.com and Kalibrate's website at
www.kalibratetech-ir.com.
All percentage figures for interests in Kalibrate Shares are
given in this announcement based on an issued share capital of
37,156,043 Kalibrate Shares.
Enquiries:
Hanover Investors Management LLP
Matthew Peacock Tel: +44 (0) 20 7766 8400
Tom Russell
Fred Lundqvist
Liberum Capital Limited (Financial adviser to Hanover Bidco)
Neil Patel Tel: +44 (0) 20 3100 2222
Richard Bootle
Dominik Gotzenberger
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Kalibrate in any jurisdiction in contravention of
applicable law. This announcement does not constitute a prospectus
or equivalent document.
Any acceptance or other response to the Offer should only be
made on the basis of the information contained in the Offer
Document and the Form of Acceptance. Kalibrate Shareholders who
have not yet accepted the Offer are advised to read the formal
documentation in relation to the Offer carefully.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Hanover Bidco and no-one else
in connection with the Offer and will not be responsible to anyone
other than Hanover Bidco for providing the protections afforded to
clients of Liberum, nor for providing advice in relation to the
Offer or any matters referred to in this announcement.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore
persons into whose possession this announcement comes who are not
resident in the United Kingdom should inform themselves about, and
observe, any applicable restrictions. Kalibrate 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 may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purposes 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 the United Kingdom.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on www.hanoverinvestors.com and
www.kalibratetech-ir.com by no later than 12 noon on the business
day following the date of this announcement.
The contents of Hanover Investors' website and Kalibrate's
website are not incorporated into and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSEIFMIFWSEFW
(END) Dow Jones Newswires
July 25, 2017 12:19 ET (16:19 GMT)
Kalibrate Tech. (LSE:KLBT)
Historical Stock Chart
From Apr 2024 to May 2024
Kalibrate Tech. (LSE:KLBT)
Historical Stock Chart
From May 2023 to May 2024