TIDMSAG TIDMFST
RNS Number : 3883K
Science Group PLC
28 August 2019
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
FOR IMMEDIATE RELEASE
28 August 2019
Science Group plc
(the "Company" or "Science Group")
Frontier Investment Update and Buy-Back
Science Group plc (AIM:SAG) announces that on 27 August 2019,
the Company purchased 8,062,745 shares in the capital of Frontier
Smart Technologies Group Limited ("Frontier") at a price of 25
pence per share. Following these purchases, and subsequent to the
subscription for new shares which were today admitted to trading on
AIM, Science Group holds a total of 31,510,176 shares in the
capital of Frontier, equivalent to 70.3% per cent. of the voting
share capital of Frontier.
As a result, Science Group intends to initiate discussions with
Frontier to effect a statutory merger ("Merger") between Frontier
and a wholly owned subsidiary ("MergerCo") of Science Group in
accordance with the applicable Cayman Islands law. If the Merger is
approved:
-- MergerCo will be the surviving company;
-- Frontier will cease to exist;
-- each Frontier share issued and outstanding immediately prior
to the effective time of the Merger will be converted into the
right to receive 25 pence in cash per Frontier share without
interest; and
-- the Frontier shareholders will not have any shareholder interest in MergerCo.
Any Frontier shareholders who dissent to the Merger in
accordance with applicable Cayman Islands law will be entitled only
to those rights as are granted by the Companies Law of the Cayman
Islands. A circular to Frontier shareholders will be distributed in
due course by Frontier and the Merger will require the approval of
not less than 75% of Frontier shareholders present and entitled to
vote at an extraordinary general meeting of the Frontier
shareholders. Science Group is entitled to vote its Frontier shares
and intends to vote its entire shareholding in favour of the
Merger.
Furthermore, following the material increase in the Science
Group shareholding, in the event that Clydesdale Bank demand
repayment of the Frontier bank facility or seek to invoke
additional fees related to the December covenant waiver, Science
Group has now agreed to reduce the interest rate on the Standby
Facility put in place last week to 5.0% above 3 month LIBOR. All
other terms of the Standby Facility remain unchanged.
The share trading facility to enable shareholders to sell their
Frontier shares to Science Group at 25 pence per share is
anticipated to remain open until 6 September 2019. Science Group
encourages Frontier shareholders to utilise this facility to sell
their shares as soon as possible.
Science Group Buy-Back
The Science Group buy-back programme operated through Panmure
Gordon has been suspended during 2019. This programme will
recommence on 30 August 2019 in accordance with the parameters set
out in the announcement dated 19 April 2018.
- Ends -
For further information:
Science Group
Martyn Ratcliffe
Rebecca Archer Tel: +44 (0) 1223 875 200
Panmure Gordon (Financial Adviser,
Nominated Adviser and Broker to
Science Group)
Dominic Morley / Alina Vaskina
(Corporate Finance) Tel: +44 (0) 20 7886 2500
Erik Anderson (Corporate Broking)
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service, this inside information will be considered to be in the
public domain.
IMPORTANT NOTICES
Panmure Gordon (UK) Limited is acting exclusively for Science
Group and for no one else in relation to the matters described in
this announcement and is not advising any other person and
accordingly will not be responsible to anyone other than Science
Group for providing the protections afforded to the customers of
Panmure Gordon (UK) Limited or for providing advice in relation to
the matters described in this announcement.
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice. If you are
in any doubt about the Merger or the contents of this announcement,
you should consult your own legal, financial and/or tax adviser for
legal, business, financial and/or tax advice.
Further information
This announcement is not intended to, and does not, constitute
or form part of any 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.
Please be aware that addresses, electronic addresses and certain
other information provided by Frontier shareholders (Frontier
Shareholders), persons with information rights and other relevant
persons in connection with the receipt of communications from
Frontier may be provided to Science Group during the period until
implementation of the Merger.
Overseas Shareholders
The release, publication or distribution of this announcement
and/or any accompanying documents (in whole or in part) in
jurisdictions other than the United Kingdom or the United States
may be restricted by law (Restricted Jurisdiction) and therefore
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or the United States should inform
themselves about, and observe, any applicable restrictions and
legal and regulatory requirements.
Frontier Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the
relevant jurisdiction without delay. Any failure to comply with
such restrictions and/or requirements may constitute a violation of
the securities laws of any such jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the AIM Rules 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 Merger will be subject to the applicable requirements of
Cayman Islands law, the AIM Rules and the FCA. Frontier is not
subject to the City Code or any requirements of the Panel.
Copies of this announcement and all documents relating to the
Merger will not be, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including any custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Any person (including any custodian,
nominee or trustee) who has a contractual or legal obligation, or
may otherwise intend, to forward this announcement and/or any other
related document to a jurisdiction outside the United Kingdom or
the United States should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction
and must not mail, send or otherwise forward or distribute them in,
into or from any Restricted Jurisdiction.
Notes to U.S. holders of Frontier shares (Frontier Shares)
The receipt of cash pursuant to the Merger by a US holder of
Frontier shares 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 Frontier Shareholder is urged to
consult his or her independent professional adviser immediately
regarding the tax consequences of the Merger. Furthermore, the
payment and settlement procedure with respect to the Merger will
differ from the United States payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
It may be difficult for US holders of Frontier shares to enforce
their rights and any claim arising out of US federal securities
laws, since Science Group is incorporated under the laws of England
and Frontier is incorporated under the laws of the Cayman Islands
and some or all of their officers and directors are residents of
non-US jurisdictions. In addition, most of the assets of Science
Group and Frontier are located outside the United States. US
holders of Frontier Shares may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire securities in the
United States. No offer to acquire securities or to exchange
securities for other securities has been made, or will be made,
directly or indirectly, in or into, or by the use of the mails of,
or by any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than: (i) in accordance with the tender offer
requirements under the US Exchange Act, or the securities laws of
such other country, as the case may be; or (ii) pursuant to an
available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Merger,
passed comment upon the fairness or merits of the Merger or passed
comment upon the adequacy or completeness of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
Cautionary note regarding forward-looking statements
This announcement contains statements about Science Group and
Frontier which are, or may be deemed to be, "forward-looking
statements" and which are prospective in nature. All statements
other than statements of historical fact included in this
announcement may be forward-looking statements. They are based on
current expectations and projections about future events, and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"predicts", "intends", "anticipates", "believes", "targets",
"aims", "projects" or words or terms of similar substance or the
negative of such words or terms, as well as variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations.
These forward-looking statements are not guarantees of future
financial performance and have not been reviewed by the auditors of
Science Group. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Science Group or any of
its respective members, directors, officers or employees or any
persons acting on its behalf are expressly qualified in their
entirety by the cautionary statement above. Science Group disclaims
any obligation to update any forward-looking or other statements
contained herein, except as required by applicable law.
No member of Science Group, nor any of its respective
associates, directors, officers, employees or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur.
Other than in accordance with its legal or regulatory
obligations, Science Group is not under any obligation and Science
Group expressly disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
No profit forecasts or estimates
No statement in, or referred to in, this announcement or
incorporated by reference into this announcement is intended as or
shall be deemed to be a profit forecast or estimate for any period.
No statement in, or referred to in, this announcement or
incorporated by reference into this announcement should be
interpreted to mean that cash flow from operations, free cash flow,
earnings or earnings per share for Frontier or Science Group (as
applicable) for the current or future financial years would
necessarily match or exceed the historic published cash flow from
operations, free cash flow, earnings or earnings per share for
Frontier or Science Group (as applicable).
No Representations
No adviser, dealer, salesperson or other person is authorised by
Science Group to give any information or to make any
representations with respect to the Merger other than such
information or representations contained in this announcement and,
if given or made, such information or representations must not be
relied upon as having been authorised by Science Group.
Time
All times shown in this announcement are London times, unless
otherwise stated.
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.
END
UPDDMGZRNRFGLZG
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August 28, 2019 03:47 ET (07:47 GMT)
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