TIDMXPD
RNS Number : 3585F
Xpediator PLC
07 July 2023
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 CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7 July 2023
RECOMMED CASH OFFER
for
XPEDIATOR PLC
by
DLM BIDCO LIMITED
a newly incorporated entity to be indirectly owned by (i) funds
advised by BaltCap, (ii) Cogels Investments and (iii) Nuoma IR
Kapitalas, as members of the Consortium, effected by means of a
Scheme of Arrangement under Part 26 of the Companies Act 2006 (the
"Scheme")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 6 April 2023, the boards of Xpediator plc ("Xpediator") and
DLM Bidco Limited ("Bidco") announced that they had reached
agreement on the terms of a recommended cash offer by Bidco for the
entire issued and to be issued ordinary share capital of Xpediator
(the "Offer"). The Offer was to be effected by means of the Scheme.
A circular in relation to the Scheme was published by Xpediator on
4 May 2023 (the "Scheme Document").
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as set out in the Scheme Document
and all references to times in this announcement are to London time
unless otherwise stated.
On 7 June 2023, the relevant Xpediator Shareholders approved the
Scheme and certain matters relating to its implementation at,
respectively, the Court Meeting and General Meeting. On 6 July
2023, Xpediator announced that the High Court of Justice had
sanctioned the Scheme at the Court Sanction Hearing held earlier on
the same date.
Xpediator is pleased to announce that following the delivery of
a copy of the Court Order (together with a copy of the Scheme and
all documents required to be annexed thereto) to the Registrar of
Companies today, the Scheme has now become Effective in accordance
with its terms and the entire issued share capital of Xpediator is
owned or controlled by Bidco.
Additionally, as a result of the Scheme becoming Effective:
-- Gillian Wilmot CBE, Rob Riddleston and Charles McGurin have
resigned as non-executive directors of the board of Xpediator and
Mike Stone has resigned as an executive director of the board of
Xpediator; and
-- Justas Veršnickas has been appointed as a director of the board of Xpediator.
Settlement
Scheme Shareholders on the register of members of Xpediator at
the Scheme Record Time, being 6.00 p.m. on 6 July 2023, will be
entitled to receive 42 pence in cash for each Scheme Share held or
the Loan Note Alternative, in respect of those Scheme Shares held
by them at the Scheme Record Time in relation to which a valid Loan
Note Election has been made.
Xpediator Shareholders on the register of members of Xpediator
at the Scheme Record Time will be entitled to receive a Special
Dividend of 2 pence in cash for each Xpediator Share held.
Settlement of the consideration to which any Xpediator
Shareholder is entitled in respect of the Offer or the Special
Dividend will be effected within 14 days of this announcement,
being 21 July 2023.
Suspension and cancellation of trading of Xpediator Shares on
the AIM market
As previously announced, dealings in Xpediator Shares were
suspended with effect from 7.30 a.m. this morning, 7 July 2023. As
a result of the Scheme having become Effective, share certificates
in respect of Scheme Shares will cease to be valid documents of
title and entitlements to Scheme Shares held in uncertificated form
in CREST are being cancelled.
An application has been made for the cancellation of the
admission to trading of Xpediator Shares on the AIM market, which
is expected to take effect at 7.00 a.m. on 10 July 2023.
Xpediator is no longer in an "Offer Period" as defined in the
Takeover Code and accordingly the dealing disclosure requirements
previously notified to investors no longer apply.
Enquiries:
Bidco
ar nas Alekna
Stephen Blyth Tel: +370 5254 6713
Rothschild & Co
(Financial adviser to Bidco)
Stuart Vincent
Harry O'Connor Tel: +44 (0)20 7280 5000
Xpediator
Gillian Wilmot CBE, Interim Chairman
Richard Myson, CFO
Graham Moore, COO Tel: +44 (0)330 043 2395
Zeus Capital
(Financial adviser, Nominated Adviser and corporate broker to
Xpediator)
David Foreman
Jamie Peel
James Hornigold Tel: +44 (0)20 3829 5000
Novella Communications
(Financial Public Relations to Xpediator)
Tim Robertson
Safia Colebrook Tel: +44 (0)20 3151 7008
AIM Rule 17, Schedule 2(g)
Justas Ver š nickas, aged 40, currently holds the following
directorships: Delamode Baltics UAB, Delamode Transport UAB,
Delamode Anglia Ltd, Delamode Latvia SIA, Delamode Estonia OU,
Nuoma IR Kapitalas UAB. There are no other disclosures in
accordance with Schedule 2(g) of the AIM Rules for Companies.
Important notices
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser to Bidco
and for no one else in connection with subject matter of this
announcement and will not be responsible to anyone other than Bidco
for providing the protections afforded to its clients or for
providing advice in relation to the subject matter of this
announcement, the contents of this announcement or any other
matters referred to in this announcement. Neither Rothschild &
Co nor any of its affiliates (nor their respective directors,
officers, employees or agents) 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 with this
announcement, any statement contained herein, the Offer or
otherwise. No representation or warranty, express or implied, is
made by Rothschild & Co as to the contents of this
announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser to Xpediator and
for no one else in connection with the Offer and will not be
responsible to anyone other than Xpediator for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer, the contents of this announcement or any
other matters referred to in this announcement. Neither Zeus
Capital 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 Zeus Capital in connection with this
announcement, any statement contained herein, the Offer or
otherwise. No representation or warranty, express or implied, is
made by Zeus Capital as to the contents 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 Offer or otherwise. The Offer is
being made solely through the Scheme Document and the accompanying
Forms of Proxy, which contain the full terms and conditions of the
Offer. Any approval, decision or other response to the Offer should
be made only on the basis of the information in the Scheme
Document.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
This announcement has been prepared in accordance with, and for
the purposes of complying with, English law, the Takeover Code, the
Market Abuse Regulation and the AIM Rules, and 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.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements.
The availability of the Offer to Xpediator Shareholders who are
not resident in and citizens of the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are a citizen. Persons who are not resident in the
United Kingdom should inform themselves of, and observe any
applicable legal or regulatory requirements of their jurisdictions.
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 Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person. Further details in relation to Overseas Shareholders
are contained in the Scheme Document.
Neither this announcement nor the Scheme Document nor any of the
accompanying documents do or are intended to 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. This announcement, the Scheme Document
and the accompanying Forms of Proxy have been prepared for the
purposes of complying with English law, the rules of the London
Stock Exchange, the AIM Rules 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 of England and Wales.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, neither this
announcement nor the Scheme Document is being made available, in
whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would constitute a violation
of the relevant laws or regulations of such jurisdiction and no
person may vote in favour of the Offer by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Copies of this announcement and any
formal documentation relating to the Offer are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction.
The Offer is subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the
Panel, the FCA, the London Stock Exchange (including pursuant to
the AIM Rules) and the Registrar of Companies.
Additional information for US investors
Xpediator Shareholders in the United States should note that the
Offer relates to the securities of a UK company and is proposed to
be effected by means of a scheme of arrangement under English law.
This announcement, the Scheme Document and certain other
announcements or documents relating to the Offer have been or will
be prepared in accordance with English law, the Takeover Code and
UK disclosure requirements, format and style, all of which differ
from those in the United States. A transaction effected by means of
a scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Offer is subject to the disclosure requirements of
and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
The Loan Notes have not been, and will not be, registered under
the US Securities Act or with any securities regulatory authority
of any state or other jurisdiction of the United States and may not
be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, in or into the United States except
pursuant to an exemption from the registration requirements of the
US Securities Act. There will be no public offer of Loan Notes in
the United States. Accordingly, the Loan Note Alternative is not
being offered, and will not be offered, directly or indirectly in
or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Loan Note Alternative may not be
applied to by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in
the United States. Accordingly, materials allowing for the Loan
Note Alternative are not being, and must not be, directly or
indirectly mailed or otherwise published, transmitted, distributed
or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any US
persons or any persons located or resident in the United States.
Any purported applicability of the Loan Note Alternative resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported applicability of the Loan Note
Alternative made by a person located in the United States or any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
Each person electing to receive the Loan Note Alternative will
represent that it is not a US person, it is not located in the
United States and it is not participating in the Offer from the
United States or acting on a non-discretionary basis for a
principal that is not a US person, it is located outside the United
States and that it is not giving an order to participate in the
Loan Note Alternative from the United States. For the purposes of
this and the above paragraph, "United States" means United States
of America, its territories and possessions (including Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands), any state of the United States of
America and the District of Columbia.
Xpediator's financial statements, and all financial information
that is included in this announcement or that may be included in
the Scheme Document, or any other documents relating to the Offer,
have been or will be prepared in accordance with International
Financial Reporting Standards and may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles.
The receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the
Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Xpediator Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Xpediator are located in countries other than the US, and some
or all of their officers and directors may be residents of
countries other than the US. US holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
Xpediator outside of the US, other than pursuant to the Offer,
until the date on which the Scheme and/ or the Takeover Offer
becomes Effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law,
including the US Exchange Act. Any information about such purchases
or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by
reference in this announcement) and other information published by
Bidco, BaltCap, any member of the Consortium or Xpediator contain
statements about Bidco, BaltCap, any member of the Consortium and
Xpediator that are or may be deemed to be forward looking
statements. All statements other than statements of historical
facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "projects" or words or terms of similar substance or
the negative thereof, are forward looking statements. Forward
looking statements include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Bidco's or
Xpediator's operations and potential synergies resulting from the
Offer; and (iii) the effects of government regulation on Bidco's or
Xpediator's business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. These
factors include, but are not limited to, the satisfaction of the
conditions to the Offer, as well as additional factors, such as
changes in political and economic conditions, changes in the level
of capital investment, retention of key employees, changes in
customer habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, and the
outcome of any litigation. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. All subsequent forward-looking statements
attributable to Bidco, BaltCap, any member of the Consortium or
Xpediator or any of their respective members, directors, officers
or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Bidco, BaltCap, any member of the Consortium and Xpediator disclaim
any obligation to update any forward-looking or other statements
contained in this announcement, except as required by applicable
law.
Publication on website
In accordance with Rule 26 of the Takeover Code, a copy of this
announcement will be made available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Xpediator's website at
https://www.xpediator.com/offer-for-xpediator-plc/ and on BaltCap's
website at https://www.baltcap.com/offer-for-xpediator-plc/ by no
later than 12 noon (London time) on the first business day
following the date of this announcement. For the avoidance of
doubt, neither the contents of these websites nor the contents of
any websites accessible from any hyperlinks are incorporated into
or form part of this announcement.
Neither the contents of Xpediator's website, nor those of
BaltCap's website, nor those of any other website accessible from
hyperlinks on either Xpediator's or BaltCap's websites, are
incorporated into or form part of this announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Takeover Code, Xpediator
Shareholders and participants in the Xpediator Share Plans may
request a hard copy of this announcement, free of charge, by
contacting Xpediator's registrar, Share Registrars Limited, by: (i)
submitting a request in writing to Share Registrars Limited, 3 The
Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, United
Kingdom; or (ii) calling +44 (0) 1252 821390. 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 a.m. and 5.30
p.m. (London time), Monday to Friday (excluding public holidays in
England and Wales). Please note that Share Registrars cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
For any of such persons who receive a copy of this announcement
in electronic form, a hard copy of this announcement will not be
sent unless so requested.
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END
SOASSESUWEDSEDW
(END) Dow Jones Newswires
July 07, 2023 05:33 ET (09:33 GMT)
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