TIDMETQ TIDMFAN
RNS Number : 4756J
Energy Technique PLC
17 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
17 December 2015
RECOMMENDED CASH OFFER
for
Energy Technique plc ("ETQ")
by
Volution Group plc ("Volution")
Court Sanction of the Scheme of Arrangement
ETQ is pleased to announce that the scheme of arrangement dated
20 November 2015 in order to effect the Acquisition was today
sanctioned by the Court.
It is expected that the Scheme will become effective on 21
December 2015 when a copy of the Court order is delivered to the
Registrar of Companies.
The last day for dealings and registration of transfers in ETQ
Shares was 16 December 2015. Dealings in ETQ Shares were
temporarily suspended with effect from 7.30 a.m. today. It is
intended that an application will be made by ETQ to cancel the
admission to trading of ETQ Shares on the London Stock Exchange's
Alternative Investment Market. Such cancellation is expected to
occur with effect from 7.00 a.m. on 22 December 2015, the business
day following the Effective Date of the Scheme.
The Scheme Record Time, by reference to which the entitlement of
Scheme Shareholders to receive the offer consideration of 345 pence
per Scheme Share is calculated, is 6.00 p.m. on 18 December
2015.
The consideration of 345 pence per Scheme Share to be paid to
Scheme Shareholders pursuant to the Scheme will be despatched (in
the case of certificated holders of Scheme Shares) or settled in
CREST (in the case of uncertificated holders of Scheme Share) no
later than 31 December 2015.
A further announcement will be made when the Scheme becomes
effective.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the circular posted to shareholders on
23 November 2015.
Internet users will be able to view this announcement, together
with other information about ETQ, on the company's website on the
business day following this announcement:
www.diffusion-group.com.
Enquiries
Energy Technique plc
Leigh Stimpson +44 (0) 20 8783 0033
Rob Unsworth +44 (0) 20 8783 0033
Cavendish Corporate Finance LLP (Financial Adviser to Energy
Technique plc)
Andrew Jeffs/Philip Barker +44 (0) 20 7908 6000
finnCap Ltd (Nominated Adviser and Broker to Energy Technique
plc)
Ed Frisby/Scott Mathieson +44 (0) 20 7220 0500
Volution Group plc
Ronnie George +44 (0) 1293 441501
Ian Dew +44 (0) 1293 441536
Liberum Capital Limited (Financial Adviser and Broker to
Volution Group plc)
Neil Patel/Richard Bootle +44 (0) 20 3100 2222
Brunswick (Financial Public Relations Adviser to Volution Group
plc)
Craig Breheny/Simone Selzer/ +44 (0) 20 7404 5959
Chris Buscombe
Liberum Capital Limited, which is authorised and regulated by
the FCA, is acting exclusively for Volution and no-one else in
connection with the Acquisition and will not be responsible to
anyone other than Volution for providing the protections afforded
to clients of Liberum nor for providing advice in relation to the
Acquisition or any other matters referred to in this
Announcement.
Cavendish Corporate Finance LLP, which is authorised and
regulated by the FCA, is acting exclusively for ETQ and no-one else
in connection with the Acquisition and will not be responsible to
anyone other than ETQ for providing the protections afforded to
clients of Cavendish nor for providing advice in relation to the
Acquisition or any other matters referred to in this
Announcement.
Important notices
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, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of ETQ in any
jurisdiction in contravention of applicable law. The Acquisition
shall be made solely by means of the Scheme Document which shall
contain the full terms and Conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote in
respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information
contained in the Scheme Document.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales 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.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purposes of
complying with English law, the AIM Rules, the rules of the 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 of England.
The Acquisition will not be made, directly or indirectly, in,
into or from any jurisdiction where to do so would violate the laws
in that jurisdiction.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Acquisition is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules. Financial information
included in the relevant documentation will have been prepared in
accordance with accounting standards applicable to the UK that may
not be comparable to the financial statements of US companies.
Unless otherwise determined by Volution or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a jurisdiction where to do so would violate the laws in that
jurisdiction (each a "Restricted Jurisdiction") and no person may
vote in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to ETQ Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
The receipt of cash pursuant to the Acquisition by a direct or
indirect US Holder as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each ETQ Shareholder
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since
Volution and ETQ are located in countries other than the US, and
some or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
(MORE TO FOLLOW) Dow Jones Newswires
December 17, 2015 11:22 ET (16:22 GMT)
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