TIDMTCM TIDMTTM
RNS Number : 5789J
Telit Communications PLC
24 August 2021
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
24 August 2021
RECOMMED INCREASED FINAL CASH OFFER
for
TELIT COMMUNICATIONS PLC ("TELIT")
by
TRIESTE ACQUISITIONS HOLDING LIMITED ("BIDCO")
Exercise of share awards under the Telit Share Plans and
admission of new Telit Shares to trading on AIM
Further to the announcement by the boards of Telit and Bidco on
18 June 2021 relating to the recommended cash offer made by Bidco
for the entire issued and to be issued and to be issued ordinary
share capital of Telit by Bidco other than the Telit Shares held by
funds managed by DBAY (the "Acquisition"), to be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), Telit announces that,
conditional upon sanction by the Court of the Scheme, it has
conditionally allotted an aggregate of 2,459,664 Telit Shares (the
"New Issue Shares").
This conditional allotment of the New Issue Shares has been made
pursuant to the conditional exercises of awards granted to
participants under the Telit Share Plans (including certain
PDMRs).
Application has been made for the New Issue Shares to be
admitted to trading on the AIM market of the London Stock Exchange
("Admission").
The Court Hearing is scheduled to take place on 26 August 2021
and, assuming the sanction by the Court of the Scheme, Admission is
expected to occur and trading to commence on 27 August 2021.
Conditional upon the sanction by the Court of the Scheme, the
resulting interests of Telit PDMRs in Telit Shares are expected to
be as follows:
Telit PDMR Number of New Total Holding % Holding
Issue Shares
Eyal Shefer 140,000 140,000 0.10
-------------- ------------- ----------
Paolo dal Pino 596,949 1,136,949 0.83
-------------- ------------- ----------
Notifications by the Telit PDMRs in accordance with the Market
Abuse Regulation are set out in the Appendix to this
announcement.
Following Admission (should it occur), Telit's total issued
share capital will be 136,849,446 Telit Shares and the Company does
not hold any shares in treasury. Therefore, conditional upon the
sanction of the Scheme by the Court and following Admission, the
total number of voting rights in the Company will be 136,849,446.
This figure may be used by Telit Shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure Guidance and
Transparency Rules. The ISIN Number for the Telit Shares is
GB00B06GM726.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document, a copy of which is available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Telit's website at:
https://www.telit.com/about/investor-relations/possible-offers/
.
Enquiries
Telit Communications PLC
Paolo Dal Pino, CEO Tel: +44 20 3289
Eyal Shefer, CFO 3831
Rothschild & Co (Financial adviser under Rule 3 of the Code
to Telit)
Warner Mandel/Pietro Franchi Tel: +44 20 7280
5000
FinnCap (Financial adviser, Nomad and broker to Telit)
Henrik Persson/Charlie Beeson (corporate Tel: +44 20 7220
finance) 0500
Tim Redfern/Richard Chambers (corporate
broking)
FinElk (Public relations adviser to Telit)
Robin Haddrill/Cornelia Schnepf Tel: +44 7387 108
998
Email: telit@finelk.eu
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the company's obligations under Article 17 of MAR.
Important notices
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser under Rule 3 of the Code to Telit in connection with the
matters set out herein and for no one else and will not be
responsible to anyone other than Telit for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out herein. Neither Rothschild & Co
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild & Co in connection any statement
contained herein, the Acquisition or otherwise.
FinnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Telit and for no one else
in connection with the subject matter this announcement and will
not be responsible to anyone other than Telit for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Further information
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 pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy and Form of Election, which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document. Telit
Shareholders are strongly advised to read the formal documentation
in relation to the Acquisition. Each Telit Shareholder is urged to
consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the
Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 England.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with the applicable 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 purpose of complying
with the laws of England and Wales, Market Abuse Regulation, AIM
Rules 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 of England and Wales. Unless otherwise determined by 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 use of mail or any other means
or instrumentality (including, without limitation, facsimile, email
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction.
Copies of this announcement and any formal documentation
relating to the Acquisition will not be and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from any Restricted Jurisdiction or any jurisdiction
where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the
Acquisition.
Further details in relation to Telit Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the Exchange Act and is exempt from the
registration requirements of the Securities Act. Accordingly, the
Acquisition will be subject to disclosure requirements and
practices applicable in the UK and to schemes of arrangement under
the laws of England and Wales, which are different from the
disclosure and other requirements applicable to a US tender offer.
Neither the SEC, nor any securities commission of any state of the
United States, has approved or disapproved any offer, or comment
upon the adequacy or completeness of any of the information
contained in document. Any representation to the contrary is a
criminal offence in the United States.
Financial information relating to Telit included in the Scheme
Document has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
It may be difficult for US holders of Telit Shares to enforce
their rights and any claims they may have arising under US Federal
securities laws in connection with the Acquisition, since Telit 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
Telit are located outside of the United States. US holders of Telit
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
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: (a) the offeree company; and (b) 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 1 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: (a) the offeree company; and (b) 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 Takeover 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
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Telit's website at
https://www.telit.com/about/investor-relations/possible-offers/ .
Neither the contents of this website nor the content of any other
website accessible from hyperlinks on such website is incorporated
into, or forms part of, this announcement.
APPENDIX
1. Details of Persons Discharging Managerial Responsibilities ('PDMR') / person closely associated
with them ('PCA')
a) Name Eyal Shefer
2. Reason for notification
a) Position / status Chief Financial Officer
b) Initial notification / amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Telit Communications Plc
b) LEI 213800FR4VJWKM1Z3836
4. Details of the transaction(s):
a) Description of the financial instrument Vesting of RSUs over ordinary shares of 1p each
Identification code
GB00B06GM726
b) Nature of the transaction Vesting of RSUs
c) Price(s) and volume(s) Price(s) Volume(s)
0 140,000
----------
d) Aggregated information As above
Aggregated volume Price
e) Date of the transaction 26 August 2021
f) Place of the transaction London AIM
1. Details of Persons Discharging Managerial Responsibilities ('PDMR') / person closely associated
with them ('PCA')
a) Name Paolo dal Pino
2. Reason for notification
a) Position / status Chief Executive Officer
b) Initial notification / amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
a) Name Telit Communications Plc
b) LEI 213800FR4VJWKM1Z3836
4. Details of the transaction(s):
a) Description of the financial instrument Exercise of options over ordinary shares of 1p each, settled on a net
settlement basis
Identification code
GB00B06GM726
b) Nature of the transaction Exercise of options
c) Price(s) and volume(s) Price(s) Volume(s)
0 596,949
----------
d) Aggregated information As above
Aggregated volume Price
e) Date of the transaction 26 August 2021
f) Place of the transaction London AIM
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END
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