TIDMSEPU
RNS Number : 3874R
Sepura PLC
09 December 2016
9 December 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 announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover Code (the "Code").
Accordingly, there can be no certainty that an offer will be made,
nor as to the terms of any such offer.
Sepura plc ("Sepura" or "the Company")
Further extension of PUSU Deadline
On 4 November 2016, the Company announced that it was in
preliminary talks with Hytera Communications Corporation Limited
("Hytera") regarding a possible offer for the entire issued and to
be issued share capital of the Company. On 30 November 2016, the
Company announced that the deadline for any firm intention to make
an offer in accordance with Rule 2.7 of the Code had been extended
to 5.00pm on 9 December 2016 (the "PUSU Deadline").
Positive discussions are continuing between the Company and
Hytera but there can be no certainty that any offer will be
forthcoming.
The Board of Sepura has requested that the Panel on Takeovers
and Mergers (the "Panel") extend the PUSU Deadline again. In light
of this request, another extension has been granted by the Panel
and in accordance with Rule 2.6(a) of the Code, Hytera is required,
by not later than 5.00pm on 16 December 2016, either to announce a
firm intention to make an offer in accordance with Rule 2.7 of the
Code or to announce that they do not intend to make an offer, in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. This deadline may be extended with
the consent of the Takeover Panel in accordance with Rule 2.6(c) of
the Code.
A further announcement will be made when appropriate. This
announcement is being made with the prior approval of Hytera.
Enquiries:
Lazard (Financial Adviser
to Sepura)
Cyrus Kapadia / Nicholas
Page +44 (0) 20 7187 2000
Instinctif Partners
Adrian Duffield / Kay Larsen
/ Chantal Woolcock +44 (0) 20 7457 2020
Relevant securities in issue
In accordance with Rule 2.9 of the Code, Sepura confirms that,
as at the close of business on 8 December 2016, it has 370,082,470
ordinary shares of 0.05 pence each in issue and admitted to trading
on the main market for listed securities of the London Stock
Exchange plc. The International Securities Identification Number
for the ordinary shares is GB00B1ZBLD47.
MAR
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No.596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
Disclaimer
Lazard & Co., Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Sepura and for no one else in connection with the
possible offer and will not be responsible to anyone other than
Sepura for providing the protections afforded to its clients or for
providing advice in connection with the possible offer referred to
in this announcement.
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
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on the Company's website (www.sepura.com) no later
than 12 noon (London time) on 12 December 2016. The content of the
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
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