TIDMDSN TIDMQXT
RNS Number : 1716A
Densitron Technologies PLC
25 September 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
25 September 2015
RECOMMENDED CASH ACQUISITION
of
Densitron Technologies plc
by
Quixant plc
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- The Board of Directors of Densitron Technologies plc
("Densitron Technologies") and of Quixant plc ("Quixant") are
pleased to announce that they have reached agreement on the terms
of a recommended cash acquisition of Densitron Technologies by
Quixant, pursuant to which Quixant will acquire the entire issued
and to be issued ordinary share capital of Densitron Technologies
(the "Acquisition"). It is intended that the Acquisition be
implemented by means of a Court sanctioned scheme of arrangement
under Part 26 of the Companies Act, further details of which are
contained in the full text of this Announcement.
-- Under the terms of the Acquisition:
Densitron Technologies Shareholders will be entitled to
receive
11 pence per Densitron Technologies Share.
The Acquisition represents a premium of approximately:
-- 29.4 per cent. to the Closing Price per Densitron
Technologies Share of 8.5 pence on 24 September 2015 (being the
last Business Day prior to the date of this Announcement);
-- 36.2 per cent. to the average Closing Price per Densitron
Technologies Share of 8.1 pence for the three months ended 24
September 2015 (being the last Business Day prior to this
Announcement); and
-- 74.4 per cent. to the average Closing Price per Densitron
Technologies Share of 6.3 pence for the twelve months ended 24
September 2015 (being the last Business Day prior to the date of
this Announcement).
-- The Acquisition values the entire issued share capital of
Densitron Technologies at approximately GBP7.66 million.
-- The consideration payable under the Acquisition will be
funded through a combination of existing cash balances of Quixant
and a new banking facility to be provided to Quixant by Barclays
Bank Plc ("Barclays").
-- The Densitron Technologies Directors, who have been so
advised by Westhouse, consider the terms of the Acquisition to be
fair and reasonable. In providing advice to the Densitron
Technologies Directors, Westhouse has taken into account the
commercial assessments of the Densitron Technologies Directors.
Westhouse is providing independent financial advice to the
Densitron Technologies Directors for the purposes of Rule 3 of the
Code.
-- Accordingly, the Densitron Technologies Directors have
unanimously agreed to recommend that Densitron Technologies
Shareholders vote in favour of the Scheme at the Court Meeting and
the resolutions to be proposed at the General Meeting. Each
Densitron Technologies Director holding Densitron Technologies
Shares has irrevocably undertaken so to do in respect of their own
beneficial holding of Densitron Technologies Shares, being in
aggregate a total of 12,046,803 Densitron Technologies Shares,
representing approximately 17.42 per cent. of the existing ordinary
share capital of Densitron Technologies in issue (excluding those
held in treasury) on 24 September 2015 (being the latest
practicable date prior to this Announcement). The irrevocable
undertakings referred to above will remain in full force and effect
if the Acquisition is carried out by way of a Takeover Offer
provided that: (i) Densitron Technologies has approved the
Acquisition being carried out by way of Takeover Offer; and (ii)
such Takeover Offer is on terms at least as favourable as the
Scheme. These irrevocable undertakings remain binding in the event
of a higher, competing offer for Densitron Technologies from a
third party.
-- In addition to the irrevocable undertakings received from the
Densitron Technologies Directors having beneficial interests in
Densitron Technologies Shares, Quixant has also received
irrevocable undertakings from the three major shareholders of
Densitron Technologies, to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General
Meeting, in respect of a total of 28,451,308 Densitron Technologies
Shares, representing approximately 41.13 per cent. of the existing
ordinary share capital of Densitron Technologies in issue
(excluding those held in treasury) on 24 September 2015 (being the
latest practicable date prior to this Announcement). These
irrevocable undertakings remain binding in the event of a higher,
competing offer for Densitron Technologies from a third party.
-- In aggregate, therefore, irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the General Meeting have been received in respect of a
total of 40,498,111 Densitron Technologies Shares, representing
approximately 58.55 per cent. of the existing ordinary share
capital of Densitron Technologies in issue (excluding those held in
treasury) on 24 September 2015 (being the latest practicable date
prior to this Announcement). Further details of these irrevocable
undertakings are set out in Appendix III to this Announcement.
-- Quixant was founded in 2005, launched its first product in
2006 and admitted to trading on AIM in 2013. Its current market
capitalisation is approximately GBP90.81 million. Quixant had
revenues of $31.9 million and profit before tax of $7.1 million in
the 12 months ending 31 December 2014. Quixant reported revenues of
$13.6 million and profit before tax of $2.6 million in the 6 months
ending 30 June 2015, and net cash of $6.8m as at 30 June 2015.
-- Quixant designs and manufactures complete advanced hardware
and software solutions ("Gaming Platforms") for the pay-for-play
gaming and slot machine industry. Quixant's Gaming Platforms are
supplied to manufacturers of gaming and slot machines and provide
the platform upon which their games operate.
-- Quixant is headquartered in the UK, with its finance,
marketing and administrative functions based at its head office in
Cambridge. Quixant's global sales team is also based at the head
office in Cambridge, with a Las Vegas subsidiary responsible for
North American (USA and Canada) sales, a branch office undertaking
hardware design and manufacture in Taiwan and a subsidiary in Italy
that undertakes software development and customer support.
-- The Acquisition and the Scheme will be subject, inter alia,
to the satisfaction or waiver of the Conditions set out in Appendix
I to this Announcement and in the Scheme Document. Further details
of the Scheme will be set out in the Scheme Document, together with
Forms of Proxy which it is expected will be sent to Densitron
Technologies Shareholders by no later than 9 October 2015, and in
any event within 28 days from the date of this Announcement, unless
otherwise agreed with the Panel. Subject to the satisfaction of all
relevant conditions, including the conditions and certain further
terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document, the Scheme will become effective at the
latest by 20 November 2015 (or such later date (if any) as Quixant
and Densitron Technologies may agree, unless otherwise agreed with
the Panel). An expected timetable of principal events will be
included in the Scheme Document.
-- At the date of this Announcement, persons connected with the
Quixant Directors beneficially own, in aggregate, 800,836 Densitron
Technologies Shares representing approximately 1.16 per cent. of
Densitron Technologies' existing ordinary share capital. Further
information relating to the disclosure of interests in Densitron
Technologies Shares is contained in the full text of this
Announcement.
Commenting on the Acquisition, Michael Peagram, Non-Executive
Chairman of Quixant said:
"The acquisition of Densitron Technologies will provide Quixant
with the global infrastructure and sales capability to sell
Quixant's computer products into wider industrial markets.
Densitron Technologies will also benefit from Quixant's strength in
the design and manufacture of specialised computers and electronic
controllers needed to drive displays. The acquisition will
therefore complement Quixant's move into the provision of displays
to its gaming customers, alongside the specialised computer systems
it currently supplies.
The Board of Quixant expect the acquisition of Densitron
Technologies will be significantly earnings enhancing in the first
full year of ownership. Following completion Densitron
Technologies' shares will be cancelled from trading on AIM with
related annual savings of approximately GBP0.25 million. The
acquisition will be funded by a combination of our strong cash
resources and a GBP5 million new banking facility, without the need
to raise additional equity capital."
Commenting on the Acquisition, Jan G Holmstrom, Non-Executive
Chairman of Densitron Technologies, said:
"The Board of Densitron Technologies is pleased to announce that
agreement has been reached with Quixant on the terms of a
recommended cash offer for Densitron Technologies. With a current
market capitalisation of approximately GBP5.9 million we find the
Offer of GBP7.66 million to be fair and reasonable. The Offer
enables Densitron Technologies shareholders to realise value today
in cash for their shares at a premium to the recent historical
share price and a meaningful premium to the company's share price
immediately prior to the date of this Announcement. It also
provides the business with the opportunity to realise its global
growth ambitions and enhance its product range. We also find it
important that Quixant considers our business at Densitron
Technologies to be complementary to their current business. We
therefore believe that the Offer is a good outcome for all
Densitron Technologies stakeholders."
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
This summary should be read in conjunction with, and is subject
to, the accompanying full text of this Announcement (including the
Appendices) which sets out further details of the Acquisition and
which forms an integral part of this Announcement. Appendix I to
this Announcement contains the Conditions to, and certain further
terms of, the Scheme and the Acquisition. Appendix II to this
Announcement contains further details of the sources of information
and bases of calculations set out in this Announcement. Appendix
III to this Announcement contains further details of the
irrevocable undertakings. Appendix IV to this Announcement contains
definitions of certain expressions used in this summary and in this
Announcement.
For further information or enquiries please contact:
Quixant plc Tel: +44 (0) 1223 892696
Nick Jarmany, Chief Executive Officer
Jon Jayal, General Manager
finnCap Ltd (financial adviser to Quixant) Tel: +44(0) 20 7220 0500
Matt Goode (Corporate Finance)
Grant Bergman (Corporate Finance)
Simon Johnson (Corporate Broking)
Malar Velaigam (Institutional Sales)
Alma PR (public relations adviser to Quixant)
John Coles Tel: +44 (0) 7836 273 660
Hilary Buchanan Tel: +44 (0) 7515 805 218
Densitron Technologies plc Tel: +44 (0) 207 648 4200
Grahame Falconer, Chief Executive Officer
Tim Pearson, Group Finance Director
Westhouse Securities Limited (financial and nominated adviser and broker to Densitron Tel: +44 (0) 20 7601 6100
Technologies)
Robert Finlay
Alastair Stratton
David Coaten
IFC Advisory PR (adviser to Densitron Technologies) Tel: +44 (0) 203 053 8671
Tim Metcalfe, Managing Director
IMPORTANT NOTICES
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser to Quixant and no one else in connection with the matters
referred to in this Announcement. In connection with these matters,
finnCap, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to anyone other than Quixant
for providing the protections afforded to the clients of finnCap
nor for providing advice in relation to the matters referred to in
this Announcement.
Westhouse Securities Limited, which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Densitron Technologies as financial adviser,
nominated adviser and broker and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than Densitron Technologies for
providing the protections afforded to clients of Westhouse
Securities Limited, or for providing advice in connection with the
Acquisition or any other matter referred to in this
Announcement.
This Announcement is made pursuant to Rule 2.7 of the Code and
is for information purposes only and is not intended to and does
not constitute or form part of an offer to sell or invitation to
purchase any securities or the solicitation of any vote for
approval in any jurisdiction, nor shall there be any sale, issue or
transfer of the securities referred to in this Announcement in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which will together contain the full
terms and conditions of the Acquisition, including details of how
to accept the Acquisition. Any vote 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, the Code, the Disclosure and
Transparency Rules of the FCA, the AIM Rules and the rules of the
London Stock Exchange and the information disclosed may not be the
same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions
outside England and Wales.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to overseas
shareholders will be contained in the Scheme Document.
US investors in Densitron Technologies
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 the proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules. However, if Quixant were to
elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer will be made in compliance with all applicable
laws and regulations, including the US tender offer rules, to the
extent applicable.
Restricted Jurisdictions
Unless otherwise determined by Quixant or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that 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.
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 Densitron Technologies
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.
Cautionary Note Regarding Forward Looking Statements
This Announcement contains statements that are or may be deemed
to be forward looking with respect to the financial condition,
results of operations and business of Densitron Technologies and
certain plans and objectives of the Densitron Technologies Board
and the Quixant Board accordingly. These forward looking statements
can be identified by the fact that they are prospective in nature
and do not relate to historical or current facts. These estimates
are based on assumptions and assessments made by the Densitron
Technologies Board or Quixant in light of their experience and
their perception of historical trends, current conditions, expected
future developments and other factors they believe appropriate.
Without limitation, any statements preceded or followed by or
that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "should", "could", "would", "may",
"anticipates", "estimates", "synergy", "cost-saving", "projects",
"goal" or "strategy" or, words or terms of similar substance or the
negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of Quixant's or Densitron
Technologies' operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on
Quixant's or Densitron Technologies' business.
These forward looking statements are made as at the date of this
Announcement and are not guarantees of future financial
performance. Except as expressly provided in this Announcement,
they have not been reviewed by the auditors of Quixant or Densitron
Technologies. 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 hereof. All subsequent oral or written forward looking
statements attributable to Quixant or Densitron Technologies or any
of their respective members, directors, officers or employees or
any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Quixant or Densitron
Technologies disclaim any obligation to update any forward looking
or other statements contained
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
herein, except as required by applicable law.
Dealing 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 Densitron
Technologies 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) Densitron Technologies
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. (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of Densitron Technologies 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 Densitron Technologies or of any securities exchange
offeror(s) must make a Dealing Disclosure if the person deals in
any relevant securities of Densitron Technologies 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)
Densitron Technologies and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of Densitron Technologies or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by Densitron
Technologies and by any offeror and Dealing Disclosures must also
be made by Densitron Technologies, by any offeror(s) and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4 of the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the 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.
Disclosure in accordance with Rule 2.10 of the Code
The ordinary shares of Densitron Technologies are admitted to
trading on the AIM Market of the London Stock Exchange plc with
ISIN No. GB0002637394. Densitron Technologies confirms that it has
in issue 69,669,106 ordinary shares of 1 pence each 500,000 of
which are held in treasury. The number of ordinary shares in issue
with voting rights is 69,169,106.
The ordinary shares of Quixant are admitted to trading on the
AIM Market of the London Stock Exchange plc with ISIN No.
GB00B99PCP71. Quixant confirms that it has in issue 64,634,782
ordinary shares of 0.001 pence each.
Information relating to Densitron Technologies Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Densitron Technologies Shareholders,
persons with information rights and other relevant persons for the
receipt of communications from Densitron Technologies may be
provided to Quixant during the offer period as requested under
Section 4 of Appendix 4 of the Code to comply with Rule
2.12(c).
If you are in any doubt about the action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised
under the Financial Services and Market Act 2000 (as amended) if
you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Publication on Website
In accordance with Rule 30.4 of the Code, a copy of this
Announcement together with all information incorporated into this
Announcement by reference to another source will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on the Quixant or Densitron Technologies
websites (www.quixant.com and www.densitron.com respectively) by no
later than 12 noon (London time) on the Business Day following the
publication of this Announcement. For the avoidance of doubt, the
contents of those websites are not incorporated by reference and do
not form part of the Scheme Document or this Announcement.
Request for Hard Copy
In accordance with Rule 30.2 of the Code you may request a hard
copy of this Announcement (any information incorporated by
reference in this Announcement) by contacting Capita Asset
Services, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3
4TU on 0371 664 0321 or if calling from outside the UK on +44 (0)
208 639 3399 during business hours or by submitting a request in
writing to the aforementioned address. It is important that you
note that unless you make a request, a hard copy of this
Announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form. Calls to
Capita Asset Services 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. Capita Asset Services
are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that Capita Asset
Services cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATION OF SUCH JURISDICTION
25 September 2015
RECOMMENDED CASH ACQUISITION
of
Densitron Technologies plc
by
Quixant plc
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The Densitron Technologies Board and the Quixant Board are
pleased to announce that they have reached agreement on the terms
of a recommended cash Acquisition of Densitron Technologies by
Quixant, pursuant to which Quixant will acquire the entire issued
and to be issued ordinary share capital of Densitron Technologies
at a price of 11 pence per Densitron Technologies Share. It is
intended that the Acquisition be implemented by means of a Court
sanctioned scheme of arrangement under Part 26 of the Companies
Act.
2 The Acquisition
Although it is intended that the Acquisition will be effected by
means of a Scheme, Quixant reserves the right, subject to the
consent of the Panel, to implement the Acquisition by way of a
Takeover Offer rather than by way of a Scheme and to make
appropriate amendments to the terms of the Acquisition in order to
do so. The Scheme is subject to the Conditions and further terms
set out in the Scheme Document.
If the Scheme becomes effective, each Scheme Shareholder on the
Densitron Technologies register of members at the Scheme Record
Time will be entitled to receive:
for each Densitron Technologies Share: 11 pence in cash
The Acquisition represents a premium of approximately:
29.4 per cent. to the Closing Price per Densitron Technologies
Share of 8.5 pence on 24 September 2015 (being the last Business
Day prior to the Announcement);
36.2 per cent. to the average Closing Price per Densitron
Technologies Share of 8.1 pence for the three months ended 24
September 2015 (being the last Business Day prior to the
Announcement); and
74.4 per cent. to the average Closing Price per Densitron
Technologies Share of 6.3 pence for the twelve months ended 24
September 2015 (being the last Business Day prior to the date of
the Announcement).
The Scheme requires the approval of Densitron Technologies
Shareholders at the Court Meeting and of Densitron Technologies
Shareholders at the General Meeting. You are strongly encouraged to
vote at the Meetings in person or by proxy.
The purpose of the Court Meeting is to allow Densitron
Technologies Shareholders to consider and, if thought fit, approve
the Scheme. At the Court Meeting, voting will be by poll and each
Scheme Shareholder present in person or by proxy will be entitled
to one vote for each Scheme Share held. The resolution at the Court
Meeting must be approved by a majority in number of the holders of
Scheme Shares present and voting, either in person or by proxy,
representing 75 per cent. or more in value of the Scheme Shares
held by those Densitron Technologies Shareholders.
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
The General Meeting will be convened to consider and, if thought
fit, to pass the Special Resolutions to approve: (i) the
authorisation of the Densitron Technologies Directors to take all
actions necessary or appropriate for carrying the Scheme into full
effect; and (ii) the alteration of the Densitron Technologies
articles of association for the purposes of the Scheme.
It is expected that (subject to satisfaction or (where
applicable) waiver of the Conditions) the Court Hearing to sanction
the Scheme will be held on or about 6 November 2015 and that the
Scheme will become effective in accordance with its terms on or
about 10 November 2015 upon a copy of the Court Order being
delivered to the Registrar of Companies for registration.
If the Scheme becomes effective, it will be binding on all
Densitron Technologies Shareholders, irrespective of whether or not
they attended or voted at the Court Meeting or General Meeting
(and, if they attended and voted, whether or not they voted in
favour), and all of the Densitron Technologies Shares will be
transferred to Quixant. Densitron Technologies will thus become a
wholly-owned private subsidiary of Quixant.
Upon the Scheme becoming effective, cheques in respect of the
consideration made out in Sterling will be despatched, at the
Densitron Technologies Shareholders' own risk, to Densitron
Technologies Shareholders (or, where appropriate, in the case of
Densitron Technologies Shareholders who hold their Densitron
Technologies Shares in uncertificated form (that is, through
CREST), credited to their CREST accounts) within 14 days of the
Effective Date.
When the Scheme is published your attention is drawn to (i) the
Explanatory Statement, set out in Part 2 of the Scheme Document
which gives details about the Acquisition, (ii) the terms of the
Scheme set out in Part 3 of the Scheme Document and (iii) the
additional information set out in the Appendices to the Scheme
Document.
3 Background to and reasons for the Acquisition and the
recommendation by the Densitron Technologies Directors
Densitron Technologies is a UK based AIM quoted company whose
primary business is the sale of electronic displays and ancillary
electronics, software and plastics to the industrial marketplace.
It operates through subsidiaries located in the UK, US, Japan,
France, Finland, Germany and Taiwan.
Densitron Technologies had very challenging years in 2012 and
2013 where revenues and consequently profits from operations
declined and the revenues anticipated from internally developed
products and services were not achieved due to delays in the
development process and slower than expected take up by customers.
In addition Densitron Technologies settled a dispute of a lease on
a property in Newcastle that had been previously occupied by a
subsidiary of Densitron Technologies that had been sold a number of
years earlier.
The result of these issues has had a significant drain on cash
resources within Densitron Technologies and these have been
compounded by the eventual surrender of the lease in 2015, which
resulted in Densitron Technologies' largest shareholder, Mr P
Gyllenhammar, providing a loan of GBP400,000 to Densitron
Technologies in order to facilitate the surrender. The loan is
required to be repaid by 31 March 2016.
Densitron Technologies owns a piece of land in Blackheath,
London which is designated as Metropolitan Open Land. While a
considerable amount of work has been undertaken since 2007 to
realise an enhanced value for the land, to date, no material change
has currently been achieved.
Earlier this year, Densitron Technologies was approached by
Quixant to acquire the trading operations of Densitron
Technologies. The Board, after due consideration, accepted their
indicative valuation of the trading business and agreed to allow
Quixant to progress legal and financial due diligence, which has
now been completed.
After completing its due diligence investigation of the trading
operations of Densitron Technologies, Quixant approached Densitron
Technologies with an indicative offer of 11 pence per share to
acquire the entire issued share capital of Densitron
Technologies.
The business has progressed in recent years as demonstrated by
the improved financial results in 2014 and the unaudited interim
results in 2015, but the development of new products and services
and the resolution of the long running dispute over the lease in
Newcastle has resulted in the Densitron Technologies Group
depleting its financial resources. In order to grow further,
internal investment into products will be required and this will
possibly be constrained by requirements to service and repay
existing debt. Consequently, while the business has made
significant progress, the Densitron Technologies Board believe that
having rebuilt value over the last few years, this represents an
appropriate opportunity to place the business in the hands of an
organisation with the resources to support the development of the
business into the future.
The Densitron Technologies Board, having taken advice from their
advisors Westhouse set out in the paragraph below, considers that
this offer is a fair price for the acquisition of the entire issued
share capital of Densitron Technologies. It also is the belief of
the Densitron Technologies Board that Quixant will provide a "good
home" for Densitron Technologies with all Densitron Technologies
stakeholders benefitting.
4 Recommendation
The Densitron Technologies Directors, who have been so advised
by Westhouse, consider the terms of the Acquisition to be fair and
reasonable. In providing advice to the Densitron Technologies
Directors, Westhouse has taken into account the commercial
assessments of the Densitron Technologies Directors. Westhouse is
providing independent financial advice for the purposes of Rule 3
of the Code to the Densitron Technologies Directors.
Accordingly, the Densitron Technologies Directors intend to
unanimously recommend that Densitron Technologies Shareholders vote
in favour of the Scheme at the Court Meeting and the resolutions to
be proposed at the General Meeting to effect the Scheme. Each
Densitron Technologies Director beneficially holding Densitron
Technologies Shares has irrevocably undertaken so to do in respect
of his own Densitron Technologies Shares (further details of these
irrevocable undertakings are contained in paragraph 5 below).
5 Irrevocable undertakings
Quixant has received irrevocable undertakings to vote in favour
of the Scheme at the Court Meeting and the Special Resolutions to
be proposed at the General Meeting from the Densitron Technologies
Directors who beneficially hold shares in Densitron Technologies
and certain other Densitron Technologies Shareholders in respect of
a total of 40,498,111 Densitron Technologies Shares representing,
in aggregate, approximately 58.55 per cent. of the ordinary share
capital of Densitron Technologies in issue (excluding those held in
treasury) on 24 September 2015 (being the last practicable date
prior to the date of the Scheme Document). These irrevocable
undertakings are binding in all respects subject only to this
Announcement being made. They shall apply whether the Acquisition
is made by way of the Scheme or Takeover Offer but will lapse and
cease to have effect if the Acquisition does not become effective
for any reason, lapses, is withdrawn or otherwise becomes incapable
of ever becoming effective, as the case may be, on or before 31
December 2015. These irrevocable undertakings remain binding in the
event of a higher, competing offer for Densitron Technologies from
a third party.
Further details of these irrevocable undertakings will be set
out in Part 2 (Explanatory Statement) of the Scheme Document and
Appendix III (Irrevocable Undertakings) of this Announcement. A
copy of the irrevocable undertakings will be put on display on
Densitron Technologies' website (www.densitron.com) from 12 noon on
28 September 2015 until the Effective Date.
6 Information on Quixant
Quixant was founded in 2005, launched its first product in 2006
and admitted to trading on AIM in 2013. Its current market
capitalisation is approximately GBP90.81 million. Quixant had
revenues of $31.9 million and profit before tax of $7.1 million in
the 12 months ending 31 December 2014. Quixant reported revenues of
$13.6 million and profit before tax of $2.6 million in the 6 months
ending 30 June 2015, and net cash of $6.8m as at 30 June 2015.
Quixant designs and manufactures complete advanced hardware and
software solutions ("Gaming Platforms") for the pay-for-play gaming
and slot machine industry. Quixant's Gaming Platforms are supplied
to manufacturers of gaming and slot machines and provide the
platform upon which their games operate.
Quixant is headquartered in the UK, with its finance, marketing
and administrative functions based at its head office in Cambridge.
Quixant's global sales team is also based at the head office in
Cambridge, with a Las Vegas subsidiary responsible for North
American (USA and Canada) sales, a branch office undertaking
hardware design and manufacture in Taiwan and a subsidiary in Italy
that undertakes software development and customer support.
The board and management team at Quixant comprise seasoned
industry professionals with extensive experience at businesses
including Densitron Technologies.
Quixant currently has 64,634,782 ordinary shares of 0.001 pence
each in issue. The Directors of Quixant are:
Michael Peagram - Non-Executive Chairman
Nicholas Jarmany - Chief Executive Officer
Cresten Preddy - Finance Director
Gary Mullins - Global Sales Director
JJ Lin - Manufacturing Director
Guy van Zwanenberg - Non-Executive Director
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Director holdings are:
Shareholder Role Percentage
of issued
share capital
held
Nicholas Jarmany Chief Executive Officer 25.92%
JJ Lin Manufacturing Director 7.1%
Gary Mullins Global Sales Director 6.28%
Michael Peagram Non-Executive Chairman 0.24%
Guy van Zwanenberg Non-Executive Director 0.04%
In addition to the above holdings, Cresten Preddy, Finance
Director, has options over 79,000 ordinary shares in Quixant.
Other significant shareholders are:
Shareholder Percentage
of issued
share capital
held
Schroders 10.3%
Octopus 6.5%
River & Mercantile 6.1%
Hargreave Hale 4.2%
Alexander Taylor 4.0%
Mark Mullins 3.8%
John Mullins 3.8%
Susan Mullins 3.8%
Amati 3.3%
7 Information on Densitron Technologies
Densitron Technologies was established in 1972 and has been
trading for over 40 years. Densitron Technologies was admitted to
trading on AIM in 2003. As at 24 September 2015, the market
capitalisation was approximately GBP5.87 million. Densitron
Technologies had revenues of GBP20.67 million and profit before tax
of GBP0.1 million in the 12 months ending 31 December 2014.
Densitron Technologies reported revenues of GBP11.4 million and a
loss before tax of GBP0.2 million in the 6 months ending 30 June
2015.
Densitron Technologies provides bespoke display technology
solutions such as TFT displays, liquid crystal displays, graphic
displays, organic led display, e-paper, backlights and touchscreens
throughout the world. Densitron Technologies collaborates with its
suppliers and customers to provide an end-to-end service from
product conceptualization, design, manufacture and
installation.
Densitron Technologies operates globally and is focusing on five
main markets being the UK, America, Germany, France and Japan.
Their main subsidiaries are in the UK and the USA. These
subsidiaries account for approximately 60 per cent. of sales.
Densitron Technologies currently has 69,669,106 ordinary shares
of 1 pence each in issue, 500,000 of which are held in treasury.
The number of ordinary shares with voting rights is 69,169,106.
The Directors of Densitron Technologies are:
Percentage of issued Number of Shares held
share capital*
Jan G Holmstrom - Non- Executive Chairman** 0% 0
Grahame R Falconer - Chief Executive Officer 0.64% 442,612
Tim Pearson - Group Finance Director 0.14% 94,516
John Farrell - Non-Executive Director*** 16.64% 11,509,675
*excluding shares held in treasury
**Mr Holmstrom is an employee of Peter Gyllenhammar AB and a
nominated non-executive director on behalf of Peter Gyllenhammar
AB. Peter Gyllenhammar is the beneficial owner of Peter
Gyllenhammar AB which has an interest of 29.99% (20,745,000 shares)
in Densitron Technologies plc held through Chase Nominees.
***held through CGWL Nominees Limited
Significant shareholders are:
Shareholder Percentage of issued Number of Shares
share capital (excluding held
shares held in treasury)
Mr Peter Gyllenhammar* 29.99% 20,745,000
Sterling Property Trust
Limited** 16.64% 11,509,675
Mr Johan Claesson and
Mr Magnus Claesson *** 6.37% 4,406,308
Mr W and Mrs S Campbell
**** 4.77% 3,300,000
*beneficial owner of Peter Gyllenhammar AB held through Chase
Nominees
**held through CGWL Nominees Limited, beneficially owned by
Mr John Farrell
*** as to 600,000 and 3,806,308 shares held respectively,
in each case through Chase Nominees
**** held through Barclayshare Nominees Limited
8 Current trading
Densitron Technologies announced its unaudited interim results
for the 6 months ending 30 June 2015 on 20 August 2015. Further
financial and other information on Densitron Technologies will be
set out in the Scheme Document.
The Interim Results are available on Densitron Technologies'
website (www.densitron.com).
9 Board, management and employees
The board of Quixant considers that the business of Densitron
Technologies is complementary to the business of the wider Quixant
Group. Accordingly, the board of Quixant intends that, following
completion of the Acquisition, Densitron Technologies will continue
to be run as a separate entity within the Quixant Group under its
existing executive management team. The board of Quixant has
further confirmed that it has no current intention to effect any
redundancy programmes and that it does not currently intend to make
any material changes to the terms and conditions of employment of
the current executive management and employees of Densitron
Technologies, in each case with reference to the foreseeable period
following completion of the Acquisition. However, the board of
Quixant will be conducting a review of the operations of Densitron
Technologies during the first six months following completion of
the Acquisition and may wish to implement certain changes
thereafter, depending on the results of its review. It has also
been agreed between the parties that the Densitron Technologies
Non-Executive Directors will resign with effect from the Effective
Date.
In accordance with Rule 2.12 of the Code, Densitron Technologies
has made available to its employees a copy of the Announcement and
has informed its employees of the rights of any employee
representatives under Rule 25.9 of the Code to require that a
separate opinion of any employee representatives on the effects of
the Scheme on employment be appended to the Scheme Document. If and
to the extent that Densitron Technologies is provided with an
opinion from the employee representatives after the date of
publication of the Scheme Document, Densitron Technologies will
publish that opinion in accordance with Rule 25.9 of the Code.
10 Financing of the Acquisition by Quixant
The cash consideration payable will be financed by a combination
of a new GBP5,000,000 banking facility to be provided by Barclays
and from Quixant's existing cash resources.
The banking facility is to be entered into by Quixant as
borrower and Barclays as lender. The loan is a revolving facility
agreement for a commitment of up to GBP5,000,000 which (subject to
certain conditions) is to be made available from the date of
signing. The key terms of the facility agreement are:
(A) the loan will attract a floating interest rate on drawn sums
of 2.75 per cent. over LIBOR;
(B) a GBP50,000 arrangement fee will be payable on utilisation
(or within 30 Business Days of signing);
(C) a commitment fee of 1 per cent. per annum is payable on
undrawn, uncancelled commitments;
(D) a prepayment fee of 1 per cent. is payable on any commitment
which is cancelled in the first 24 months or on prepayments which
are refinanced by a third party lender in the first 24 months;
(E) the final repayment date is that date falling on the third
anniversary of the date of first drawing;
(F) security will consist of cross guarantees from Quixant and
each of its US and UK subsidiaries and, following the Acquisition,
the provision of cross guarantees from Densitron Technologies and
each of the subsidiaries of Densitron Technologies which are
incorporated in the US or UK. Each guarantor will give a full
debenture charging the assets of each relevant guarantor company in
favour of Barclays; and
(G) representations, warranties and undertakings are to be
provided, consistent with a loan facility of this nature. These
will include, save in respect of certain exceptions, a negative
pledge prohibiting the charging of each guarantor company's assets
in favour of any other party, taking on other forms of credit and
restrictions on future loans and guarantees.
finnCap, financial adviser to Quixant, is satisfied that
sufficient cash resources are available to Quixant to enable it to
satisfy in full the consideration payable to Densitron Technologies
Shareholders in connection with the Acquisition. Assuming that the
cash consideration is payable to all holders of Densitron
Technologies Shares full implementation of the Offer would require
a maximum cash payment of approximately GBP7.66 million by
Quixant.
11 Conditions
The Scheme is subject to the Conditions and further terms set
out in Appendix I to this Announcement and to be set out in the
Scheme Document.
The Conditions in paragraph 1.2 of Appendix I to this
Announcement provide that the Acquisition will lapse if (amongst
other things):
-- the Scheme does not become effective by the Long Stop Date
(or such later date as Quixant and Densitron Technologies may, with
the consent of the Panel, agree and (if required) the Court may
allow);
-- the approval of the Scheme by a majority in number of the
Densitron Technologies Shareholders who vote, representing not less
than 75 per cent. in value of the Scheme Shares voted, either in
person or by proxy, at the Court Meeting;
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-- the approval of, amongst other things, all resolutions
necessary to implement the Scheme by the requisite majority at the
General Meeting; and
-- the sanction of the Scheme by the Court (with or without
modification on terms agreed by Densitron Technologies and Quixant)
and the delivery of an office copy of the Court Order to the
Registrar of Companies.
12 Structure of the Acquisition and the Scheme of Arrangement
12.1 Introduction
It is intended that the Acquisition will be implemented by means
of a Court-sanctioned scheme of arrangement between Densitron
Technologies and the Densitron Technologies Shareholders, under
Part 26 of the Companies Act. The purpose of the Scheme is to
provide for Quixant to become the owner of the entire issued
ordinary share capital of Densitron Technologies.
The Densitron Technologies Shares will be transferred to Quixant
on the Effective Date, in consideration of which Quixant will pay
to the holders of those Densitron Technologies Shares so
transferred (within 14 days) 11 pence in cash per Densitron
Technologies Share held at the Scheme Record Time. Densitron
Technologies will make an application to the Court to sanction the
Scheme.
Densitron Technologies Shares issued at or after the Scheme
Record Time will not be subject to the Scheme. Accordingly, it is
proposed that the articles of association of Densitron Technologies
be amended so that Densitron Technologies Shares issued at or after
the Scheme Record Time (other than to Quixant or its nominees) will
be automatically acquired by Quixant on the same terms as under the
Scheme.
The Acquisition is subject to the satisfaction or (where
relevant) waiver of the Conditions and further terms contained at
Appendix I and will only become effective if, among other things,
the following events occur on or before the Long Stop Date (or such
later date (if any) as Quixant and Densitron Technologies may, with
the consent of the Panel and the Court (if required), agree):
(A) a resolution to approve the Scheme is passed by a majority
in number of the Densitron Technologies Shareholders present and
voting (and entitled to vote) at the Court Meeting, either in
person or by proxy, representing 75 per cent. or more in value of
the Scheme Shares held by those Densitron Technologies Shareholders
(which, for the avoidance of doubt, excludes Quixant and its
connected parties);
(B) the Special Resolutions necessary to implement the Scheme
are passed by the requisite majority of Densitron Technologies
Shareholders required to pass such a Special Resolution at the
General Meeting;
(C) the Scheme is sanctioned (with or without modification, on
terms agreed by Quixant and Densitron Technologies) by the Court;
and
(D) the delivery of a copy of the Court Order to the Registrar
of Companies.
On the Effective Date, the Scheme: (i) will be binding on all
Densitron Technologies Shareholders, irrespective of whether or not
they attended or voted at the Court Meeting or the General Meeting
(and, if they attended and voted, whether or not they voted in
favour); and (ii) share certificates in respect of Densitron
Technologies Shares will cease to be valid and entitlements to
Densitron Technologies Shares held within the CREST system will be
cancelled.
It is expected that the Scheme will become effective on or
around 10 November 2015. If the Scheme does not become effective on
or before 31 December 2015, it will lapse and the Acquisition will
not proceed (unless Quixant and Densitron Technologies agree it may
be extended with the consent of the Panel and (if required) the
Court).
It is proposed, as part of the Special Resolutions to be
proposed at the General Meeting relating to the Scheme, to amend
Densitron Technologies' articles of association to ensure that any
Densitron Technologies Shares issued between the Voting Record Time
and the Scheme Record Time will be subject to the Scheme. It also
proposed to amend Densitron Technologies' articles of association
so that any Densitron Technologies Shares issued to any person
other than Quixant or its nominee(s) at or after the Scheme Record
Time will be automatically acquired by Quixant on the same terms as
under the Scheme. This will avoid any person (other than Quixant or
its nominee(s)) being left with Densitron Technologies Shares after
the Effective Date. The Special Resolutions, set out in the notice
of General Meeting of the Scheme Document, will seek the approval
of Densitron Technologies Shareholders for such amendment.
It is also proposed to re-register Densitron Technologies as a
private limited company shortly following the Effective Date. This
will be effected by a special resolution of Quixant (as the sole
member of Densitron Technologies at that time) which will be
proposed at a general meeting to be held on short notice on a date
following the Effective Date.
12.2 The Meetings
The implementation of the Scheme will require the approval of
the Scheme by the Densitron Technologies Shareholders at the Court
Meeting to be held at the offices of Bircham Dyson Bell LLP 50
Broadway London SW1H 0BL at 11.00 a.m. on 3 November 2015 and the
passing by the Densitron Technologies Shareholders of the Special
Resolutions to be proposed at the General Meeting to be held after
the Court Meeting also at the offices of Bircham Dyson Bell LLP 50
Broadway London SW1H 0BL at 11.30 a.m. (or as soon thereafter as
the Court Meeting shall have been concluded or adjourned) on or
around 3 November 2015.
Notice of the Court Meeting is set out in Appendix G and notice
of the General Meeting is set out in Appendix H. Entitlement to
attend and vote at the Meetings and the number of votes which may
be cast at them will be determined by reference to the register of
members of Densitron Technologies at the Voting Record Time.
Any Densitron Technologies Shares held by Quixant and/or its
connected persons at the Voting Record Time will not qualify to be
Scheme Shares. Quixant and its connected persons will not be
entitled to vote at the Court Meeting in respect of any Densitron
Technologies Shares held or acquired by or for it and will not
exercise the voting rights attaching to its Densitron Technologies
Shares at the Court Meeting.
As soon as practicable and, in any event, by no later than 7.00
a.m. on the Business Day following the Meetings, Quixant shall make
an Announcement on an RNS stating whether or not the resolutions to
be proposed at the Meetings were passed by the requisite majorities
(and, if not, whether or not the Scheme has lapsed) and giving
voting results in relation to the Meetings.
12.3 Court Meeting
The Court Meeting will be held at the direction of the Court to
seek the approval of Densitron Technologies Shareholders for the
Scheme. At the Court Meeting, voting will be by way of a poll and
each Scheme Shareholder present in person or by proxy will be
entitled to one vote for each Scheme Share held. The approval
required at the Court Meeting is that those voting to approve the
Scheme must represent:
(A) a majority in number of the Densitron Technologies
Shareholders present and voting, either in person or by proxy;
and
(B) at least seventy five per cent in nominal value of the
Scheme Shares held by the Densitron Technologies Shareholders
present and voting, either in person or by proxy.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of Scheme
Shareholder opinion. Shareholders will be strongly urged to
complete, sign and return your Forms of Proxy, or appoint a proxy
electronically, as soon as possible, whether or not you intend to
attend the Meetings in person.
12.4 General Meeting
The General Meeting will be convened for the same date as the
Court Meeting and will be held immediately after the Court Meeting
to consider and, if thought fit, pass, the Special Resolutions
(which require votes in favour representing at least 75 per cent.
of the votes cast in person or by proxy) to approve:
(i) the authorisation of the Densitron Technologies Directors to
take all actions as they may consider necessary or appropriate to
bring the Scheme into effect; and
(ii) the alteration of the Densitron Technologies' articles of
association relating to the automatic transfer of Densitron
Technologies Shares issued in between the Voting Record Time and
the Scheme Record Time as described above.
Voting at the General Meeting will be by poll.
12.5 Sanction of the Scheme by the Court
Under the Companies Act, the Scheme also requires the sanction
of the Court. The Court Hearing is expected to be held on or around
5 November 2015.
Quixant has confirmed that at the Court Hearing it will consent
to the Scheme and will undertake to the Court to be bound
thereby.
Quixant has agreed to undertake to the Court to execute and do
or procure to be executed and done all such documents, acts and
things as may be necessary or desirable to be executed or done by
it for the purpose of giving effect to this Scheme.
The Scheme will become effective only upon it being sanctioned
(with or without modification, on terms agreed by Quixant and
Densitron Technologies) by the Court and the Court Order being
delivered to the Registrar of Companies for registration. It is
expected that the Effective Date will be on or around 10 November
2015.
If the Scheme becomes effective, it will be binding on all
Densitron Technologies Shareholders irrespective of whether or not
they attend or vote in favour of the Scheme at the Court Meeting or
in favour of the Special Resolution at the General Meeting. If the
Scheme is not implemented on or around 31 December 2015 (or such
later date (if any) as Densitron Technologies and Quixant may, with
the consent of the Panel, agree and (if required) the Court may
allow), the Scheme will not be implemented and the Acquisition will
not proceed.
12.6 Modifications to the Scheme
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The Scheme will contain a provision for Densitron Technologies
and Quixant jointly to consent on behalf of all persons concerned
to any modification of, or addition to, the Scheme or to any
condition approved or imposed by the Court. The Court would be
unlikely to approve any modification of, or addition to, or impose
a condition to the Scheme which might be material to the interests
of the Densitron Technologies Shareholders, unless Densitron
Technologies Shareholders were informed of such modification,
addition or condition. It would be a matter for the Court to
decide, in its discretion, whether or not a further meeting of
Densitron Technologies Shareholders should be held in these
circumstances.
12.7 Alternative means of implementing the Acquisition
Quixant reserves the right to elect to implement the Acquisition
by way of a Takeover Offer (as defined in Part 28 of the Companies
Act), subject to the Panel's consent. Subject to the receipt of
such consent, in such event, such Offer will be implemented on the
same terms and conditions (subject to appropriate amendments,
including (without limitation) an acceptance condition set at 90
per cent., or such lesser percentage (being more than 50 per cent.)
as Quixant may decide (in each case, subject to the Panel's
consent) of the shares to which the Offer relates), so far as
applicable, as those which would apply to the Scheme.
13 Disclosure of interests in Densitron Technologies Shares
For the purposes of this paragraph 13:
(A) "acting in concert" has the meaning given to it in the Code;
(B) "arrangement" includes indemnity or option arrangements, and
any agreement or understanding, formal or informal, of whatever
nature, relating to securities which may be an inducement to deal
or refrain from dealing;
(C) "dealing" has the meaning given to it in the Code;
(D) "derivative" has the meaning given to it in the Code;
(E) "interest" or "interests" in relevant securities shall have
the meaning given to it in the Code and references to interests of
Quixant Directors or interests of Densitron Technologies Directors
in relevant securities shall include all interests of any other
person whose interests in shares the Quixant Directors or, as the
case may be, the Densitron Technologies Directors, are taken to be
interested in pursuant to Part 22 of the Companies Act;
(F) "relevant Quixant securities" mean relevant securities (such
term having the meaning given to it in the Code in relation to an
offeree) of Quixant including equity share capital of Quixant (or
derivatives referenced thereto) and securities convertible into,
rights to subscribe for and options (including traded options) in
respect thereof; and
(G) "relevant Densitron Technologies securities" mean relevant
securities (such term having the meaning given to it in the Code in
relation to an offeree) of Densitron Technologies including equity
share capital of Densitron Technologies (or derivatives referenced
thereto) and securities convertible into, rights to subscribe for
and options (including traded options) in respect thereof.
Save as disclosed below in respect of the Quixant Directors, as
at the close of business on 24 September 2015 (being the last
practicable date prior to the date of this Scheme Document) neither
Quixant, nor any Quixant Director, nor, so far as Quixant is aware,
any person acting in concert (within the meaning of the Code) with
it, nor, so far as Quixant is aware, any person with whom Quixant
or any person acting in with Quixant has an arrangement has (i) any
interest in or right to subscribe for any relevant Densitron
Technologies securities, nor (ii) any short positions in respect of
relevant Densitron Technologies securities (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, nor (iii) borrowed or lent any relevant Densitron
Technologies Shares (including, for these purposes, any financial
collateral arrangements of the kind referred to in Note 4 on Rule
4.6 of the Code).
As at 24 September 2015 (the latest practicable date prior to
the publication of this Announcement), the Quixant Directors and
persons acting in concert with the Quixant Directors held the
following interests in, or rights to subscribe in respect of,
relevant Densitron Technologies securities:
Name Number of relevant Densitron Technologies securities
Gary Paul Mullins 794,378*
Nicholas Jarmany 6,458**
Notes
*relevant securities held in the names of Susan Jane Mullins,
John Philip Mullins and Mark John Mullins
** relevant securities held in the name of Daniel Mark Jarmany
as executor of Patricia Jill Jarmany
As at 24 September 2015 (the latest practicable date prior to
the publication of this Scheme Document), the Densitron
Technologies Directors and persons acting in concert with the
Densitron Technologies Directors held the following interests in,
or rights to subscribe in respect of, relevant Densitron
Technologies securities:
Name Number of relevant Densitron Technologies securities
Grahame Ritchie Falconer 442,612
John Kevin Farrell* 11,509,675
Jan G Holmstrom** 0
Timothy Stewart Pearson 94,516
Notes
*relevant securities held in the name of CGWL Nominees Limited
as nominee for Sterling Property Trust Limited
**Mr Holmstrom is an employee of Peter Gyllenhammar AB and a
nominated non-executive director on behalf of Peter Gyllenhammar
AB. Peter Gyllenhammar is the beneficial owner of Peter
Gyllenhammar AB which has an interest of 29.99% (20,745,000 shares)
in Densitron Technologies plc held through Chase Nominees.
Save as disclosed above in respect of the Densitron Technologies
Directors, as at the close of business on 24 September 2015 (being
the last practicable date prior to the date of this Announcement),
so far as Densitron Technologies is aware, neither any person
acting in concert (within the meaning of the Code) with it, nor any
person with whom Densitron Technologies or any person acting in
concert with Densitron Technologies has an arrangement has (i) any
interest in or right to subscribe for any relevant Densitron
Technologies securities, nor (ii) any short positions in respect of
relevant Densitron Technologies securities (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, nor (iii) borrowed or lent any relevant Densitron
Technologies Shares (including, for these purposes, any financial
collateral arrangements of the kind referred to in Note 4 on Rule
4.6 of the Code).
14 Delisting
It is intended the last day of dealings in, and for registration
of transfers of, Densitron Technologies Shares will be 5 November
2015, being the Business Day prior to the Court Hearing, following
which the Densitron Technologies Shares will be temporarily
suspended from AIM and no transfers of Densitron Technologies
Shares will be registered after this date. Prior to the Effective
Date, it is further intended that a request will be made to the
London Stock Exchange to cancel admission to trading of Densitron
Technologies Shares on AIM upon (or shortly after) the Effective
Date.
On the Effective Date, share certificates in respect of
Densitron Technologies Shares will cease to be valid and should be
destroyed.
In addition, entitlements to Densitron Technologies Shares held
within the CREST system will be cancelled on the Effective
Date.
15 General
The Acquisition will be made subject to the Conditions and
further terms set out in Appendix I to this Announcement and those
terms which will be set out in the Scheme Document and the Forms of
Proxy. The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and the expected timetable of the Acquisition. The Acquisition will
be subject to the applicable requirements of the Code, the Panel,
the London Stock Exchange and the FCA.
In deciding whether or not to vote in favour of the Scheme in
respect of their Densitron Technologies Shares, Densitron
Technologies Shareholders should rely on the information contained
in, and follow the procedures described in, the Scheme Document and
the Forms of Proxy.
16 Documents on display
Copies of the following documents will be made available on
Densitron Technologies' and Quixant's website at www.densitron.com
and www.quixant.com respectively by no later than 12 noon (London
time) on 28 September 2015 until the end of the Offer Period:
-- this Announcement;
-- the irrevocable undertakings referred to in paragraph 5 above
and summarised in Appendix III to this Announcement; and
-- the financing documents referred to in paragraph 11 above
including the Facilities Agreement with Barclays.
The Acquisition will be made solely through the Scheme Document
and the accompanying Forms of Proxy, which will together contain
the full terms and conditions of the Acquisition, including details
of how to approve the Acquisition. Any response vote in relation to
the Acquisition should be made only on the basis of the information
contained in the Scheme Document.
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finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser to Quixant and no one else in connection with the matters
referred to in this Announcement. In connection with these matters,
finnCap, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to anyone other than Quixant
for providing the protections afforded to the clients of finnCap
nor for providing advice in relation to the matters referred to in
this Announcement.
Westhouse, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Densitron Technologies as financial adviser, nominated adviser and
broker and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other
than Densitron Technologies for providing the protections afforded
to clients of Westhouse, or for providing advice in connection with
the Acquisition or any other matter referred to in this
Announcement.
In accordance with Rule 30.2 of the Code you may request a hard
copy of this Announcement (any information incorporated by
reference in this Announcement) by contacting Capita Asset
Services, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3
4TU on 0371 664 0321 or if calling from outside the UK on +44 (0)
208 639 3399 during business hours or by submitting a request in
writing to at the aforementioned address. It is important that you
note that unless you make a request, a hard copy of this
Announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the proposals should be in hard copy form. Calls to
Capita Asset Services 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. Capita Asset Services
are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that Capita Asset
Services cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
THIS ANNOUNCEMENT IS MADE PURSUANT TO RULE 2.7 OF THE CODE AND
IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND DOES
NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR INVITATION TO
PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE FOR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR
TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY
JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE ACQUISITION
WILL BE MADE SOLELY THROUGH THE SCHEME DOCUMENT AND THE
ACCOMPANYING FORMS OF PROXY, WHICH WILL TOGETHER CONTAIN THE FULL
TERMS AND CONDITIONS OF THE ACQUISITION, INCLUDING DETAILS OF HOW
TO ACCEPT THE ACQUISITION. ANY RESPONSE VOTE IN RELATION TO THE
ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION
CONTAINED IN THE SCHEME DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ
THE SCHEME DOCUMENT CAREFULLY ONCE IT HAS BEEN DESPATCHED.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to overseas
shareholders will be contained in the Scheme Document.
US investors in Densitron Technologies
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 the proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules. However, if Quixant were to
elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer will be made in compliance with all applicable
laws and regulations, including the US tender offer rules, to the
extent applicable.
Restricted Jurisdictions
Unless otherwise determined by Quixant or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that 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.
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 Densitron Technologies
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.
Cautionary Note Regarding Forward Looking Statements
This Announcement contains statements that are or may be deemed
to be forward looking statements with respect to the financial
condition, results of operations and business of Densitron
Technologies and certain plans and objectives of the Densitron
Technologies Board and the Quixant Board. These forward looking
statements can be identified by the fact that they are prospective
in nature and do not relate to other than statements of historical
or current facts. These estimates are based on assumptions and
assessments made by the Densitron Technologies Board or Quixant in
light of their experience and their perception of historical
trends, current conditions, expected future developments and other
factors they believe appropriate.
Without limitation, any statements preceded or followed by or
that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "should", "could", "would", "may",
"anticipates", "estimates", "synergy", "cost-saving", "projects",
"goal" or "strategy" or, words or terms of similar substance or the
negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of Quixant's or Densitron
Technologies' operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on
Quixant's or Densitron Technologies' business.
These forward looking statements are made as at the date of this
Announcement and are not guarantees of future financial
performance. Except as expressly provided in this Announcement,
they have not been reviewed by the auditors of Quixant or Densitron
Technologies. 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 hereof. All subsequent oral or written forward looking
statements attributable to Quixant or Densitron Technologies or any
of their respective members, directors, officers or employees or
any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Quixant or Densitron
Technologies disclaim any obligation to update any forward looking
or other statements contained herein, except as required by
applicable law.
Dealing 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 Densitron
Technologies 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.
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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) Densitron Technologies
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. (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of Densitron Technologies 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 Densitron Technologies or of any securities exchange
offeror(s) must make a Dealing Disclosure if the person deals in
any relevant securities of Densitron Technologies 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)
Densitron Technologies and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of Densitron Technologies or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by Densitron
Technologies and by any offeror and Dealing Disclosures must also
be made by Densitron Technologies, by any offeror(s) and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4 of the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the 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.
Disclosure in accordance with Rule 2.10 of the Code
The ordinary shares of Densitron Technologies are admitting to
trading on the AIM Market of the London Stock Exchange plc with
ISIN No. GB0002637394. Densitron Technologies confirms that it has
in issue 69,669,106 ordinary shares of 1 pence each 500,000 of
which are held in treasury. There are 69,169,106 ordinary shares in
issue with voting rights.
The ordinary shares of Quixant are admitted to trading on the
AIM Market of the London Stock Exchange plc with ISIN No.
GB00B99PCP71. Quixant confirms that it has in issue 64,634,782
ordinary shares of 0.001 pence each.
Information relating to Densitron Technologies Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Densitron Technologies Shareholders,
persons with information rights and other relevant persons for the
receipt of communications from Densitron Technologies may be
provided to Quixant during the offer period as requested under
Section 4 of Appendix 4 of the Code to comply with Rule
2.12(c).
If you are in any doubt about the action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised
under the Financial Services and Market Act 2000 (as amended) if
you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Publication on Website
In accordance with Rule 30.4 of the Code, a copy of this
Announcement together with all information incorporated into this
Announcement by reference to another source will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on the Quixant or Densitron Technologies
websites (www.quixant.com and www.densitron.com respectively) by no
later than 12 noon (London time) on the Business Day following the
publication of this Announcement. For the avoidance of doubt, the
contents of those websites are not incorporated by reference and do
not form part of the Scheme Document or this Announcement.
Request for Hard Copy
In accordance with Rule 30.2 of the Code you may request a hard
copy of this Announcement (any information incorporated by
reference in this Announcement) by contacting Capita Asset
Services, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3
4TU on 0371 664 0321 or if calling from outside the UK on +44 (0)
208 639 3399 during business hours or by submitting a request in
writing to the aforementioned address. It is important that you
note that unless you make a request, a hard copy of this
Announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form. Calls to
Capita Asset Services 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. Capita Asset Services
are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that Capita Asset
Services cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE
ACQUISITION
Part A: Conditions to the Scheme
1. The Scheme will be subject to the following conditions:
1.1 The Acquisition will be conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by no later than
the Long Stop Date or such later date (if any) as Quixant and
Densitron Technologies may, with the consent of the Panel agree and
(if required) the Court may allow.
1.2 The Scheme is subject to the following conditions:
(A) its approval by a majority in number of the Densitron
Technologies Shareholders (or the relevant class or classes
thereof, if applicable) and who are present and vote, whether in
person or by proxy, at the Court Meeting (and any separate class
meeting which may be required by the Court) or any adjournment of
such meeting and who represent 75 per cent. in value of the Scheme
Shares (or the relevant class or classes thereof, if applicable)
voted by those Densitron Technologies Shareholders (or the relevant
class or classes thereof, if applicable); and
(B) all resolutions required to approve and implement the Scheme
(including, without limitation, to amend Densitron Technologies'
articles of association) being duly passed by Densitron
Technologies Shareholders by the requisite majorities at the
General Meeting (or any adjournment thereof); and
(C) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
reasonably acceptable to Densitron Technologies and Quixant);
and
(D) delivery of a copy of the Court Order to the Registrar of Companies.
Part B: Conditions to the Acquisition
Notifications, waiting periods and Authorisations
1.3 All material mandatory notifications, filings or
applications which are necessary in connection with the Acquisition
having been made and, to the extent applicable, all necessary
waiting 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 in each case in respect of the
Acquisition and all Authorisations (excluding any antitrust or
merger control) necessary in any jurisdiction for or in respect of
the Acquisition and, except pursuant to Chapter 3 of Part 28 of the
Companies Act, the acquisition or the proposed acquisition of any
shares or other securities in, or control or management of,
Densitron Technologies by any member of the Quixant Group having
been obtained in terms and in a form reasonably satisfactory to
Quixant from all appropriate Third Parties or (without prejudice to
the generality of the foregoing) from any persons or bodies with
whom any member of the Quixant Group has entered into contractual
arrangements and all such Authorisations necessary to carry on the
business of any member of the Quixant Group in any jurisdiction
which is material in the context of the Quixant Group as a whole
having been obtained and all such Authorisations remaining in full
force and effect at the time at which the Acquisition becomes
otherwise wholly unconditional and there being no notice of an
intention to revoke, suspend, restrict, modify or not to renew such
Authorisations;
Certain matters arising as a result of any arrangement,
agreement, etc.
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1.4 Except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Quixant Group is a party or
by or to which any such member or any of its assets is or may be
bound, entitled or subject which, as a consequence of: (i) the
Acquisition; (ii) the Acquisition or the proposed acquisition by
any member of the Quixant Group of any shares or other securities
in Densitron Technologies) (iii) or because of a change in the
control or management of any member of the Densitron Technologies
Group; (iv) or otherwise, could or might reasonably be expected to
result in, in each case to an extent which is material in the
context of the Densitron Technologies Group taken as a whole:
(A) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the
Densitron Technologies 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) other than in the ordinary course of business, the creation
or enforcement of any mortgage, charge or other security interest
over the whole or any material part of the business, property or
assets of any member of the Densitron Technologies Group or any
such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(C) any such arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or the rights,
liabilities, obligations or interests of any member of the
Densitron Technologies Group being adversely modified or adversely
affected or any obligation or liability arising or any adverse
action being taken or arising thereunder;
(D) any liability of any member of the Densitron Technologies
Group to make any severance, termination, bonus or other payment to
any of its directors, or other officers;
(E) the rights, liabilities, obligations, interests or business
of any member of the Densitron Technologies Group under any such
arrangement, agreement, licence, permit, lease or instrument or the
interests or business of any member of the Densitron Technologies
Group in or with any other person or body or firm or company (or
any arrangement or arrangement relating to any such interests or
business) being or becoming capable of being terminated or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(F) a ny member of the Densitron Technologies Group ceasing to
be able to carry on business under any name under which it
presently carries on business;
(G) the value of, or the financial or trading position of, any
member of the Densitron Technologies Group being prejudiced or
adversely affected; or
(H) the creation or acceleration of any liability (actual or
contingent) by any member of the Densitron Technologies Group other
than trade creditors or other liabilities incurred in the ordinary
course of business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Densitron Technologies Group
is a party or by or to which any such member or any of its assets
are bound, entitled or subject, would or might result in any of the
events or circumstances as are referred to in Conditions 1.4 (A) to
(H), in each case to the extent material in the context of the
Densitron Technologies Group taken as a whole.
Certain events occurring since 31 December 2014
1.5 Except as Disclosed, no member of the Densitron Technologies
Group having since 31 December 2014:
(A) issued or agreed to issue, or authorised 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, securities or convertible securities
or transferred or sold or agreed to transfer or sell or authorised
the transfer or sale of Densitron Technologies Shares out of
treasury;
(B) recommended, declared, paid or made, declare, pay or make
any bonus, dividend or other distribution (whether payable in cash
or otherwise) other than dividends (or other distributions, whether
payable in cash or otherwise) lawfully paid or made by any wholly
owned subsidiary of Densitron Technologies to Densitron
Technologies or any of its wholly owned subsidiaries;
(C) other than pursuant to the Acquisition (and except for
transactions between Densitron Technologies and its wholly owned
subsidiaries or between the wholly owned subsidiaries of Densitron
Technologies and transactions in the ordinary course of business),
implemented, effected, authorised or announced its intention to
implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or
disposal of assets or shares or loan capital (or the equivalent
thereof) in any undertaking or undertakings in any such case to an
extent which is material in the context of the Densitron
Technologies Group taken as a whole;
(D) (except for transactions between Densitron Technologies and
its wholly owned subsidiaries or between the wholly owned
subsidiaries of Densitron Technologies and except for transactions
in the ordinary course of business) disposed of, or transferred,
mortgaged or created any security interest over any material asset
or any right, title or interest in any material asset or
authorised, proposed or announced any intention to do so to an
extent which is material in the context of the Densitron
Technologies Group taken as a whole;
(E) (except for transactions between Densitron Technologies and
its wholly owned subsidiaries or between the wholly owned
subsidiaries of Densitron Technologies) issued, authorised or
announced an intention to authorise or propose the issue of or made
any change in or to the terms of any debentures or become subject
to any contingent liability (other than trade credit incurred in
the ordinary course of business) or incurred or increased any
indebtedness which is material in the context of the Densitron
Technologies Group taken as a whole;
(F) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude or which is or which involves or could involve
an obligation of a nature or magnitude which is reasonably likely
to be materially restrictive on the business of any member of the
Densitron Technologies Group which, taken together with any other
such material transaction, arrangement, agreement, contract or
commitment, is material in the context of the Densitron
Technologies Group taken as a whole;
(G) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of, any contract, service agreement,
commitment or arrangement with any director or, except for salary
increases, bonuses or variations of terms in the ordinary course,
senior executive of any member of the Densitron Technologies
Group;
(H) proposed, agreed to provide or modified the terms of any
incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the Densitron
Technologies Group which is material in the context of the
Densitron Technologies Group taken as a whole;
(I) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (a) above, made any other change to any part of its
share capital;
(J) other than in respect of claims between Densitron
Technologies and its wholly owned subsidiaries, waived, compromised
or settled any claim otherwise than in the ordinary course of
business, in each case to an extent which is material in the
context of the Densitron Technologies Group taken as a whole;
(K) terminated or varied the terms of any agreement or
arrangement between any member of the Densitron Technologies Group
and any other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position of the Densitron Technologies Group taken as a whole;
(L) save as required in connection with the adoption of the
Amended Densitron Technologies Articles, made any material
alteration to its memorandum or articles of association or other
incorporation documents to an extent which is material in the
context of the Acquisition;
(M) 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
which is material in the context of the Densitron Technologies
Group taken as a whole;
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(N) (other than in respect of a member of the Densitron
Technologies Group which is dormant and was solvent at the relevant
time) taken 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 a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed;
(O) (except for transactions between Densitron Technologies and
its wholly owned subsidiaries or between Densitron Technologies
wholly owned subsidiaries) made, authorised, proposed or announced
an intention to propose any change in its loan capital;
(P) entered into or implemented any joint venture, asset or
profit sharing arrangement, partnership or merger of business or
corporate entities which would be restrictive on the business of
any member of the Densitron Technologies Group other than to a
nature and extent which is immaterial in the context of the
Densitron Technologies Group taken as a whole; or
(Q) other than in the ordinary course of business, entered into
any agreement, arrangement, commitment or contract 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 1.5;
No adverse change, litigation, regulatory enquiry or similar
1.6 Except as Disclosed, since 31 December 2014 there having
been:
(A) no adverse change reasonably likely to result in the
business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Densitron
Technologies Group which is material in the context of the
Densitron Technologies Group taken as a whole;
(B) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against or in respect of any
member of the Densitron Technologies Group or to which any member
of the Densitron Technologies Group is or may become a party
(whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by,
against or in respect of, any member of the Densitron Technologies
Group, in each case which is or might reasonably be expected to be
material in the context of the Densitron Technologies Group taken
as a whole;
(C) no contingent or other liability having arisen or increased
other than in the ordinary course of business which is reasonably
likely to affect adversely the business, assets, financial or
trading position or profits or prospects of any member of the
Densitron Technologies Group to an extent which is material in the
context of the Densitron Technologies Group taken as a whole;
and
(D) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Densitron Technologies Group which is necessary
for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which would or might
reasonably be expected to have a material adverse effect on the
Densitron Technologies Group taken as a whole.
Anti-corruption and criminal property
1.7 Except as Disclosed, Quixant not having discovered:
(A) any member of the Densitron Technologies Group or any person
that performs or has performed services for or on behalf of any
such company is or has engaged in any activity, practice or conduct
which would constitute an offence under the Bribery Act 2010 or any
other applicable anti-corruption legislation; or
(B) any asset of any member of the Densitron Technologies 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 C: Further terms of the Acquisition
2. Waivers and Miscellaneous
2.1 Subject to the requirements of the Panel, Quixant reserves
the right to waive in whole or in part all or any of the above
Conditions 1.3 to 1.7 inclusive. Each of the Conditions is a
separate Condition and is not limited by reference to any other
Condition.
2.2 The Acquisition will lapse and the Scheme will not proceed
if, insofar as the Acquisition or any matter arising from or
relating to the Acquisition or Scheme constitutes a concentration
with a Community dimension within the scope of the EC Merger
Regulation, the European Commission either initiates proceedings
under Article 6(1)(c) of the EC Merger Regulation or makes a
referral to a competent authority in the United Kingdom under
Article 9(1) of the EC Merger Regulation and there is then a CMA
Phase 2 Reference before the date of the Court Meeting (unless
otherwise agreed with the Panel).
2.3 Quixant will be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of Conditions 1.3 to 1.7 (inclusive) by a date
earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at
such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
2.4 In the event that the Acquisition is implemented by way of a
Takeover Offer, the Densitron Technologies Shares acquired under
the Acquisition will be acquired fully paid and free from all
liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any
nature and together with all rights now or hereafter attaching or
accruing to them, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any)
declared, made or paid on or after the date of the Scheme Document
(other than the Interim Dividend).
2.5 If, after the date of the Scheme Document but prior to the
Effective Date, any dividend or other distribution is declared,
paid or made or payable by Densitron Technologies (a "relevant
distribution"), Quixant reserves the right (without prejudice to
any right of Quixant), with the consent of the Panel, to invoke
Condition 1.5(B) above to reduce the Offer Price by an amount up to
the aggregate amount of such dividend or distribution (excluding
any associated tax credit).
2.6 If any such dividend or distribution occurs, any reference
in the Scheme Document to the Offer Price will be deemed to be a
reference to the Offer Price as so reduced. If such reduction
occurs, notwithstanding the terms on which the Densitron
Technologies Shares are expressed to be acquired by Quixant
pursuant to the Acquisition in the Scheme Document, the Densitron
Technologies Shares will be acquired by or on behalf of Quixant
pursuant to the Acquisition fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and
any other third party rights and interests of any nature and
together with all rights now and hereafter attaching to such shares
including the right to receive in full all dividends and other
distributions (if any) declared, paid or made on or after the date
of the Scheme Document, other than the dividend or distribution
giving rise to such reduction.
2.7 To the extent that such a dividend or distribution has been
declared, paid, made or is payable and it is: (i) transferred
pursuant to the Acquisition on a basis which entitles Quixant to
receive the dividend or distribution and to retain it; or (ii)
cancelled, the Offer Price will not be subject to change in
accordance with this paragraph.
2.8 Any exercise by Quixant of its rights referred to in this
paragraph will be the subject of an Announcement and, for the
avoidance of doubt, will not be regarded as constituting any
revision or variation of the Acquisition.
2.9 Quixant reserves the right to elect (with the consent of the
Panel and Barclays) to implement the Acquisition by way of a
Takeover Offer. In such event, the acquisition will be implemented
on substantially the same terms subject to appropriate amendments,
including (without limitation) an acceptance condition set at 90
per cent. (or such less percentage, being more than 50 per cent.,
as Quixant and Barclays may decide) of the Densitron Technologies
Shares to which such Takeover Offer relates, so far as applicable,
as those which would apply to the Scheme. Further, if sufficient
acceptances of such Takeover Offer are received and/or sufficient
Densitron Technologies Shares are otherwise acquired, it is the
intention of Quixant to apply the provisions of the Companies Act
to acquire compulsorily any outstanding Densitron Technologies
Shares to which such Takeover Offer relates.
2.10 The involvement in the Acquisition of persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
2.11 The Acquisition is not being conducted, directly or
indirectly, in, into or from, or by use of the mails of, or by any
means of instrumentality (including, but not limited to, facsimile,
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 jurisdiction
where to do so would violate the laws of that jurisdiction.
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
2.12 The Acquisition is governed by the laws of England and
Wales and is subject to the jurisdiction of the English courts and
to the Conditions and further terms set out in the Scheme Document.
The Acquisition is subject to the applicable requirements of the
Code, the Panel and the London Stock Exchange.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
1. The financial information on Densitron Technologies is
extracted from the Densitron Technologies Annual Report and
Accounts for the year ended 31 December 2014 and from the unaudited
half yearly financial statements of Densitron Technologies for the
six months ended 30 June 2015.
2. The terms of the Acquisition value each Densitron
Technologies Share at 11 pence in cash (being the price under the
Scheme) on the basis of the fully diluted share capital as of the
date of the Announcement as set out in the Announcement.
3. As at the close of business on 24 September 2015, being the
last practicable date before the date of this Announcement,
Densitron Technologies had in issue 69,669,106 Densitron
Technologies Shares (including 500,000 Densitron Technologies
Shares held in treasury). The International Securities
Identification Number for Densitron Technologies Shares is
GB0002637394.
4. All prices quoted for Densitron Technologies Shares are
closing middle market prices and are derived from London Stock
Exchange.
5. All information relating to Densitron Technologies and
Quixant has been provided by persons duly authorised by the
Densitron Technologies Board and Quixant Board respectively.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
The following holders or controllers of Densitron Technologies
Shares have given irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting:
PART A - Directors
Number of Densitron % of Densitron
Technologies Technologies
Name Shares Shares in issue
Grahame R Falconer 442,612 0.64
John Farrell 11,509,675* 16.64
Tim Pearson 94,516 0.14
TOTAL 12,046,803 17.42
*relevant securities held in the name of CGWL Nominees Limited
as nominee for Sterling Property Trust Limited
Quixant has received irrevocable undertakings from the Densitron
Technologies Directors, in respect of their own beneficial holdings
of Densitron Technologies Shares, representing approximately 17.42
per cent. of the existing issued ordinary share capital of
Densitron Technologies:
(a) to vote or procure the vote in favour of the Scheme at the
Court Meeting and each of the resolutions to be proposed at the
General Meeting; and
(b) if the Acquisition is structured as a Takeover Offer, to
accept or procure the acceptance of such offer (provided that such
Takeover Offer is on improved or substantially the same terms of
the Scheme and further provided that Densitron Technologies has
recommended such Takeover Offer).
The irrevocable undertakings given by the Densitron Technologies
Shareholders will lapse if:
(a) the Offer is not made (by publication of the Scheme Document
or a Takeover Offer document, as the case may be) on substantially
the terms and conditions set out or referred to in this
Announcement (and/or such other terms and conditions as may be
agreed by Densitron Technologies and Quixant and/or required by the
Code and/or the requirements of the London Stock Exchange) by 23
October 2015 (or such later date as the Panel may permit); or
(b) the Offer does not become effective, lapses, is withdrawn or
otherwise becomes incapable of ever becoming effective, as the case
may be, on or before 31 December 2015 .
These irrevocable undertakings also remain binding in the event
of a higher, competing offer for Densitron Technologies from a
third party.
PART B - Shareholders
Number of Densitron % of Densitron Technologies
Name Technologies Shares Shares in issue
Mr Peter Gyllenhammar* 20,745,000 29.99
Mr Johan Claesson and
Mr Magnus Claesson** 4,406,308 6.37
Mr W and Mrs S Campbell*** 3,300,000 4.77
TOTAL 28,451,308 41.13
Notes:
*beneficial owner of Peter Gyllenhammar AB held through Chase
Nominees
** as to 600,000 and 3,806,308 shares respectively, in each case
held through Chase Nominees
*** held through Barclayshare Nominees Limited
Quixant has received irrevocable undertakings from the Densitron
Technologies Shareholders (excluding those irrevocable undertakings
received from the Densitron Technologies Directors) in respect of
their beneficial holdings of Densitron Technologies Shares,
representing approximately 41.13 per cent. of the existing issued
ordinary share capital of Densitron Technologies:
(a) to vote or procure the vote in favour of the Scheme at the
Court Meeting and each of the resolutions to be proposed at the
General Meeting; and
(b) if the Acquisition is structured as a Takeover Offer, to
accept or procure the acceptance of such offer (provided that such
Takeover Offer is on improved or substantially the same terms of
the Scheme).
The irrevocable undertakings given by the Densitron Technologies
Shareholders will lapse if:
(c) the Offer is not made (by publication of the Scheme Document
or a Takeover Offer document, as the case may be) on substantially
the terms and conditions set out or referred to in this
Announcement (and/or such other terms and conditions as may be
agreed by Densitron Technologies and Quixant and/or required by the
Code and/or the requirements of the London Stock Exchange) by 23
October 2015 (or such later date as the Panel may permit); or
(d) the Offer does not become effective, lapses, is withdrawn or
otherwise becomes incapable of ever becoming effective, as the case
may be, on or before 31 December 2015 .
These irrevocable undertakings also remain binding in the event
of a higher, competing offer for Densitron Technologies from a
third party.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise.
"Acquisition" the proposed acquisition by Quixant
to acquire the entire issued
and to be issued ordinary share
capital of Densitron Technologies
at a price of 11 pence per Densitron
Technologies Share to be effected
by means of the Scheme and, where
the context admits, any subsequent
variation, revision, extension
or renewal thereof
"AIM" AIM, a market operated by London
Stock Exchange Plc
"AIM Rules"
the AIM Rules for Companies published
by the London Stock Exchange
"Amended Densitron Technologies the articles of association of
Articles" Densitron Technologies as at
the date of the Scheme Document,
as amended in accordance with
the proposed amendments set out
in the notice of the General
Meeting
"Announcement" the Announcement made by Quixant
and Densitron Technologies on
25 September 2015 setting out
Quixant's firm intention to make
an offer for the entire issued
share capital of Densitron Technologies
in accordance with Rule 2.7 of
the Code
"Authorisations" regulatory authorisations, orders,
recognitions, grants, consents,
clearances, confirmations, certificates,
licences, permissions or approvals
"Board" the board of directors of Densitron
Technologies or the board of
directors of Quixant (as the
case may be) and the terms Densitron
Technologies' Board and Quixant
Board shall be construed accordingly
"Business Day" a day (other than Saturdays,
Sundays and UK public holidays)
on which banks are open for business
in London
"Capita Asset Services" a trading name of Capita Registrars
Limited
"Closing Price" the middle market price of a
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
Densitron Technologies Share
at the close of business on the
day to which such price relates,
as derived from the Daily Official
List of the London Stock Exchange,
Bloomberg or Factset
"Code" the City Code on Takeovers and
Mergers issued by the Panel
"Companies Act" the Companies Act 2006, as amended
"Conditions" the Conditions to the Acquisition,
as set out in Appendix I of this
Announcement
"Court"
the High Court of Justice in
England and Wales
"Court Hearing" the hearing at which the Court
sanctions the Scheme
"Court Meeting" the meeting of Densitron Technologies
Shareholders (and any adjournment
thereof) to be convened pursuant
to an order of the Court under
Part 26 of the Companies Act
for the purposes of considering
and, if thought fit, approving
the Scheme (with or without amendment)
"Court Order" the order(s) of the Court sanctioning
the Scheme
"CREST Manual" the Crest manual referred to
in the agreements entered into
with Euroclear
"CREST" a relevant system (as defined
in the Regulations) in respect
of which Euroclear is the Operator
"Daily Official List" (as defined in the Regulations)
the Daily Official List published
by the London Stock Exchange
"Dealing Disclosure" has the same meaning as in Rule
8 of the Code
"Densitron Technologies Directors" the members of the Densitron
Technologies board of directors
"Densitron Technologies Group" Densitron Technologies, its subsidiaries,
any holding company of Densitron
Technologies (intermediate or
otherwise) and their subsidiary
undertakings from time to time,
or any of them as the context
requires
"Densitron Technologies Non-Executive Jan Gustaf Lennart Holmstrom
Directors" and John Kevin Farrell
"Densitron Technologies Shareholders" the holders of Densitron Technologies
Shares
"Densitron Technologies Shares" ordinary shares of 1 pence each
in the capital of Densitron Technologies
"Densitron Technologies" Densitron Technologies plc, a
company incorporated in England
and Wales with registered number
1962726
"Disclosed" the information disclosed in:
(i) the Densitron Technologies
annual report and accounts in
respect of the financial year
ended 31 December 2014; (ii)
the Interim Results; (iii) any
public announcement by Densitron
Technologies to a Regulatory
Information Service on or before
5.00 p.m. on the Business Day
prior the date of the Scheme
Document; (iv) any other matter
fairly disclosed in writing or
verbally to any member of the
Quixant Group during a meeting
or telephone conversation convened
specifically for the purposes
of due diligence on the Densitron
Technologies Group on or before
5.00 p.m. on the Business Day
prior the date of this Announcement;
or (v) in this Announcement
"Effective Date" the date on which the Scheme
becomes effective in accordance
with its terms
"Excluded Shares" any Densitron Technologies Shares
which are registered in the name
of or beneficially owned by any
member of the Quixant Group or
its nominee(s) or connected persons
at the relevant time or any Densitron
Technologies Shares held in treasury
"FCA" the Financial Conduct Authority
in its capacity as the competent
authority for the purposes of
Part VI of the FSMA
"finnCap" finnCap Ltd, financial adviser
to Quixant
"Forms of Proxy" the forms of proxy for use at
the Court Meeting and the General
Meeting
"FSMA" the Financial Services and Markets
Act 2000
"General Meeting" the general meeting of Densitron
Technologies Shareholders (and
any adjournment thereof) to be
convened in connection with the
Scheme
"Interim Results" Densitron Technologies' unaudited
interim results for the half
year to 30 June 2015, as announced
on 20 August 2015
"London Stock Exchange" London Stock Exchange Group plc,
a public company incorporated
in England and Wales under number
2075721
"Long Stop Date" 31 December 2015
"Meetings" the Court Meeting and/or the
General Meeting as the case may
be
"Offer Period" the offer period (as defined
by the Code) relating to Densitron
Technologies, which commenced
on 25 September 2015
"Offer" the offer by Quixant to make
the Acquisition on the terms
summarised in this Announcement
and which is to be implemented
by the Scheme
"Offer Price" the consideration payable under
the Acquisition in respect of
Densitron Technologies Shares,
being 11 pence in cash for each
Densitron Technologies Share
"Opening Position Disclosure" has the same meaning as in Rule
8 of the Code
"Overseas Shareholders" Densitron Technologies Shareholders
with registered addresses outside
the United Kingdom or who are
not resident in, or nationals
or citizens of, the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Quixant" Quixant plc, a company incorporated
in England and Wales with registered
number 4316977
"Quixant Directors" the members of the Quixant board
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