TIDMREDT
RNS Number : 7293R
Red24 PLC
13 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMED ACQUISITION
of
red24 plc ("red24")
by
iJET International, Inc. ("iJET")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court sanction of Scheme of Arrangement
red24 is pleased to announce that, at the Court Hearing this
morning in connection with the recommended cash acquisition of
red24 by iJET International Inc., the Court of Session has made an
order sanctioning the Scheme of Arrangement.
As a result of the Scheme being sanctioned by the Court, a
number of options have vested under the red24 Share Schemes (as
described in paragraph 5 of Part Two of the Scheme Document). red24
has therefore allotted an additional 1,050,000 Shares and has
applied for these shares to be admitted to trading on AIM. It is
expected that admission of these shares to trading will become
effective at 8:00 a.m. (London time) on 14 December 2016
("Admission").
Following Admission, the Company's total issued share capital
will comprise 50,533,355 red24 Shares.
The last day of dealings in and registration of transfers of
red24 Shares is tomorrow, 14 December 2016, and trading in red24
Shares on AIM will be suspended with effect from 7.30 a.m. (London
time) on 15 December 2016.
The Scheme will become effective once the Final Court Order, has
been delivered to the Registrar of Companies in Scotland, which is
expected to take place on 15 December 2016.
red24 has applied to the London Stock Exchange for the
cancellation of admission to trading of red24 Shares on AIM, which
is expected to take effect at 7.00 a.m. (London time) on 16
December 2016.
Full details of the acquisition are set out in the Scheme
Document published on 26 October 2016. Capitalised terms used but
not otherwise defined in this announcement have the meaning given
to them in the Scheme Document.
red24 PLC Tel : +44(0) 207 741 2091
Simon Richards, Chairman
Maldwyn Worsley-Tonks, CEO
finnCap Tel: +44(0) 207 220 0500
Julian Blunt / James Thompson (Corporate Finance)
Alice Lane (Corporate Broking)
Yellow Jersey PR Ltd Tel: +44(0) 776 853 4641
Philip Ranger, Aidan Stanley
About red24
red24 is a crisis assistance company that provides a range of
security and business support services, offering preventative and
reactive advice to help organisations and individuals to avoid or
manage security and business risks to themselves, their families
and their businesses. Its products and services are distributed
through leading international financial service companies.
Important Notices:
Disclaimers
finnCap, which is authorised and regulated in the UK by the
Financial Conduct Authority is acting exclusively for red24 and no
one else in connection with the matters set out in this
announcement. In connection with such matters, finnCap will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of finnCap or for providing advice in relation
any matter referred to herein.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
through the Scheme Document and the accompanying Forms of Proxy (or
by any other document by which the Acquisition is made), which will
together contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
vote, decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in
the Scheme Document (or, if applicable, the offer document). Each
red24 Shareholder is urged to consult its independent professional
advisers immediately regarding the tax consequences of the
Acquisition applicable to them.
Overseas Shareholders
The ability of Overseas Shareholders to participate in the
Acquisition and the distribution of this announcement in, into or
from jurisdictions other than the United Kingdom may be restricted
by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves of, and
observe, any such restrictions. Any person (including without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Scheme
Document, the Forms of Proxy or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any
action. If any Overseas Shareholder remains in any doubt, it should
consult an appropriate independent professional adviser in its
relevant jurisdiction without delay. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Ordinary Shares at the Court Meeting or the General Meeting or to
execute and deliver Forms of Proxy appointing another to vote their
Ordinary Shares in respect of the Court Meeting or the General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.
Failure to comply with any such restrictions may constitute a
violation of the securities laws 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.
This announcement has been prepared for the purposes of complying
with the laws of Scotland and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this document and the accompanying documents had been
prepared in accordance with the laws of jurisdictions outside of
Scotland.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Information for Shareholders in the United Arab Emirates
This announcement has not been, and will not be, registered
with, or licensed or approved by, the UAE Central Bank, the
Emirates Securities and Commodities Authority, the Dubai Financial
Services Authority or any other regulatory authority in the United
Arab Emirates.
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) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 pm (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 of the Code.
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 of
the Code).
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 Takeover 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.
Publication on Website
A copy of this announcement will be made available (subject to
any applicable restrictions with respect to persons resident in
Restricted Jurisdictions) on red24's website
(www.red24plc.com).
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGGGMAPUPQGGW
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December 13, 2016 06:59 ET (11:59 GMT)
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