TIDMSEPU
RNS Number : 5763Q
Hytera Communications Corp. Ltd.
30 November 2016
30 November 2016
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 is an announcement falling under Rule 2.4 of the UK City
Code on Takeovers and Mergers (the "Code"). It does not represent
an announcement of a firm intention to make an offer under Rule 2.7
of the Code. Accordingly, there can be no certainty that an offer
will be made.
Hytera Communications Corporation Limited
Possible offer for Sepura plc
The below statement (as translated from Mandarin language to
English language) was made by Hytera Communications Corporation
Limited ("Hytera" or the "Company") on the Shenzhen Stock Exchange
(the "SZSE"), as required by applicable SZSE rules (the "SZSE
Announcement"):
"Risks alert:
The shares of Hytera Communications Co., Ltd. (hereinafter
referred to as "Hytera" or the "Company") (Stock abbreviation:
Hytera, stock code: 002583) will resume trading from the opening of
morning trading session on 1 December 2016.
Positive discussions are continuing between the Company and
Sepura plc (hereinafter referred to as "Sepura") in respect of a
possible offer for the entire issued and to be issued share capital
of Sepura (hereinafter referred to as the "Matter"). If the Company
finally makes a formal offer, it is expected to constitute a
material contract. If the Matter makes further substantial
progress, the Company will timely release relevant information.
According to the financial reports published by Sepura for the
most recent full year and half-year for the year from 28 March 2015
to 1 April 2016 and for the period from 2 April 2016 to 30
September 2016, respectively, which are prepared in accordance with
the International Financial Reporting Standards approved by the
European Union, Sepura's net profit attributable to parent company
for the most recent full year and half-year is EUR10.85 million
(loss) (equivalent to approximately RMB79 million) and EUR61.95
million (loss) (equivalent to approximately RMB453 million),
respectively.
Whether the Company will finally make a formal offer is subject
to significant uncertainties.
If the Company finally makes a formal offer which is currently
subject to significant uncertainties, the effectiveness and
implementation of the Matter will be subject to the approvals by
the board and shareholders of both parties as well as a range of
regulatory approvals which involve significant uncertainties.
The Company reminds its investors that they should fully
understand the stock market risks and the risks disclosed above and
to enhance their risk awareness and conduct prudent decision-making
and rational investment.
(I) Announcement of Sepura
On 30 November 2016 (London Time), Sepura issued an announcement
entitled "Extension of PUSU Deadline" in relation to the Matter. A
summary of the announcement is set out below:
1. On 4 November 2016 (London Time), Sepura announced that it
was in preliminary talks with Hytera regarding a possible offer for
the entire issued and to be issued share capital of Sepura.
According to the relevant provisions of the UK City Code on
Takeovers and Mergers (the "Code"), Hytera is required to either
announce its firm intention (hereinafter referred to as "Firm
Intention") to make a formal offer or to announce that it does not
intend to make an offer, by 5 pm, 2 December 2016 (London
Time).
2. Positive discussions are continuing between Sepura and Hytera
in respect of the Matter but there can be no certainty that any
formal offer will be forthcoming.
3. The Board of Sepura has requested that the UK Panel on
Takeovers and Mergers extend the PUSU deadline. In light of the
request, an extension has been granted by the UK Panel on Takeovers
and Mergers in accordance with the Code such that Hytera is
required to announce its Firm Intention by not later than 5 pm, 9
December 2016 (London Time).
4. A further announcement will be made by Sepura when
appropriate. This announcement is being made with the prior
approval of Hytera.
(II) Status update for the Matter
The Company confirms the matters disclosed in Sepura's
announcement as stated above. As at the date of this announcement,
the Company has engaged relevant professional parties for the
preparation of the Matter and has commenced the relevant due
diligence work. The Matter does not constitute a related party
transaction. According to the information currently provided by
Sepura and based on a preliminary assessment, the Matter will not
constitute a significant asset restructuring under PRC laws, rules
and regulations.
As at the date hereof, the Company has not yet decided to make
any formal offer.
(III) Suspension of trading in the Company's shares
Due to the Company's preparation of the Matter, the Company
applied to the Shenzhen Stock Exchange for a suspension of trading
in the Company's shares (Stock abbreviation: Hytera, stock code:
002583) from the opening of trading on 21 November 2016. The
Company issued an announcement entitled "Suspension from Trading
Announcement in relation to a Planned Material Matter"
(Announcement number: 2016-127) on 19 November 2016 and an
announcement entitled "Update announcement on the Suspension from
Trading Announcement in relation to a Planned Material Matter"
(Announcement number: 2016-139) on 28 November 2016. Please refer
to Securities Times, Shanghai Securities News, Securities Daily and
http://www.cninfo.com.cn for further details of these
announcements.
(IV) Resumption of trading
At the request of the Company, the Company's shares (Stock
abbreviation: Hytera, stock code: 002583) will resume trading from
the opening of morning trading session on 1 December 2016. If the
Matter makes further substantial progress, the Company will timely
observe its obligation of information disclosure and in strict
compliance with the provisions and requirements of the relevant
laws and regulations.
The Company solemnly reminds its investors to pay attention to
the following: The media designated by the Company for information
disclosure are Securities Times, Shanghai Securities News,
Securities Daily and http://www.cninfo.com.cn. All the information
of the Company disclosed in the above designated media shall
prevail.
The Company will release information on a timely basis and in
strict compliance with the relevant laws and regulations. Investors
are reminded to invest rationally and beware of investment
risks."
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 subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction.
Disclosure requirements of the Code
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 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 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 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.
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 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 of this announcement
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available subject to certain restrictions
relating to persons resident in restricted jurisdictions on
Hytera's website (www.hytera.com) no later than 12 noon (London
time) on 1 December 2016.
The content of Hytera's website referred to in this announcement
is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFDBXBDBXXXBGLG
(END) Dow Jones Newswires
November 30, 2016 08:37 ET (13:37 GMT)
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