TIDMFA. TIDMTTM
RNS Number : 5299R
FireAngel Safety Technology Group
27 October 2023
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES
OR 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 THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) No. 596/2014 AS IT
FORMS PART OF ENGLISH LAW BY VIRTUE THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (AS AMED).
27 October 2023
RECOMMED CASH OFFER
FOR
FIREANGEL SAFETY TECHNOLOGY GROUP PLC
BY
INTELLIGENT SAFETY ELECTRONICS PTE. LTD
Summary
The Boards of Intelligent Safety Electronics Pte. Ltd ("ISE")
and FireAngel Safety Technology Group plc ("FireAngel") are pleased
to announce that they have reached agreement on the terms and
conditions of a recommended cash offer to acquire the issued and to
be issued share capital of FireAngel not already owned or
controlled by ISE (the "Offer"). ISE is a company incorporated in
Singapore and wholly-owned by Siterwell Electronics Co., Ltd
("Siterwell"), a leading manufacturer of intelligent security
protection for life and property which utilises an advanced smart
security ecosystem technology. ISE currently holds approximately
17.46 per cent. of the issued ordinary shares of FireAngel Safety
Technology Group plc.
Under the terms of the Offer, the shareholders of FireAngel
("FireAngel Shareholders") will be entitled to receive:
7.40 pence per share in cash for each FireAngel Share
-- The Offer of 7.40 pence per share in cash for each FireAngel
Share (the "Offer Price") values the total issued and to be issued
share capital of FireAngel at approximately GBP27.68 million.
-- The Offer Price represents a premium of:
o approximately 252.38 per cent. to the Closing Price of 2.10
pence per FireAngel Share on 26 October 2023 (being the last
Business Day prior to the date of this announcement (the
"Announcement"));
o 46.53 per cent. to the price per FireAngel Share of 5.05
pence, being the price at which FireAngel undertook its GBP6.1
million (before expenses) equity fundraising in June 2023; and
o 198.20 per cent. to the volume-weighted average price per
FireAngel Share of 2.48 pence for the last three months to 26
October 2023 (being the last Business Day prior to the date of this
Announcement).
-- The Offer is conditional upon, among other things, valid
acceptances of the Offer being received which, together with
FireAngel Shares already held by ISE, will result in ISE holding
FireAngel Shares carrying, in aggregate, not less than 90 per cent.
of the voting rights of FireAngel.
-- The Offer is to be extended to all issued FireAngel Shares
not held by ISE and any further FireAngel Shares which are
unconditionally allotted or issued and fully paid before the Offer
closes.
-- If any dividend, distribution or other return of value is
authorised, declared, made or paid in respect of FireAngel Shares
on or after the date of this Announcement, the cash consideration
payable for each FireAngel Share shall be reduced by the amount of
any such dividend, distribution or other return of value. In such
circumstances, FireAngel Shareholders will be entitled to retain
any such dividend, distribution, or other return of value declared,
made or paid.
-- Information on the terms and conditions to which the Offer
will be subject is set out in Appendix I and will be set out in an
offer document, which ISE will despatch to FireAngel Shareholders
in due course ("Offer Document").
-- ISE currently holds 52,777,257 FireAngel Shares, representing
approximately 17.46 per cent. of FireAngel's issued ordinary share
capital, as well as 26,388,628 FireAngel Warrants which were issued
to it in connection with the participation of ISE in FireAngel's
June 2023 equity fundraising.
-- The consideration payable under the Offer will be funded out
of ISE's existing cash resources which have been made available to
it by Siterwell as a capital contribution.
-- It is intended that the Offer be effected by means of a
takeover offer within the meaning of Part 28 of the Companies Act
2006 ("CA 2006").
-- In ISE's opinion, the highly competitive market environment
in which FireAngel operates and the heightened global macroeconomic
challenges has generated headwinds for both FireAngel and its share
price. The board of ISE believes that the Offer provides a certain
path to recover lost value for FireAngel Shareholders and an
immediate and compelling proposition for all stakeholders.
-- On 6 June 2023, FireAngel announced that it had committed to
undertake a strategic review to explore options to realise value
for FireAngel Shareholders as soon as reasonably practicable. As
part of this review, the FireAngel Board considered a number of
alternative strategic options, including a sale of all or part of
the FireAngel Group and further fundraising options. Extensive work
was done in conjunction with external consultants to ensure all
potential avenues to recover and build shareholder and wider
stakeholder value were explored.
-- As part of the strategic review the FireAngel Board had
discussions with a small number of parties, including ISE, in
relation to a possible acquisition of all or part of the Group,
which has culminated in the Offer being made at the Offer Price,
representing a significant premium to FireAngel's current
prevailing share price. The Offer follows a number of previous
proposals made by ISE, each of which included a lower offer price
per FireAngel Share than the Offer Price.
-- The FireAngel Directors, who have been so advised by PwC as
to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing financial advice to
the FireAngel Directors, PwC has taken into account the commercial
assessments of the FireAngel Directors.
-- Accordingly, the FireAngel Directors unanimously intend to
recommend that the FireAngel Shareholders accept the Offer (or in
the event that the Offer is implemented by way of a Scheme, to vote
or procure voting in favour of such Scheme at the court meeting and
the resolutions relating to the Offer at any general meeting of
FireAngel), as they have irrevocably undertaken so to do (or
procure to be done) in respect of their own beneficial
shareholdings (or the shareholdings they control), such holdings
amounting to 13,754,611 FireAngel Shares, representing
approximately 4.55 per cent. of FireAngel's issued share capital.
PwC is providing independent financial advice to the FireAngel
Directors for the purposes of Rule 3 of the Takeover Code. These
irrevocable undertakings cease to be binding, inter alia, on the
earlier of the Long-stop Date and the time and date on which the
Offer is withdrawn, lapses or otherwise terminates in accordance
with its terms, or ISE announces, with the consent of the Panel,
that it does not intend to proceed with the Offer.
-- This summary should be read in conjunction with the full text
of this Announcement. The Offer will be subject to the conditions
and further terms set out in Appendix I to this Announcement and to
the full terms and Conditions to be set out in the Offer Document
to be despatched to FireAngel Shareholders containing the full
terms and conditions of the Offer. Appendix II to this Announcement
contains further details of the sources of information and bases of
calculations set out in this Announcement. Appendix III sets out
further information in respect of Irrevocable Undertakings received
by ISE in respect of the Offer and Appendix IV contains definitions
of certain expressions used in this summary and in this
Announcement.
Commenting on the Offer, Andrew Blazye (Chairman of FireAngel)
said:
"As part of its strategic review of FireAngel, the Board has
considered a number of options for the Group in order to ensure all
potential avenues to build stakeholder value have been fully
explored.
The Board is very mindful of the continued trading challenges
the Group faces in the medium term and believes this offer by ISE
represents an opportunity for shareholders to realise a return, in
cash, at a significant premium to FireAngel's current prevailing
share price. FireAngel has a longstanding relationship with ISE
through Siterwell, initially as a valued manufacturing partner and
more recently as a major shareholder, and the Board is confident
that it can provide a supportive environment for FireAngel's long
term success."
Commenting on the Offer, Wang Jiejun (a director of ISE)
said:
"We think this is a great deal for FireAngel Shareholders and
are delighted that the Board has recommended our offer. We believe
it represents an excellent premium to the share price and encourage
shareholders to accept the offer."
Copies of this Announcement will be made available on ISE's
website at www.intelligentse.com/?investor.
Further information and enquiries
FireAngel
Neil Radley, Chief Executive Officer / Zoe Fox, Chief Finance
Officer
+44 24 7771 7700
PwC (Financial Adviser to FireAngel)
Iain Reilly / Jon Raggett / Marcela Salgado Escalante
+44 20 7583 5000
Shore Capital (Nominated adviser and broker to FireAngel)
Tom Griffiths/ David Coaten/ Tom Knibbs
+44 20 7408 4050
Houston (Financial PR to FireAngel)
Kate Hoare / Kay Larsen / Ben Robinson
+44 20 4529 0549
ISE
Enquiries to be made via SPARK as set out below.
SPARK Advisory Partners Limited (Financial adviser to ISE)
Matt Davis / James Keeshan
Tel: +44 20 3368 3550
Hill Dickinson LLP is acting as legal adviser to ISE. Pinsent
Masons LLP is acting as legal adviser to FireAngel.
Important Notices
SPARK Advisory Partners Limited ("SPARK"), which is regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial advisor to ISE and no one else in
connection with the matters referred to in this Announcement, and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the matters referred
to in this Announcement and is not, and will not be, responsible to
anyone other than ISE for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any transaction or arrangement referred to in this
Announcement. Neither SPARK nor any of its group undertakings or
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 SPARK in connection with this Announcement or any matter
referred to herein.
PricewaterhouseCoopers LLP ("PwC"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to FireAngel and for
no-one else in connection with the matters referred to in this
Announcement and will not be responsible to any person other than
FireAngel for providing the protections afforded to clients of PwC,
nor for providing advice in relation to the contents of this
Announcement. Neither PwC nor any of its members owes, accepts or
assume any duty of care, 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 PwC in
connection with the matters referred to in this Announcement, or
otherwise.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together "Shore Capital"), which are
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting exclusively as nominated adviser and
broker, respectively, to FireAngel and for no-one else in
connection with the matters referred to in this Announcement and
will not be responsible to any person other than FireAngel for
providing the protections afforded to clients of Shore Capital, nor
for providing advice in relation to the contents of this
Announcement. Neither Shore Capital nor any of its members owes,
accepts or assume any duty of care, 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 Shore Capital in connection with the matters referred to in this
Announcement, or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in the United States or
any jurisdiction in contravention of applicable law.
The Offer will be made solely by the Offer Document (together
with, in the case of FireAngel Shares in certificated form, the
Form of Acceptance (as defined in Appendix IV)), which will contain
the full terms and condition of the Offer, including details of how
the Offer may be accepted. FireAngel Shareholders should carefully
read the Offer Document (and, if they hold their FireAngel Shares
in certificated form, the Form of Acceptance) in its entirety
before making a decision with respect to the Offer. Each FireAngel
Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences to it (or its
beneficial owners) of the Offer.
The Offer will be subject to the Conditions and further terms
set out in this Announcement and to the full terms and condition
that will be set out in the Offer Document and, in respect of
FireAngel Shares held in certificated form, the Form of
Acceptance.
The Offer Document and Form of Acceptance containing further
details of the Offer will be despatched to FireAngel Shareholders
as soon as reasonably practicable, and in any event within 28 days
of the date of this Announcement.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
The Offer relates to securities in a company which is registered
in England and Wales, which is admitted to trading on AIM and is
subject to the disclosure requirements, rules and practices
applicable to such companies, which differ from those of Restricted
Jurisdictions in certain material respects. This Announcement has
been prepared for the purposes of complying with English law, the
AIM Rules for Companies, the Market Abuse Regulation, the rules of
London Stock Exchange 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 the United Kingdom.
The release, publication or distribution of this Announcement in
or into certain 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
requirements.
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.
Copies of this Announcement and formal documentation relating to
the Offer shall not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States
or any other 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 the United States or any other Restricted
Jurisdiction. Doing so may render invalid any related purported
acceptance of the Offer.
Unless otherwise determined by the Code and permitted by
applicable law and regulation, the Offer may not be made, directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of the United States or any other
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities or
otherwise from within the United States or any other Restricted
Jurisdiction. Accordingly, copies of this Announcement, the Offer
Document, the Form of Acceptance and all other accompanying
documents relating to the Offer are not being, and must not be
directly or indirectly, mailed or otherwise distributed or sent in,
into or from the United States or any other Restricted
Jurisdiction. Persons receiving this Announcement, Offer Document,
the Form of Acceptance and all other accompanying documents
relating to the Offer (including, without limitation, custodians,
nominees and trustees) should observe these restrictions and must
not mail, otherwise forward, send, or distribute them in, into or
from the United States or any other Restricted Jurisdiction or use
such mails or any such means, instrumentality or facility for any
purpose directly or indirectly in connection with the Offer, and
doing so may render invalid any related purported acceptance of the
Offer.
Further details in relation to Overseas Shareholders shall be
contained in the Offer Document.
Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by FireAngel, ISE or any
member of the Wider ISE Group contain statements which are, or may
be deemed to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which ISE and any member of the Wider ISE Group
operates now and in the future and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. The
forward-looking statements contained in this Announcement relate to
ISE, any member of the Wider ISE Group's future prospects,
developments and business strategies, the expected timing and scope
of the Offer and other statements other than historical facts. In
some cases, these forward looking statements can be identified by
the use of forward looking terminology, including the terms
"believes", "estimates", "will look to", "would look to", "plans",
"prepares", "anticipates", "expects", "is expected to", "is subject
to", "intends", "may", "will", "shall" or "should" or their
negatives or other variations or comparable terminology. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that
shall occur in the future. These events and circumstances include
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions prove incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward looking statements should therefore be
construed in the light of such factors.
Neither ISE or any member of the Wider ISE Group, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this document shall actually occur.
Given these risks and uncertainties, potential investors should not
place any reliance on forward looking statements. The forward
looking statements speak only at the date of this document. All
subsequent oral or written forward looking statements attributable
to any member of the Wider ISE Group, or any of their respective
associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement
above.
ISE and the Wider ISE Group expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
No profit forecasts or estimates
No statement in this Announcement is intended or shall be deemed
to be a profit forecast, estimate or projection of the future
financial performance of ISE or FireAngel for any period except as
otherwise stated and no statement in this Announcement should be
interpreted to mean that cashflow from operations, earnings or
earnings per share or income of those persons (where relevant) for
the current or future financial years would necessarily match or
exceed the historical published cashflow from operations, earnings
or earnings per share or income of those persons (where
relevant).
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 (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 p.m. on the 10(th) business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on
the 10(th) 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
(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 p.m. 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 Panel's website at http://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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by FireAngel Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from FireAngel may be provided to ISE during the
Offer Period as requested under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
This Announcement, together with all information incorporated
into this document by reference to another source and the documents
required to be published pursuant to Rule 26 of the Code, shall be
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on ISE's website at
www.intelligentse.com/?investor and FireAngel's website at
www.fireangeltech.com by no later than 12 noon (London time) on the
Business Day following this Announcement. For the avoidance of
doubt, the contents of these websites and any websites accessible
via hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
In accordance with Rule 30.3 of the Code, FireAngel Shareholders
and persons with information rights may request a hard copy of this
Announcement and/or any information incorporated into this
Announcement by reference to another source by contacting the
Receiving Agent, Computershare Investor Services PLC on 0370 707
4040 or on +44 370 707 4040 if calling from overseas, or in writing
at Computershare, Corporate Actions, Bristol BS99 6AH. You may also
request that all future documents, announcements and information to
be sent to you in relation to the offer should be in hard copy
form. 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.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR 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 THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) No. 596/2014 AS IT
FORMS PART OF THE UK LAW BY VIRTUE THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (AS AMED).
27 October 2023
RECOMMED CASH OFFER
FOR
FIREANGEL SAFETY TECHNOLOGY GROUP PLC
BY
INTELLIGENT SAFETY ELECTRONICS PTE. LTD
1. Introduction
The Boards of Intelligent Safety Electronics Pte. Ltd ("ISE")
and FireAngel Safety Technology Group plc ("FireAngel" or the
"Company") are pleased to announce that they have reached agreement
on the terms and conditions of a recommended cash offer to acquire
the issued and to be issued share capital of FireAngel not already
owned or controlled by ISE (the "Offer"). ISE is a company
incorporated in Singapore and wholly-owned by Siterwell Electronics
Co., Ltd ("Siterwell"), a leading manufacturer of intelligent
security protection for life and property which utilises an
advanced smart security ecosystem technology. ISE currently holds
approximately 17.46 per cent. of the issued ordinary shares of
FireAngel Safety Technology Group plc.
2. The Offer
Under the terms of the Offer, which shall be subject to the
Conditions and further terms set out in Appendix I and to the full
terms and Conditions to be set out in the Offer Document and, in
respect of FireAngel Shares held in certificated form, the Form of
Acceptance, FireAngel Shareholders will be entitled to receive:
7.40 pence per share in cash for each FireAngel Share
The Offer of 7.40 pence per share in cash for each FireAngel
Share (the "Offer Price") values the total issued and to be issued
share capital of FireAngel at approximately GBP27.68 million.
The Offer Price represents a premium of:
-- approximately 252.38 per cent. to the Closing Price of 2.10
pence per FireAngel Share on 26 October 2023 (being the last
Business Day prior to the publication of the Announcement);
-- 46.53 per cent. to the price per FireAngel Share of 5.05
pence, being the price at which FireAngel undertook its GBP6.1
million (before expenses) equity fundraising in June 2023; and
-- 198.20 per cent. to the volume-weighted average price per
FireAngel Share of 2.48 pence for the last three months to 26
October 2023 (being the last Business Day prior to the publication
of the Announcement).
The Offer is conditional upon, among other things, valid
acceptances of the Offer being received which, together with
FireAngel Shares already held by ISE, will result in ISE holding
FireAngel Shares carrying, in aggregate, not less than 90 per cent.
of the voting rights of FireAngel.
The Offer is to be extended to all issued FireAngel Shares not
held by ISE and any further FireAngel Shares which are
unconditionally allotted or issued and fully paid before the Offer
closes.
If any dividend, distribution or other return of value is
authorised, declared, made or paid in respect of FireAngel Shares
on or after the date of this Announcement, the cash consideration
payable for each FireAngel Share shall be reduced by the amount of
any such dividend, distribution or other return of value. In such
circumstances, FireAngel Shareholders shall be entitled to retain
any such dividend, distribution, or other return of value declared,
made or paid.
The FireAngel Shares will be acquired pursuant to the Offer
fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or
interests together with all rights attaching thereto including,
without limitation, the right to receive all dividends and other
distributions (if any) announced, declared, made or paid after the
date of this Announcement.
The Offer will extend to all FireAngel Shares unconditionally
allotted or issued and fully paid on the date of the Offer and any
FireAngel Shares which are unconditionally allotted or issued and
fully paid (including pursuant to the exercise of options under the
FireAngel Share Option Schemes or FireAngel Warrants), and any
Treasury Shares unconditionally sold or transferred by FireAngel,
in each case whilst the Offer remains open for acceptance or by
such earlier date as ISE may, subject to the Code, decide, not
being earlier than the date on which the Offer becomes
unconditional.
3. Background to and reasons for the Offer
FireAngel was founded in September 1998 and completed an initial
public offering in April 2014, pursuant to which its shares were
admitted to trading on AIM.
ISE was incorporated on 3 November 2022 to expand Siterwell's
international business. To date, ISE's only activities have been to
acquire shares in FireAngel.
Siterwell has been a manufacturing partner to FireAngel since
2017 and, through ISE, has held FireAngel Shares since June 2023
when it participated in an equity fundraising (by way of an open
offer and placing). ISE currently holds 52,777,257 Shares in
FireAngel representing approximately 17.46 per cent. of the
existing issued share capital of FireAngel. As part of the equity
fundraising, it also subscribed for 26,388,628 FireAngel
Warrants.
In ISE's opinion, the highly competitive market environment in
which FireAngel operates and the heightened global macroeconomic
challenges, has generated headwinds for operators in the fire
safety sector. The board of ISE believes that the Offer provides
Shareholders the ability to realise value for their investment at a
substantial premium to the prevailing share price.
The board of ISE believes that the Enlarged Group would benefit
from further business support and financial resources that ISE
would bring.
4. RECOMMATION OF FIREANGEL
The FireAngel Directors, who have been so advised by PwC as to
the financial terms of the Offer, consider the terms of the Offer
to be fair and reasonable. In providing financial advice to the
FireAngel Directors, PwC has taken into account the commercial
assessments of the FireAngel Directors. Accordingly, the FireAngel
Directors unanimously intend to recommend that the FireAngel
Shareholders accept the Offer (or in the event that the Offer is
implemented by way of a Scheme, to vote or procure voting in favour
of such Scheme at the court meeting and the resolutions relating to
the Offer at any general meeting of FireAngel), as they have
irrevocably undertaken so to do (or procure to be done) in respect
of their own beneficial shareholdings (or the shareholdings they
control), such holdings amounting to 13,754,611 FireAngel Shares,
representing approximately 4.55 per cent. of FireAngel's issued
share capital. PwC is providing independent financial advice to the
FireAngel Directors for the purposes of Rule 3 of the Takeover
Code.
5. BACKGROUND TO AND REASONS FOR THE RECOMMATION
On 6 June 2023, the FireAngel Board announced a fundraising
(which was substantially supported by ISE) and that it was
commencing a strategic review. As part of this review, the
FireAngel Board considered a number of strategic options, including
a sale of all or part of the FireAngel Group and further
fundraising options. Extensive work was done in conjunction with
external consultants to ensure all potential avenues to recover and
build shareholder and wider stakeholder value were explored.
As part of the strategic review the FireAngel Board had
discussions with a small number of parties, including ISE, in
relation to a possible acquisition of all or part of the Group,
which has culminated in the Offer being made at the Offer Price of
7.40 pence in cash, representing a significant premium to
FireAngel's current prevailing share price. The Offer follows a
number of previous proposals made by ISE, each of which included a
lower offer price per FireAngel Share than the Offer Price.
Following the release of FireAngel's interim results on 26
September 2023, and noting the trading challenges and the ongoing
uncertainties (highlighted in the sections below), the FireAngel
Board took the decision to widen its advisory team and subsequently
engaged PwC as its financial advisor to explore potential
fundraising and sale options for the business.
In considering the financial terms of the Offer and determining
whether they reflect an appropriate valuation of the FireAngel
Group and its future prospects, the FireAngel Board has considered
a number of factors, as set out below.
The Offer Price represents an opportunity for FireAngel
Shareholders to realise proceeds in cash at a very significant
premium to the recent share price, representing a premium of:
-- 252.38 per cent. to the closing price of 2.10 pence per
FireAngel Share on 26 October 2023, being the last day of trading
before this Announcement;
-- 198.20 per cent. to the volume weighted average price of 2.48
pence per FireAngel Share for the last three months to 26 October
2023, being the last Business Day prior to the publication of this
Announcement; and
-- 46.53 per cent. to the place price of 5.05 pence per
FireAngel Share for the equity fundraising completed in June
2023.
As part of its review of FireAngel's forecasts for the period to
31 December 2024 the FireAngel Board has considered key factors
including:
-- the achievement of the sales forecasts;
-- ability to achieve higher margins; and
-- the costs of exiting one of its key manufacturing agreements.
Whilst good progress has been made in reducing the peak levels
of stock seen in June 2023, the business remains in an overstocked
position which, combined with subdued demand, could be a risk to
margins and the ability to realise cash from a stock reduction.
FireAngel operates in a sector where inflationary pressure has
been seen to have a major impact, with a rise in both component
costs and headcount costs within the UK. Whilst the business has
been able to pass on some of the cost increases, and the margin has
improved during 2023, it has been at the expense of a significant
sales volume reduction. This is a further risk to ongoing margins
for the FireAngel Group.
The transfer of manufacturing capability is a major activity
requiring significant planning and resources. Any changes to
underlying assumptions, or the inability to deliver the plan, could
lead to excess/shortages of inventory, which could impact financial
performance and funding requirements in the short term.
Trading conditions remain challenging in the short term.
Although the FireAngel Board notes significant improvement in
operational and sales processes since the new management team
started in June 2023, any material impact from those changes will
only start to take effect in 2024. FireAngel believes that its new
product road map will give it a significant opportunity to exploit
both the retail and trade markets in the UK and Europe. However,
those products will only start to benefit the business in the
second half of 2024. Whilst the FireAngel Board believes in the
opportunities afforded by those products, it notes the uncertainty
surrounding the finalisation of development, subsequent
manufacturing and marketing launch that is required to be
successful. External market factors such as this are a key driver
behind the FireAngel Board's noting of material uncertainty around
future trading. ISE, as a wholly-owned subsidiary of Siterwell, is
well placed to take advantage of the opportunity presented and to
combat the headwinds facing the business with its significant
global operation in this sector.
The FireAngel Board considered realising proceeds from a sale of
certain business assets. However, as a result of the Offer, ISE has
agreed that it will make available funding to FireAngel if required
should, among other things, the Offer not yet have completed,
lapsed or been withdrawn by 31 December 2023 and the Offer
continues to be recommended by the directors of FireAngel. This
commitment has been made via a facility agreement entered into
between FireAngel and ISE which is summarised in paragraph 12
below.
Having run sensitivity analyses on the key assumptions,
FireAngel announced in its interim results that it faces material
uncertainty. While in the base case scenario FireAngel had
sufficient cash headroom, the sensitised downside scenario required
the FireAngel Board to undertake further mitigating actions which
the FireAngel Board deemed achievable in order to maintain
sufficient headroom.
The FireAngel share price has declined significantly since the 6
June 2023 fundraising. Although the FireAngel Board believes that
there is a pathway to a strong standalone business, given the
continuing demand for the FireAngel Group's products as driven by
the societal and regulatory changes across FireAngel's key markets,
there are a number of material risks and significant work to be
undertaken to achieve this objective. The strategic review process
identified the key areas within the business requiring focus and
attention, and whilst the FireAngel Board believes the objectives
are achievable, the turnaround entails significant execution risk.
It is also possible that FireAngel would need additional funding to
deliver these objectives.
The FireAngel Board is also mindful that if it were to undertake
a further fundraising from shareholders, then to the extent that
this were supported by shareholders, it is likely to be at a
discount to the prevailing share price and, consequently, would be
highly dilutive to existing shareholders. Support for such a
fundraising is also not a certainty.
6. IRREVOCABLE UNDERTAKINGS
FireAngel Directors have provided irrevocable undertakings to
accept the Offer in respect of 13,754,611 FireAngel Shares held by
them (and persons connected with them) which represent
approximately 4.55 per cent. of the existing issued ordinary share
capital of FireAngel as at the Last Practicable Date. These
irrevocable undertakings cease to be binding, inter alia, on the
earlier of the Long-stop Date and the time and date on which the
Offer is withdrawn, lapses or otherwise terminates in accordance
with its terms, or ISE announces, with the consent of the Panel,
that it does not intend to proceed with the Offer.
ISE has therefore received irrevocable undertakings in respect
of 13,754,611 FireAngel Shares (representing, in aggregate,
approximately 4.55 per cent. of the existing issued ordinary share
capital of FireAngel) as at the Last Practicable Date.
Further details of these irrevocable undertakings (including the
circumstances in which they cease to be binding) are set out in
Appendix III of this Announcement.
7. Information ON ISE
ISE is a private company limited by shares incorporated in the
Republic of Singapore. It is wholly-owned by Siterwell Electronics
Co. Ltd (" Siterwell ") and was incorporated to expand Siterwell's
international business. .It is not a trading business and does not
own shares in any company other than FireAngel.
The current directors of ISE are Wang Xufei, Yap Poh Kee and
Wang Jiejun.
Siterwell is a high-tech manufacturer which focuses on
developing and manufacturing various types of sensor alarms, IOT,
security industry application solutions and smart home solutions.
Its manufacturing is based in Ningbo, China with a building area of
56,000 square metres and a yearly production capacity of over 36
million devices exporting to around 70 countries. ISE also has a
large research and development department, including over 150
engineers across four centres, and international sales centres in
China and the Netherlands.
8. Information about FireAngel
FireAngel is a distributor of European home safety products. Its
principal products include smoke alarms, carbon monoxide ('CO')
alarms and accessories sold under the principal brand of FireAngel.
FireAngel manufacturers CO alarm sensors at its Canadian
subsidiary, Pace Sensors. All other manufacturing and product
assembly is out-sourced to independent third parties including
Siterwell.
9. ISE's intentions regarding FireAngel'S business, management and employees
FireAngel Shareholders should note that ISE has not had any
substantive access to FireAngel's non-public information or
documentation and therefore has not been able to perform any due
diligence on such information or documentation, or undertake any
substantial non-public analysis in order to formulate detailed
plans regarding the impact of the Offer on FireAngel and its
employees, management, businesses, operations and otherwise.
However, ISE already has a certain degree of understanding and
appreciation of FireAngel's business and is confident that ISE will
be able to improve FireAngel's business performance. This
assessment of the business is based on the ISE's own outside-in
perspectives, industry benchmarks and publicly available
information.
The proposals outlined in this paragraph 9 remain subject to
detailed implementation planning following completion of the Offer.
ISE will undertake a strategic review of organisational structure,
key functions, processes and systems of both companies, which ISE
expects to take up to six months to complete. From this review ISE
expects to identify potential efficiencies and synergies which will
assist ISE in determining how best to improve FireAngel's business
performance.
Ahead of completing this review ISE believes that the outcome
may result in material (which ISE defines as in the region of 5 per
cent.) savings on both payroll (through reduced headcount) and
non-pay overheads on a combined basis, from eliminating operational
inefficiencies or duplicated functions or roles. Currently, ISE is
unable to identify the mix of headcount and other savings between
ISE and FireAngel, but it is expected that this will include
changes to the FireAngel Board and a reduction in headcount of
FireAngel's public company-related functions. It is expected that
proposals regarding incentivisation arrangements for management and
employees of the FireAngel Group will be considered.
ISE intends to retain the current headquarters and headquarter
functions, operations and place of business of both FireAngel and
ISE.
In respect of both FireAngel and ISE, ISE has no intention of
making material changes to the balance of skills and functions of
employees and management and no intention to make material changes
to the conditions of employment of staff or management.
ISE has not entered into, has not had discussions on proposals
to enter into, any form of incentivisation nor any other
arrangements with the management and employees of FireAngel (other
than the headcount reductions outlined above).
ISE will maintain existing arrangements for employer
contributions to the pension schemes of both companies.
ISE has no plans to redeploy any fixed assets of either company
and intends to maintain the R&D operations that each company
currently has.
ISE intends to de-list FireAngel from AIM, which ISE expects
will result in savings of time and cost. Paragraph 16 below details
the intentions of ISE in relation to cancellation of trading in
FireAngel Shares on AIM, compulsory acquisition and
re-registration.
ISE otherwise confirms that, following the Offer becoming
unconditional in accordance with its terms, the existing
contractual and statutory employment rights, including in relation
to pensions, of the FireAngel Group's management and employees will
be fully safeguarded in accordance with applicable law.
10. FIREANGEL SHARE OPTION SCHEMES AND FIREANGEL WARRANTS
The Offer will affect holders of options under the FireAngel
Share Option Schemes and holders of FireAngel Warrants. Appropriate
proposals will be made to the holders of such options and warrants
in accordance with Rule 15 of the Code, and each grant of such
options and warrants shall be treated in accordance with the rules
applicable to it. Further details of these arrangements will be
communicated to holders of options under the FireAngel Share Option
Schemes and holders of FireAngel Warrants in due course.
The Offer extends to any FireAngel Shares which are
unconditionally allotted or issued and fully paid (or credited as
fully paid) on or before the date on which the Offer closes (or
such earlier date as ISE may, subject to the Takeover Code, decide)
including any such shares allotted or issued pursuant to the
exercise, release or other settlement of existing options, awards
and any other rights granted under the FireAngel Share Option
Schemes or FireAngel Warrants following the Offer becoming or being
declared unconditional in all respects.
11. Financing of the Offer
The cash consideration payable under the Offer will be provided
from ISE's existing cash resources, which have been made available
to it by way of a capital contribution from its parent company,
Siterwell. The funds for the capital contribution made by Siterwell
derive from funds accumulated through profits of the Siterwell
business.
SPARK, in its capacity as financial adviser to ISE, is satisfied
that sufficient resources are available to ISE to satisfy in full
the cash consideration payable to FireAngel Shareholders under the
terms of the Offer.
12. OFFER RELATED ARRANGEMENTS
Confidentiality agreement
ISE and FireAngel entered into a confidentiality agreement on 23
October 2023 pursuant to which ISE has undertaken, among other
things, to: (i) keep information relating to FireAngel and the
Offer confidential and not disclose it to third parties (other than
to certain permitted disclosees) except as required by applicable
law or regulation; and (ii) use the confidential information for
the sole purpose of evaluating and considering the Offer. These
confidentiality obligations will remain in force for two years from
the date of the confidentiality agreement.
Facility agreement
Subject to the Offer not being completed by 31 December 2023 or
having been withdrawn, lapsed or terminated and it continuing to be
recommended by the directors of FireAngel and usual events of
default not continuing, ISE has confirmed that it will make
available a loan facility to FireAngel of up to GBP1m in order to
fund the business of FireAngel to be utilised, if required, from 1
January 2024, until 30 June 2024. In connection with this proposal,
ISE and FireAngel have entered into a facility agreement in
relation to this funding ("Facility Agreement"). Under the Facility
Agreement, loans would be made available by ISE to FireAngel in
such amounts as may be required by FireAngel, provided that
FireAngel submits a drawdown request to ISE not less than ten days
before such funds are required setting out the proposed use of the
funds to be drawn pursuant to the relevant drawdown request. All
drawn amounts shall accrue interest at a fixed rate of 6 per cent.
per annum. The loans together with any interest shall be repayable
on the date falling 3 months after the earlier of:
(a) Secretary of State notifying the Lender that no further
action will be taken in relation to the Transaction pursuant to
s.18(8)(b)(ii) of the National Security and Investment Act 2021
("NSIA"); or
(b) in the event that a call-in notice is given in relation to
the Transaction under s.1 of the NSIA; either
(i) the Secretary of State giving a final notification pursuant
to s.26(1)(b) of the NSIA in relation to the Transaction; or
(ii) the Secretary of State making a final order pursuant to
s.26(1)(a) of the NSIA in relation to the Transaction; or
(c) the date upon which the Offer lapses, is terminated or is
withdrawn.
Related Party Transaction
FireAngel entering into the facility agreement with ISE (as
referred to above) is a related party transaction pursuant to AIM
Rule 13 of the AIM Rules for Companies. The FireAngel Directors
consider, having consulted with Shore Capital and Corporate
Limited, FireAngel's nominated adviser, that the terms of the
facility agreement are fair and reasonable insofar as the FireAngel
Shareholders are concerned.
13. Disclosure of Interests in Relevant Securities
As at the close of business on the Last Practicable Date, save
for the 52,777,257 FireAngel Shares currently held by ISE,
representing approximately 17.46 per cent. of the issued ordinary
share capital of FireAngel, and the 26,388,628 FireAngel Warrants
held by ISE as a result of participating in the equity fundraising
carried out by FireAngel in June 2023, neither ISE nor, so far as
ISE is aware, any person acting in concert with ISE for the
purposes of the Offer, has an interest in or right to subscribe
for, or has any arrangement in relation to, relevant securities of
FireAngel, or had any short position in relation to any relevant
securities of FireAngel, whether conditional or absolute and
whether in the money or otherwise, including any short position
under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of relevant securities of FireAngel, or has borrowed or
lent (including for these purposes, entering into any financial
collateral arrangements of the kind referred to in Note 4 to Rule
4.6 of the Code) any relevant securities of FireAngel. For these
purposes, "arrangement" includes any indemnity or option
arrangement, and any agreement or understanding, formal or
informal, of whatever nature, relating to FireAngel Shares which
may be an inducement to deal or refrain from dealing in such
shares. In this paragraph, "relevant securities of FireAngel" means
FireAngel Shares and securities convertible into, or rights to
subscribe for, options (including trade options) in respect thereof
and derivatives referenced thereto.
14. FURTHER DETAILS OF THE OFFER
ISE reserves the right, subject to the prior consent of the
Panel, to implement the Offer by way of a scheme of arrangement. In
such event, the Offer will be implemented on the same terms, so far
as applicable, as those which would apply under a contractual
offer, subject to appropriate amendments to reflect the change in
method of effecting the Offer.
The Offer Document and, in respect of FireAngel Shares held in
certificated form, the Form of Acceptance accompanying the Offer
Document will be published as soon as possible, and in any event
within 28 days of this Announcement (or such later date as may be
agreed with the Panel). The Offer Document and in respect of
FireAngel Shares held in certificated form, the accompanying Form
of Acceptance will be made available to all FireAngel Shareholders
(except in Restricted Jurisdictions) at no charge to them.
FireAngel Shareholders are urged to read the Offer Document and the
accompanying Form of Acceptance when they are sent to them because
they will contain important information.
15. CONDITIONS
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this Announcement, which include:
-- valid acceptances of the Offer having been received (and not
validly withdrawn in accordance with the rules and requirements of
the Code and the terms of the Offer) by no later than 1.00 p.m.
(London time) on the Unconditional Date (or such other times and/or
dates as ISE may specify, subject to the rules of the Code and
where applicable with the consent of the Panel) in respect of such
number of FireAngel Shares as shall, when aggregated with the
FireAngel Shares already held by ISE at the date of this
Announcement and the FireAngel Shares acquired or unconditionally
agreed to be acquired (whether pursuant to the Offer or otherwise)
by ISE and/or any of its wholly-owned subsidiaries, represent
FireAngel Shares carrying in aggregate not less than 90 per cent.
of the voting rights then exercisable at a general meeting of
FireAngel (or such lesser percentage as ISE may decide, with the
consent of FireAngel, provided that ISE together with its
wholly-owned subsidiaries shall hold or have acquired or agreed to
acquire (whether pursuant to the Offer or otherwise), directly or
indirectly, FireAngel Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general
meeting of FireAngel) (the "Acceptance Condition"). Unless the
Panel consents otherwise, the Acceptance Condition shall only be
capable of being satisfied when all other Conditions set out in
Part A of Appendix I have been satisfied or waived.
-- certain regulatory conditions, as set out in paragraph 2 of
Part A of Appendix I to this document. In particular, ISE has
determined that a notification to the Secretary of State in the
United Kingdom ought to be made pursuant to the National Security
and Investment Act 2021 ("NSIA"), and that the Transaction may not
complete until either:
-- following the notification of the Transaction in accordance
with the NSIA, the Secretary of State notifying ISE (before the
expiry of the relevant assessment period within which the Secretary
of State may give a call-in notice under the NSIA) that no further
action will be taken in relation to the Transaction; or
-- in the event that a call-in notice is given in relation to
the Transaction, the Secretary of State either:
-- giving a final notification confirming that no further action
will be taken in relation to the Transaction under the NSIA; or
-- making a final order permitting the Transaction to proceed
subject only to such remedies or requirements that are in all
respects reasonably acceptable to ISE and FireAngel, and such order
not being revoked or varied before completion of the
Transaction.
Subject to the satisfaction or waiver of the Conditions and
certain further terms set out in Appendix I, it is expected that
the Offer will become or be declared unconditional on or before 3
April 2024.
The Offer will lapse unless all of the Conditions have been
fulfilled or, where permitted, waived or, where appropriate, have
been determined by ISE to be or remain satisfied, by midnight
(London time) on the earlier of the Unconditional Date or the
Long-stop Date (subject to the rules of the Code and where
applicable, the consent of the Panel). Further details are set out
in Appendix I to this Announcement.
16. CANCELLATION OF TRADING ON AIM, COMPULSORY ACQUISITION AND RE-REGISTRATION
If the Offer becomes or is declared unconditional, and valid
acceptances in respect of FireAngel Shares which, together with
FireAngel Shares acquired, or agreed to be acquired, before or
during the Offer by ISE, represent not less than 90 per cent. of
the voting rights attaching to the FireAngel Shares (or such lesser
percentage as ISE may decide, with the consent of FireAngel,
provided that ISE together with its wholly-owned subsidiaries shall
hold or have acquired or agreed to acquire (whether pursuant to the
Offer or otherwise), directly or indirectly, FireAngel Shares
carrying in aggregate more than 50 per cent. of the voting rights
then normally exercisable at a general meeting of FireAngel), ISE
intends to procure that FireAngel will make an application to
cancel the admission of the FireAngel Shares to trading on AIM.
If such application is made, it is expected that cancellation of
admission to trading on AIM will take place no earlier than 20
Business Days after the date on which ISE has, by virtue of its
shareholding and acceptance of the Offer, acquired, or agreed to
acquire, 75 per cent. of the voting rights attaching to the
FireAngel Shares. ISE will procure that FireAngel makes a
regulatory announcement when the necessary 75 per cent. threshold
has been reached confirming that the notice period has commenced
and the anticipated date of cancellation and withdrawal.
If the Offer becomes or is declared unconditional, and valid
acceptances in respect of FireAngel Shares which, together with
FireAngel Shares acquired before or during the Offer by ISE,
represent not less than 50 per cent. and not more than 90 per cent.
of the voting rights attaching to the FireAngel Shares, ISE intends
to procure that, at a meeting of FireAngel Shareholders, a vote is
held on a resolution that FireAngel make an application to cancel
the admission of the FireAngel Shares to trading on AIM.
Following the Offer becoming or being declared unconditional in
all respects and the admission to trading on AIM of FireAngel
Shares having been cancelled, FireAngel will be re-registered as a
private limited company under the relevant provisions of the CA
2006. Such cancellation and re-registration would significantly
reduce the liquidity and marketability of any FireAngel Shares in
respect of which the Offer has not been accepted at that time and
their value may be affected as a consequence. Any remaining
FireAngel Shareholders (unless their FireAngel Shares are acquired
by ISE pursuant to the provisions of Part 28 of the Companies Act)
would become minority shareholders in a majority controlled private
limited company and they may therefore be unable to sell their
FireAngel Shares. There can be no certainty that FireAngel would
pay any dividends or other distributions or that such minority
FireAngel Shareholders would again be offered an opportunity to
sell their FireAngel Shares on terms which are equivalent to or no
less advantageous than those under the Offer.
For so long as FireAngel Shares remain admitted to trading on
AIM, ISE intends that FireAngel maintain a board of directors that
complies with the relevant rules of the exchanges and the QCA
Corporate Governance Code.
If ISE receives acceptances under the Offer in respect of, or
otherwise acquires, 90 per cent. or more of FireAngel Shares to
which the Offer relates and not less than 90 per cent. of the
voting rights carried by those shares, ISE intends to exercise its
rights pursuant to the provisions of sections 974 to 991
(inclusive) of the CA 2006 to acquire compulsorily the remaining
FireAngel Shares in respect of which the Offer has not been
accepted on the same terms as the Offer.
17. Overseas Shareholders
The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves about and
observe any applicable requirements. Further details in relation to
Overseas Shareholders will be contained in the Offer Document.
18. CONSENTS
PwC has given, and not withdrawn, its consent to the inclusion
in this Announcement of the references to its name in the form and
context in which they appear.
Shore Capital has given, and not withdrawn, its consent to the
inclusion in this Announcement of the references to its name in the
form and context in which they appear.
SPARK has given, and not withdrawn, its consent to the inclusion
in this Announcement of the references to its name in the form and
context in which they appear.
19. Documents on display
In accordance with Rule 26 of the Takeover Code, subject to
certain restrictions relating to persons resident in the United
States, Canada, Australia or Japan or any jurisdiction where to
make it so available would constitute a breach of securities laws
in that jurisdiction, copies of the following documents will be
made available, on ISE's website at www.intelligentse.com/?investor
by no later than 12 noon (London time) on the Business Day
following the date of this Announcement until the end of the Offer
Period:
-- this Announcement;
-- consent letters from SPARK and PwC;
-- the irrevocable undertakings referred to in paragraph 6 above;
-- the confidentiality agreement referred to in paragraph 12 above;
-- the facility agreement referred to in paragraph 12 above ; and
-- the Capital Contribution Letter .
Copies of further announcements and other documents in
connection with the Offer will, subject to certain restrictions
relating to persons resident in any Restricted Jurisdictions, be
made available on ISE's website by no later than 12 noon on the
Business Day following the date of the relevant announcement or
document, pursuant to Rule 26.1 of the Code. The contents of the
websites referred to in this Announcement are not incorporated
into, and do not form part of, this Announcement.
20. General
Further information on the terms and conditions to which the
Offer will be subject is set out in Appendix I and will be set out
in the Offer Document which ISE will despatch to FireAngel
Shareholders in due course. The Offer Document will be accompanied
by a Form of Acceptance.
Appendix II of this Announcement contains the sources and bases
of certain information used in this Announcement. Appendix III sets
out further information respect of Irrevocable Undertakings
received by ISE in respect of the Offer.
Appendix IV of this Announcement contains definitions of certain
terms used throughout this Announcement.
ENQUIRIES
FireAngel
Neil Radley, Chief Executive Officer / Zoe Fox, Chief Finance
Officer
+44 24 7771 7700
PwC (Financial Adviser to FireAngel)
Iain Reilly / Jon Raggett / Marcela Salgado Escalante
+44 20 7583 5000
Shore Capital (Nominated adviser and broker to FireAngel)
Tom Griffiths/ David Coaten/ Tom Knibbs
+44 20 7408 4050
Houston (Financial PR to FireAngel)
Kate Hoare / Kay Larsen / Ben Robinson
+44 20 4529 0549
ISE
Enquiries to be made via SPARK as set out below.
SPARK Advisory Partners Limited (adviser to ISE)
Matt Davis / James Keeshan
Tel: +44 20 3368 3550
Hill Dickinson LLP is acting as legal adviser to ISE. Pinsent
Masons LLP is acting as legal adviser to FireAngel.
Important Notices
SPARK Advisory Partners Limited ("SPARK"), which is regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial advisor to ISE and no one else in
connection with the matters referred to in this Announcement, and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the matters referred
to in this Announcement and is not, and will not be, responsible to
anyone other than ISE for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any transaction or arrangement referred to in this
Announcement. Neither SPARK nor any of its group undertakings or
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 SPARK in connection with this Announcement or any matter
referred to herein.
PricewaterhouseCoopers LLP ("PwC"), which is regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial advisor to FireAngel and no one else in
connection with the matters referred to in this Announcement, and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the matters referred
to in this Announcement and is not, and will not be, responsible to
anyone other than FireAngel for providing the protections afforded
to its clients or for providing advice in relation to the contents
of this Announcement or any transaction or arrangement referred to
in this Announcement. Neither PwC nor any of its group undertakings
or 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 PwC in connection with this Announcement or any matter referred
to herein.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together "Shore Capital"), which are
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting exclusively as nominated adviser and
broker, respectively, to FireAngel and for no-one else in
connection with the matters referred to in this Announcement and
will not be responsible to any person other than FireAngel for
providing the protections afforded to clients of Shore Capital, nor
for providing advice in relation to the contents of this
Announcement. Neither Shore Capital nor any of its members owes,
accepts or assume any duty of care, 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 Shore Capital in connection with the matters referred to in this
Announcement, or otherwise.
+This Announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law.
The Offer will be made solely by the Offer Document (together
with, in the case of FireAngel Shares in certificated form, the
Form of Acceptance (as defined in Appendix IV)), which will contain
the full terms and condition of the Offer, including details of how
the Offer may be accepted. FireAngel Shareholders should carefully
read the Offer Document (and, if they hold their FireAngel Shares
in certificated form, the Form of Acceptance) in its entirety
before making a decision with respect to the Offer. Each FireAngel
Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences to it (or its
beneficial owners) of the Offer.
The Offer will be subject to the Conditions and further terms
set out in this Announcement and to the full terms and condition
that will be set out in the Offer Document and, in respect of
FireAngel Shares held in certificated form, the Form of
Acceptance.
The Offer Document and Form of Acceptance containing further
details of the Offer will be despatched to FireAngel Shareholders
as soon as reasonably practicable, subject to the Code and in any
event within 28 days of the date of this Announcement.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
The Offer relates to securities in a company which is registered
in England and Wales, which is admitted to trading on AIM and is
subject to the disclosure requirements, rules and practices
applicable to such companies, which differ from those of Restricted
Jurisdictions in certain material respects. This Announcement has
been prepared for the purposes of complying with English law, the
AIM Rules for Companies, the Market Abuse Regulation, the rules of
London Stock Exchange 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 the United Kingdom.
The release, publication or distribution of this Announcement in
or into certain 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
requirements.
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.
Copies of this Announcement and formal documentation relating to
the Offer shall not be, and must not be, 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 acceptance of the Offer.
Unless otherwise permitted by applicable law and regulation, the
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders shall be
contained in the Offer Document.
Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by FireAngel, ISE or any
member of the Wider ISE Group contain statements which are, or may
be deemed to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which ISE, any member of the Wider ISE Group shall
operate in the future and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements. The forward-looking
statements contained in this Announcement relate to ISE, any member
of the Wider ISE Group's future prospects, developments and
business strategies, the expected timing and scope of the Offer and
other statements other than historical facts. In some cases, these
forward looking statements can be identified by the use of forward
looking terminology, including the terms "believes", "estimates",
"will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"intends", "may", "will", "shall" or "should" or their negatives or
other variations or comparable terminology. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that shall occur
in the future. These events and circumstances include changes in
the global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. If any one
or more of these risks or uncertainties materialises or if any one
or more of the assumptions prove incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors.
Neither ISE or any member of the Wider ISE Group, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this document shall actually occur.
Given these risks and uncertainties, potential investors should not
place any reliance on forward looking statements. The
forward-looking statements speak only at the date of this document.
All subsequent oral or written forward- looking statements
attributable to any member of the Wider ISE Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
ISE and the Wider ISE Group expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
No profit forecasts or estimates
No statement in this Announcement is intended or shall be deemed
to be a profit forecast, estimate or projection of the future
financial performance of ISE or FireAngel for any period except as
otherwise stated and no statement in this Announcement should be
interpreted to mean that cashflow from operations, earnings or
earnings per share or income of those persons (where relevant) for
the current or future financial years would necessarily match or
exceed the historical published cashflow from operations, earnings
or earnings per share or income of those persons (where
relevant).
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 (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 p.m. on the 10(th) business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on
the 10(th) 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
(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 p.m. 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 Panel's website at http://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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by FireAngel Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from FireAngel may be provided to ISE during the
Offer Period as requested under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
This Announcement, together with all information incorporated
into this document by reference to another source, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, shall be available on ISE's website at
www.intelligentse.com/?investor by no later than 12 noon (London
time) on the Business Day following this Announcement. For the
avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this Announcement.
You may request a hard copy of this Announcement and/or any
information incorporated into this Announcement by reference to
another source by contacting the Receiving Agent, Computershare
Investor Services PLC on 0370 707 4040. You may also request that
all future documents, announcements and information to be sent to
you in relation to the offer should be in hard copy form. 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.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
APPIX i
CONDITIONS TO AND FURTHER TERMS OF THE OFFER
The Offer, which will be made by ISE, will comply with the Code
and all applicable rules and regulations of London Stock Exchange,
will be governed by English law and is subject to the jurisdiction
of the Courts of England. In addition, the Offer is subject to the
terms and Conditions set out in the Offer Document and (in the case
of FireAngel Shares in certificated form) in the Form of
Acceptance.
PART A: CONDITIONS TO THE OFFER
The Offer is subject to the following Conditions:
1. Acceptance Condition
The Offer is conditional upon valid acceptances of the Offer
having been received (and not validly withdrawn in accordance with
the rules and requirements of the Code and the terms of the Offer)
by no later than 1.00 pm (London time) on the Unconditional Date
(or such other times and/or dates as ISE may specify, subject to
the rules of the Code and where applicable with the consent of the
Panel) in respect of such number of FireAngel Shares which, when
aggregated with the FireAngel Shares held by ISE at the date of the
Offer and any FireAngel Shares acquired or agreed to be acquired by
ISE on or after such date, carry not less than 90 per cent. of the
voting rights then exercisable at a general meeting of FireAngel
(or such lesser percentage as ISE may decide, with the consent of
FireAngel, provided that ISE together with its wholly-owned
subsidiaries shall hold or have acquired or agreed to acquire
(whether pursuant to the Offer or otherwise), directly or
indirectly, FireAngel Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general
meeting of FireAngel), including for this purpose any such voting
rights attaching to FireAngel Shares that are unconditionally
allotted but not issued before the Offer becomes or is declared
unconditional whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, provided that,
unless the Panel consents otherwise, this Condition shall only be
capable of being satisfied when all other Conditions set out in
paragraph 2 below have been satisfied or waived. For the purpose of
this Condition, FireAngel Shares which have been unconditionally
allotted shall be deemed to carry the voting rights they will carry
upon being entered into the register of members of FireAngel.
2. Other Conditions
In addition, the Offer is conditional upon the satisfaction or,
where relevant, waiver of the following Conditions, and,
accordingly, the Offer will not become or be declared unconditional
unless the following Conditions (as amended if appropriate) have
been satisfied or, where relevant, waived:
NSIA Condition
2.1 either:
(a) following the notification of the Transaction in accordance
with the NSIA, the Secretary of State notifying ISE (before the
expiry of the relevant assessment period within which the Secretary
of State may give a call-in notice under the NSIA) that no further
action will be taken in relation to the Transaction; or
(b) in the event that a call-in notice is given in relation to
the Transaction, the Secretary of State either:
(i) giving a final notification confirming that no further
action will be taken in relation to the Transaction under the NSIA;
or
(ii) making a final order permitting the Transaction to proceed
subject only to such remedies or requirements that are in all
respects reasonably acceptable to ISE and FireAngel, and such order
not being revoked or varied before completion of the
Transaction.
Other third party clearances
2.2 no central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental, administrative, fiscal or investigative body, court,
trade agency, association, institution, environmental body,
employee representative body or any other body or person whatsoever
in any jurisdiction (each a " Third Party ") having given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and, in each
case, not having expressly withdrawn the same), or having required
any action to be taken or otherwise having done anything or having
enacted, made or proposed any statute, regulation, decision, order
or change to published practice and there not continuing to be
outstanding any statute, regulation, decision or order which would
or might reasonably be expected to:
(a) make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control or management of, any member of the Wider FireAngel Group
by any member of the Wider ISE Group void, illegal and/or
unenforceable under the laws of any relevant jurisdiction, or
otherwise directly or indirectly prevent, prohibit, or restrain,
restrict, impede, challenge, delay or otherwise interfere with the
implementation of, or impose additional material conditions or
obligations with respect to, the Offer or the acquisition of any
shares or other securities in, or control or management of, any
member of the Wider FireAngel Group by any member of the Wider ISE
Group or require amendment of the terms of the Offer;
(b) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider ISE Group or by any member of the Wider
FireAngel Group of all or any part of their businesses, assets or
property or impose any limitation on the ability of all or any of
them to conduct their businesses (or any part thereof) or to own,
control or manage any of their assets or properties (or any part
thereof) to an extent which is material in the context of the Wider
FireAngel Group taken as a whole;
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider ISE Group directly
or indirectly to acquire or hold or to exercise effectively all or
any rights of ownership in respect of shares or other securities in
FireAngel (or any member of the Wider FireAngel Group) or on the
ability of any member of the Wider FireAngel Group or any member of
the Wider ISE Group directly or indirectly to hold or exercise
effectively any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise management
control over, any member of the Wider FireAngel Group;
(d) other than pursuant to the implementation of the Offer or
Part 28 of the CA 2006, require any member of the Wider ISE Group
or the Wider FireAngel Group to acquire or offer to acquire any
shares, other securities (or the equivalent) or interest in any
member of the Wider FireAngel Group or any asset owned by any third
party;
(e) require, prevent or materially delay a divestiture by any
member of the Wider ISE Group of any shares or other securities (or
the equivalent) in any member of the Wider FireAngel Group;
(f) result in any member of the Wider FireAngel Group ceasing to
be able to carry on business under any name under which it
presently carries on business to an extent which is material in the
context of the Wider FireAngel Group taken as a whole;
(g) impose any limitation on the ability of any member of the
Wider ISE Group or any member of the Wider FireAngel Group to
conduct, integrate or co-ordinate all or any part of their
respective businesses with all or any part of the business of any
other member of the Wider ISE Group and/or the Wider FireAngel
Group in a manner which is materially adverse to the Wider ISE
Group and/or the Wider FireAngel Group, in either case, taken as a
whole; or
(h) otherwise affect the business, assets, value, profits,
prospects or operational performance of any member of the Wider
FireAngel Group or any member of the Wider ISE Group in each case
in a manner which is adverse to and material in the context of the
Wider FireAngel Group taken as a whole or the Wider ISE Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Offer or proposed acquisition of any FireAngel Shares or otherwise
intervene having expired, lapsed, or been terminated;
2.3 all material notifications, filings or applications which
are deemed by ISE (acting reasonably) to be necessary or
appropriate having been made in connection with the Offer and all
necessary waiting and other time periods (including any extensions
thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated (as
appropriate) and all material statutory and regulatory obligations
in any jurisdiction having been complied with and all
Authorisations which are deemed by ISE to be necessary or
appropriate in any jurisdiction for or in respect of the Offer or
the proposed acquisition of any shares or other securities in, or
control of, FireAngel by any member of the Wider ISE Group having
been obtained in terms and in a form reasonably satisfactory to ISE
from all appropriate Third Parties or (without prejudice to the
generality of the foregoing) from any person or bodies with whom
any member of the Wider FireAngel Group or the Wider ISE Group has
entered into contractual arrangements and all such Authorisations
which are deemed by ISE to be necessary or appropriate to carry on
the business of any member of the Wider FireAngel Group in any
jurisdiction having been obtained and all such Authorisations
remaining in full force and effect at the time at which the Offer
becomes otherwise unconditional in all respects and there being no
notice or intimation of an intention to revoke, suspend, restrict,
modify or not to renew such Authorisations;
2.4 no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order
threatened or issued and being in effect by a court or other Third
Party which has the effect of making the Offer or any acquisition
or proposed acquisition of any shares or other securities or
control or management of, any member of the Wider FireAngel Group
by any member of the Wider ISE Group, or the implementation of
either of them, void, voidable, illegal and/or enforceable under
the laws of any relevant jurisdiction, or otherwise directly or
indirectly prohibiting, preventing, restraining, restricting,
delaying or otherwise interfering with the consummation or the
approval of the Offer or any matter arising from the proposed
acquisition of any shares or other securities in, or control or
management of, any member of the Wider FireAngel Group by any
member of the Wider ISE Group;
Confirmation of absence of adverse circumstances
2.5 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider FireAngel Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance
which, as a consequence of the Offer or the proposed acquisition by
any member of the Wider ISE Group of any shares or other securities
in FireAngel or because of a change in the control or management of
any member of the Wider FireAngel Group or otherwise, would or
might reasonably be expected to result in, in each case to an
extent which is material in the context of the Wider FireAngel
Group taken as a whole or in the context of the Offer or to the
obligations of any member of the Wider ISE Group in connection with
the financing of the Offer:
(a) any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider
FireAngel Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) the rights, liabilities, obligations, interests or business
of any member of the Wider FireAngel Group or any member of the
Wider ISE Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider FireAngel Group or any member of the Wider ISE
Group in or with any other firm or company or body or person (or
any agreement or arrangement relating to any such business or
interests) being or likely to become terminated or adversely
modified or affected or any onerous obligation or liability arising
or any adverse action being taken or arising thereunder;
(c) any member of the Wider FireAngel Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
(d) any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider FireAngel Group being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged or could cease to be available to any member of the
Wider FireAngel Group otherwise than in each case, in the ordinary
course of business;
(e) the creation (save in the ordinary and usual course of
business) or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any member of the Wider FireAngel Group or any such
mortgage, charge or other security interest (whenever created,
arising or having arisen), becoming enforceable;
(f) the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the
Wider FireAngel Group being prejudiced or adversely affected;
(g) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider FireAngel Group; or
(h) any liability of any member of the Wider FireAngel Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers;
No material transactions, claims or changes in the conduct of
the business of the FireAngel Group
2.6 except as Disclosed, no member of the Wider FireAngel Group
having since 31 December 2022:
(a) save as between FireAngel and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries and save for the issue of
FireAngel Shares on the exercise of options or vesting of awards
granted before 31 December 2022 under the FireAngel Share Option
Schemes, or under the FireAngel Warrants, issued or agreed to issue
or authorised or proposed or announced its intention to authorise
or propose the issue of additional shares of any class, or
securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such
shares or convertible securities;
(b) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than to
FireAngel or one of its wholly-owned subsidiaries;
(c) save as between FireAngel and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries, merged with (by
statutory merger or otherwise) or demerged from or acquired any
body corporate, partnership or business or acquired or disposed of,
or, other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any
material assets or any right, title or interest in any material
asset (including shares and trade investments) or authorised,
proposed or announced any intention to do so;
(d) save as between FireAngel and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries, made, authorised,
proposed or announced an intention to propose any change in its
loan capital in each case: (a) other than in connection with an
ordinary course financing arrangement; and (b) to the extent which
is material in the context of the Wider FireAngel Group taken as a
whole;
(e) issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the
terms of, any debentures or (save in the ordinary course of
business and save as between FireAngel and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries) incurred or
increased any indebtedness or become subject to any contingent
liability to an extent which is material in the context of the
Wider FireAngel Group taken as a whole;
(f) entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any
contract, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) (otherwise than in the
ordinary course of business) which is of a long term, unusual or
onerous nature, or which involves or could reasonably be expected
to involve an obligation of a nature or magnitude which is, in any
such case, material in the context of the FireAngel Group or in the
context of the Offer, or which is or is reasonably likely to be
restrictive on the business of any member of the Wider FireAngel
Group to an extent with is material to the Wider FireAngel Group
taken as a whole or in the context of the Offer;
(g) entered into any licence or other disposal of intellectual
property rights of any member of the Wider FireAngel Group which
are material in the context of the Wider FireAngel Group taken as a
whole and outside the normal course of business;
(h) entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary the
terms of or made any offer (which remains open for acceptance) to
enter into or vary the terms of, any contract, commitment,
arrangement or any service agreement with any director or senior
executive of the Wider FireAngel Group save for salary increases,
bonuses or variations of the terms in the ordinary course;
(i) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme, or other benefit relating to
the employment or termination of employment of any employee of the
Wider FireAngel Group which, taken as a whole, are material in the
context of the Wider FireAngel Group;
(j) made or agreed or consented to any significant change to the
terms of the trust deeds constituting the pension schemes
established for its directors and/or employees and/or their
dependants or to the benefits which accrue, or to the pensions
which are payable under such schemes, or to the basis on which
qualification for or accrual or entitlement to such benefits or
pensions are calculated or determined or to the basis upon which
the liabilities (including pensions) of such pension schemes are
funded or made, or agreed or consented to any change to the
trustees involving the appointment of a trust corporation;
(k) entered into, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any
joint venture, asset or profit sharing arrangement, partnership,
composition, assignment, reconstruction, amalgamation, commitment,
scheme or other transaction or arrangement (other than the Offer)
otherwise than in the ordinary course of business, which is
material in the context of the Wider FireAngel Group taken as a
whole or in the context of the Offer;
(l) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect of the matters mentioned in
sub-paragraph (a) above, made any other change to any part of its
share capital to an extent which (other than in the case of
FireAngel) is material in the context of the Wider FireAngel Group
taken as a whole;
(m) waived, compromised or settled any claim otherwise than in
the ordinary course of business which is material in the context of
the Wider FireAngel Group taken as a whole or in the context of the
Offer;
(n) made any material alteration to its articles of association
or other constitutional documents;
(o) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of
any administrator, receiver, manager, administrative receiver,
trustee or similar officer of all or any of its assets or revenues
or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person
appointed;
(p) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(q) entered into any contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
(r) terminated or varied the terms of any agreement or
arrangement between any member of the Wider FireAngel Group and any
other person in a manner which would or might be expected to have a
material adverse effect on the financial position of the FireAngel
Group taken as a whole; or
(s) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the
approval of FireAngel Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Code;
No material adverse change
2.7 since 31 December 2022, and except as Disclosed:
(a) there having been no adverse change and no circumstance
having arisen which would be expected to result in any adverse
change or deterioration in the business, assets, value, financial
or trading position, profits, prospects or operational performance
of any member of the Wider FireAngel Group to an extent which is
material to the FireAngel Group taken as a whole or in the context
of the Offer;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings including, without limitation, with regard to
intellectual property rights used by the Wider FireAngel Group
having been threatened, announced or instituted by or against or
remaining outstanding against any member of the Wider FireAngel
Group or to which any member of the Wider FireAngel Group is or may
become a party (whether as claimant or defendant or otherwise) and
no enquiry, review, investigation or enforcement proceedings by, or
complaint or reference to, any Third Party against or in respect of
any member of the Wider FireAngel Group having been threatened,
announced or instituted by or against, or remaining outstanding in
respect of, any member of the Wider FireAngel Group which, in any
such case, might reasonably be expected to have a material adverse
effect on the FireAngel Group taken as a whole or in the context of
the Offer;
(c) no contingent or other liability having arisen, increased or
become apparent which might be likely adversely to affect the
business, assets, financial or trading position, profits, prospects
or operational performance of any member of the Wider FireAngel
Group to an extent which is material to the FireAngel Group taken
as a whole or in the context of the Offer; and
(d) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider FireAngel Group, which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which is material and likely to have
a material adverse effect on the Wider FireAngel Group taken as a
whole or in the context of the Offer;
2.8 since 31 December 2022, and except as Disclosed, ISE not having discovered:
(a) that any financial, business or other information concerning
the Wider FireAngel Group publicly announced or disclosed to any
member of the Wider ISE Group prior to the date of this
Announcement by or on behalf of any member of the Wider FireAngel
Group or to any of their advisers is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to
make that information not misleading to an extent which in any case
is material in the context of the Wider FireAngel Group taken as a
whole;
(b) that any member of the Wider FireAngel Group is subject to
any liability, contingent or otherwise which is material in the
context of the Wider FireAngel Group taken as a whole or in the
context of the Offer; or
(c) any information which affects the import of any information
disclosed to ISE at any time by or on behalf of any member of the
Wider FireAngel Group to an extent which is material in the context
of the Wider FireAngel Group taken as a whole;
Intellectual Property
2.9 no circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member
of the Wider FireAngel Group which would have a material adverse
effect on the Wider FireAngel Group taken as a whole or is
otherwise material in the context of the Offer, including:
(a) any member of the Wider FireAngel Group losing its title to
any intellectual property which is material to its business, or any
intellectual property owned by the Wider FireAngel Group and which
is material to its business being revoked, cancelled or declared
invalid;
(b) any claim being asserted in writing or threatened in writing
by any person challenging the ownership of any member of the Wider
FireAngel Group to, or the validity or effectiveness of, any of its
intellectual property; or
(c) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider FireAngel Group being
terminated or varied;
Anti-corruption and sanctions
2.10 ISE not having discovered that:
(a) any past or present member of the Wider FireAngel Group or
any person that performs or has performed services for or on behalf
of any such company is or has at any time engaged in any activity,
practice or conduct (or omitted to take any action) in
contravention of the UK Bribery Act 2010 or any other applicable
anti-corruption legislation; or
(b) any past or present member of the Wider FireAngel Group has
engaged in any activity or business with, or made any investments
in, or made any payments to any government, entity or individual
covered by any of the economic sanctions administered by the United
Nations or the European Union (or any of their respective member
states) or the United States Office of Foreign Assets Control or
any other governmental or supranational body or authority in any
jurisdiction; and
No criminal property
2.11 ISE not having discovered that any asset of any member of
the Wider FireAngel Group constitutes criminal property as defined
by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition).
PART B: CERTAIN FURTHER TERMS OF THE OFFER
ISE reserves the right to waive, in whole or in part, all or any
of the Conditions, except for the Acceptance Condition (but which
may be subject to adjustment with the consent of FireAngel) and the
NSIA Condition, which cannot be waived. The Offer is subject to the
satisfaction (or waiver, if permitted) of the Conditions and to the
further terms set out in the Offer Document and the Form of
Acceptance.
The Offer shall lapse unless all of the Conditions have been
fulfilled or, where permitted, waived or, where appropriate, have
been determined by ISE to be or remain satisfied, by midnight
(London time) on the earlier of the Unconditional Date and the
Long-stop Date (subject to the rules of the Code and where
applicable the consent of the Panel).
ISE shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
satisfied any of the Conditions in paragraph 2 of Part A of this
Appendix I by a date earlier than the latest date specified above
for the fulfilment of the relevant Condition, notwithstanding that
the other Conditions to the Offer may at such earlier date have
been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any such Condition(s) may not be
capable of fulfilment.
Under Rule 13.5(a) of the Code, ISE may not invoke a Condition
so as to cause the Offer not to proceed, to lapse or to be
withdrawn unless the circumstances which give rise to the right to
invoke the Condition are of material significance to ISE in the
context of the Offer.
ISE may only invoke a Condition that is subject to Rule 13.5(a)
with the consent of the Panel and any condition that is subject to
Rule 13.5(a) may be waived by ISE.
The Acceptance Condition is not subject to Rule 13.5(a) of the
Code.
If ISE is required by the Panel to make an offer or offers for
FireAngel Shares under the provisions of Rule 9 of the Code, ISE
may make such alterations to the Conditions as are necessary to
comply with the provisions of that Rule.
Save as may otherwise be required by the Panel, the Offer will
not proceed, will lapse or will be withdrawn if on the Long-stop
Date:
(a) sufficient acceptances have not been received so as to
enable the Acceptance Condition to be satisfied; or
(b) where sufficient acceptances have been received so as to
enable the Acceptance Condition to be satisfied, one or more of the
Conditions relating to an official authorisation or regulatory
clearance has not been satisfied or waived and the Panel consents
to the Offer not proceeding, lapsing or being withdrawn.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
The Offer will extend to all FireAngel Shares unconditionally
allotted or issued on the date on which the Offer is made, and any
further FireAngel Shares unconditionally allotted or issued, and
any Treasury Shares unconditionally sold or transferred by
FireAngel, in each case, while the Offer remains open for
acceptance (or such earlier date or dates as ISE may decide).
The FireAngel Shares which are the subject of the Offer will be
acquired under the Offer fully paid and free from all liens,
equities, charges, encumbrances, rights of pre-emption and any
other third party rights or interests of any nature whatsoever and
together with all rights now or hereafter attaching thereto,
including the right to receive and retain in full all dividends and
other distributions declared, made or paid after the date of this
Announcement.
If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable by FireAngel in
respect of a FireAngel Share on or after the date of this
Announcement, ISE will have the right to reduce the value of the
consideration payable for each FireAngel Share by up to the amount
per FireAngel Share of such dividend, distribution or return of
value except where the FireAngel Share is or will be acquired
pursuant to the Offer on a basis which entitles ISE to receive the
dividend, distribution or return of value and to retain it. If any
such dividend, distribution or return of value is paid or made
after the date of this Announcement and ISE exercises its rights
described above, any reference in this Announcement to the
consideration payable under the Offer shall be deemed to be a
reference to the consideration as so reduced. Any exercise by ISE
of its rights referred to in this paragraph shall be the subject of
an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of
the Offer.
APPIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this Announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
1. As at the close of business on 26 October 2023, FireAngel had
302,321,822 ordinary shares of 2 pence each in issue and admitted
to trading on AIM. The International Securities Identification
Number for the FireAngel Shares is GB0030508757.
2. The value attributed to the issued and to be issued ordinary
share capital of FireAngel is based upon the 302,321,822 FireAngel
Shares publicly disclosed as being in issue as at the date of this
Offer Document, and the 71,690,781 FireAngel Shares which have been
publicly disclosed as being the subject of outstanding options
granted under the FireAngel Share Option Schemes and FireAngel
Warrants with an exercise price lower than the Offer Price.
3. Unless otherwise stated, the financial information concerning
FireAngel has been extracted from the audited annual report and
accounts for FireAngel for the period ended 31 December 2022.
4. FireAngel Share prices have been derived from Factset
Research Systems Inc and represent the Closing Prices on the
relevant date.
5. References to a percentage of FireAngel's issued ordinary
share capital are based on the number of FireAngel Shares in issue
as set out in paragraph 1 above.
APPIX III
The following FireAngel Shareholders have given irrevocable
undertakings to accept or procure acceptance of the Offer, in each
case in respect of their own legal and/or beneficial holdings (or
those FireAngel Shares over which they have control) of FireAngel
Shares as well as any further FireAngel Shares of which they may
become the legal and/or beneficial holder:
FireAngel Directors
Name Number of FireAngel Shares in respect of which Percentage of entire issued share capital of
undertaking is given FireAngel
Andrew Blazye 7,556,375 2.50%
------------------------------------------------ ------------------------------------------------
Zoe Fox 277,738 0.09%
------------------------------------------------ ------------------------------------------------
Neil Radley 1,889,080 0.62%
------------------------------------------------ ------------------------------------------------
Graham Whitworth 4,031,418 1.33%
------------------------------------------------ ------------------------------------------------
The undertakings referred to above shall lapse and cease to have
any effect immediately on the earlier of:
1. the Offer Document not being published within 28 days (or
such longer period as the Panel may agree) of the date of this
Announcement or such later time or date as ISE and FireAngel may
agree:
2. the lapse or withdrawal of the Offer;
3. the Long-stop Date; and
4. any event occurring or becoming known to ISE on or before
despatch of the Offer Document as a result of which the Panel
agrees with ISE that it need not make the offer and ISE announcing
that it will not make the Offer.
APPIX IV
DEFINITIONS
The following definitions apply throughout this Announcement,
unless otherwise stated or the context otherwise requires.
"Acceptance Condition" the Condition as to acceptances set
out in paragraph 1 of Part A of Appendix
I of this Announcement
"AIM" the AIM market operated by London
Stock Exchange
"Announcement" this Announcement
"Annual Report" the annual report and accounts of
FireAngel Group for the year ended
31 December 2022
"Authorisations" authorisations, orders, grants, recognitions,
confirmations, consents, licences,
clearances, certificates, permissions
or approvals
"Board" as the context requires, the board
of directors of FireAngel or the board
of directors of ISE and the terms
"FireAngel Board" and "ISE Board"
shall be construed accordingly
"Business Day" any day, other than a public holiday,
Saturday or Sunday, when banks generally
are open in London for general banking
business
"call-in notice" a notice given by the Secretary of
State under section 1 of the NSIA
"Capital Contribution the capital contribution letter between
Letter" ISE and Siterwell pursuant to which
Siterwell made a capital contribution
to ISE for the purposes of funding
the Offer
"CA 2006" the UK Companies Act 2006 (as amended)
"certificated" or in relation to a share or other security,
"certificated form" a share or other security which is
not in uncertificated form (that is,
not in CREST)
"Closing Price" the closing middle market price of
a FireAngel Share as derived from
Factset Research Systems Inc. on any
particular date
"Code" or "Takeover the City Code on Takeovers and Mergers
Code"
"Conditions" the conditions to the Offer which
are set out in Part A of Appendix
I of this Announcement
"CREST" the system for paperless settlement
of trades in securities operated by
Euroclear in accordance with CREST
Regulations
"CREST Manual" the manual published by Euroclear
for further information on the CREST
procedure
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001 No. 3755)
"Dealing Disclosure" has the meaning given in Rule 8 of
the Code
"Disclosed" information disclosed by, or on behalf
of, FireAngel (i) in the Annual Report
or in the interim results of FireAngel
for the financial year ended 30 June
2023; (ii) in any announcement to
a Regulatory Information Service by,
or on behalf of, FireAngel, prior
to the date of this Announcement;
(iii) as otherwise fully and fairly
disclosed to ISE (or its respective
officers, employees, agents or advisers)
in writing prior to the date of this
Announcement; or (iv) in this Announcement
"Disclosure Table" the disclosure table on the Panel's
website at www.thetakeoverpanel.org.uk
"Enlarged Group" means the ISE Group as enlarged by
the Acquisition
"Euroclear" Euroclear UK & International Limited,
the operator of CREST
"Factset Research FactSet Research Systems Inc., a financial
Systems Inc." data and software company based in
the United States of America
"FCA" the Financial Conduct Authority
"FCA Handbook" the handbook of rules and guidance
made by the FCA
"FireAngel Directors" the board of directors of FireAngel
"FireAngel Group" FireAngel and its subsidiary undertakings
and, where the context permits, each
of them
"FireAngel Shareholders" holders of FireAngel Shares
"FireAngel Share the long term incentive plans and
Option Schemes" share matching scheme of FireAngel
referred to in the Annual Report and
as otherwise Disclosed
"FireAngel Shares" the existing issued or unconditionally
allotted and fully paid (or credited
as fully paid) ordinary shares of
2 pence each in the capital of FireAngel
and any further such shares which
are unconditionally allotted or issued
while the Offer remains open for acceptance
or, subject to the provisions of the
Code, by such earlier date as ISE
may determine
"FireAngel Warrants" the 60,355,529 warrants to subscribe
for FireAngel Shares referred to in
the Annual Report and as otherwise
Disclosed
"Form of Acceptance" the form of acceptance and authority
relating to the Offer accompanying
the Offer Document for use by the
FireAngel Shareholders holding FireAngel
Shares in certificated form
"Irrevocable Undertakings" the irrevocable undertakings given
to ISE by certain FireAngel Shareholders
to accept the Offer as further summarised
in Appendix III
"ISE" Intelligent Safety Electronics Pte.
Ltd
"ISE Group" Siterwell and its subsidiary undertakings
(including ISE) and, where the context
permits, each of them
"London Stock Exchange" London Stock Exchange plc or its successor
"Long-stop Date" midnight on 3 April 2024 or such later
date (if any) as ISE may, with the
consent of FireAngel or with the consent
of the Panel, specify
"NSIA" the National Security and Investment
Act 2021 (as amended)
"NSIA Condition" the Condition as to the clearance
required pursuant to the NSIA set
out in paragraph 2.1 of Part A of
Appendix I of this document
"Offer" the cash offer to be made by ISE at
the Offer Price to acquire all the
FireAngel Shares not otherwise held
by ISE on the terms and subject to
the conditions to be set out in the
Offer Document and, in the case of
FireAngel Shares held in certificated
form, the Form of Acceptance including,
where the context so requires, any
subsequent revision, variation, extension
or renewal of such offer
"Offer Document" the document to be sent to FireAngel
Shareholders containing the terms
and conditions of the Offer;
"Offer Period" the offer period (as defined in the
Code) relating to FireAngel that commenced
on 6 June 2023 (the date on which
FireAngel made the Strategic Review
Announcement) and ending on the date
when the Offer becomes or is declared
unconditional or lapses or is withdrawn
"Offer Price" 7.40 pence per share in cash for each
FireAngel Share
"Opening Position has the meaning given to it in Rule
Disclosure" 8 of the Code
"Overseas Shareholders" FireAngel Shareholders whose registered
addresses are outside the UK or who
are citizens or residents of countries
other than the UK
"Panel" the Panel on Takeovers and Mergers
"pounds sterling", the lawful currency of the United
"GBP" or "pence" Kingdom
"PwC" PricewaterhouseCoopers LLP
"Receiving Agent" Computershare Investor Services PLC
"Regulatory Information a regulatory information service as
Service" or "RIS" defined in the FCA Handbook
"Restricted Jurisdiction" the United States, Canada, Australia,
Japan and any other jurisdiction where
local laws or regulations may result
in significant risk of civil, regulatory
or criminal exposure if information
concerning the Offer is sent or made
available to FireAngel Shareholders
in that jurisdiction
"Secretary of State" Secretary of State for the Cabinet
Office
"Siterwell" Siterwell Electronics Co., Ltd
"SPARK" SPARK Advisory Partners Limited
"Strategic Review the announcement by FireAngel published
Announcement" on 6 June 2023 pursuant to which FireAngel
announced, amongst other things, a
strategic review and which commenced
the Offer Period
"subsidiary", "subsidiary shall be construed in accordance with
undertaking", "associated the CA 2006
undertaking" and "undertaking"
"Transaction" the transaction to be completed pursuant
to the Offer
"Treasury Shares" shares held as treasury shares as
defined in section 724(5) of the CA
2006
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"United States" the United States of America, its
territories and possessions, any state
of the United States of America, the
District of Columbia and all other
areas subject to its jurisdiction
and any political sub-division thereof
"uncertificated" in relation to a share or other security,
or "in uncertificated a share or other security title to
form" which is recorded in the relevant
register of the share or security
as being held in uncertificated form
in CREST, and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
"Unconditional Date" Day 60 or such earlier date as ISE
may specify in any Acceleration Statement
unless, where permitted, it has set
aside that statement
"Wider FireAngel the FireAngel Group and any of its
Group" subsidiaries, subsidiary undertakings
and associated undertakings and any
other body corporate, partnership,
joint venture or person in which FireAngel
and such undertakings (aggregating
their interests) have a direct or
indirect interest of 20 per cent.
or more of the voting or equity capital
or equivalent
"Wider ISE Group" the ISE Group and any of its subsidiaries,
subsidiary undertakings and associated
undertakings and any other body corporate,
partnership, joint venture or person
in which ISE and such undertakings
(aggregating their interests) have
a direct or indirect interest of 20
per cent. or more of the voting or
equity capital or equivalent
In this Announcement:
-- All the times referred to are London time unless otherwise stated.
-- All references to statutory provision or law or to any other
order or regulation shall be construed as a reference to that
provision, law, order or regulation as extended, modified, replaced
or re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
-- All references to "relevant securities" are to that term as it is defined in the Code.
-- Words importing the singular shall include the plural and
vice versa, and words importing the masculine gender shall include
the feminine or neutral gender.
-- The eiusdem generis principle of construction shall not apply
to the terms and conditions of the Offer and/or the Form of
Acceptance. Accordingly, general words shall not be given a
restrictive meaning by reason of their being preceded or followed
by words indicating a particular class of acts, matters or things
or by examples falling within the general words.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
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October 27, 2023 02:00 ET (06:00 GMT)
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