NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE
RELEASE
THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION
2 July
2024
RECOMMENDED CASH
OFFER
for
FIREANGEL SAFETY TECHNOLOGY
GROUP PLC
by
INTELLIGENT SAFETY
ELECTRONICS PTE. LTD
Offer closed and compulsory
acquisition
Introduction
On 27 October 2023, the Boards of
Intelligent Safety Electronics Pte. Ltd ("ISE") and FireAngel Safety Technology
Group plc ("FireAngel")
announced the terms of a recommended cash offer to be made by ISE
pursuant to which it shall acquire the issued and to be issued
share capital of FireAngel not already owned or controlled by ISE
(the "Offer").
The offer document containing the
full terms of, and Conditions to, the Offer (the "Offer Document") was published and
posted to FireAngel Shareholders on 2 November 2023.
Capitalised terms in this
announcement (the "Announcement"), unless otherwise
defined, have the same meanings as set out in the Offer
Document.
On 17 June 2024, ISE declared the
Offer unconditional in all respects and announced that the Offer
would remain open for acceptances for a further 14 days until 1.00
p.m. (London time) on 1 July 2024. As a result, the Offer is closed
for acceptances.
Level of Acceptances and Acceptance
Condition
In accordance with Rule 17 of the
Code, ISE announces that, as at 1.00 pm on 1 July
2024, ISE had received valid acceptances of the Offer in
respect of 245,626,517 FireAngel Shares, representing approximately
81.24 per cent. of the issued share capital of FireAngel, which ISE
may count towards the satisfaction of the Acceptance
Condition.
As previously announced on 24
November 2023, FireAngel received valid acceptances from all
FireAngel Directors in accordance with the FireAngel Directors'
irrevocable undertakings to ISE in respect of 13,754,611 FireAngel
Shares held by them (and persons connected with them) which
represent approximately 4.55 per cent. of the existing issued
ordinary share capital of FireAngel as at the Latest Practicable
Date.
As
at 1.00 pm on 1 July 2024, ISE may count 245,626,517 FireAngel
Shares, representing approximately 81.24 per cent. of FireAngel's issued share capital
towards the satisfaction of the Acceptance
Condition.
Therefore, taken together with FireAngel Shares that it
already holds, ISE, has acquired or agreed to acquire pursuant to
the Offer or otherwise 98.70% per cent. of FireAngel
Shares.
So far as ISE is aware, none of
these acceptances have been received from persons acting in concert
with ISE.
Compulsory acquisition
As ISE has received acceptances
under the Offer in respect of over 90 per cent. in value of the
FireAngel Shares to which the Offer relates (as defined in the
Companies Act) and more than 90 per cent. of the voting rights
carried by those shares and the Offer is wholly
unconditional. As announced on 25 June 2024, ISE is exercising its rights in
accordance with sections 974 to 991 of the Companies Act to acquire
compulsorily the remaining FireAngel Shares on the same terms as
the Offer. The relevant documents will be sent to all FireAngel
Shareholders who have not accepted the Offer informing them that,
under section 979 of the Act, their FireAngel Shares will be
compulsorily acquired and the consideration due to such FireAngel
Shareholders will be held on trust under section 981(9) of the Act
by FireAngel as trustee on behalf of those FireAngel Shareholders
that have not accepted the Offer.
A further announcement will be made
once the compulsory acquisition process has been
completed.
Notice of the Offer closing and cancellation of admission to
trading
ISE announces that the Offer closed
for acceptance at 1:00 p.m. (London time) on 1 July 2024. This does
not impact the compulsory acquisition procedure set out
above.
As announced on 18 June 2024, ISE
requested the board of
FireAngel to apply for the cancellation of
the admission to trading on AIM of FireAngel Shares ("Cancellation"). The Cancellation is
expected to take effect on or shortly after 7.00 am on 17 July
2024 and, accordingly, the final day of trading on AIM of
FireAngel Shares will be 16 July
2024 .
Following the Delisting, ISE intends
that FireAngel should seek to re-register as a private company and
adopt new articles of association more suited to a privately
controlled company. The cancellation of trading on AIM in
FireAngel Shares and re-registration as a private
company will significantly reduce the
liquidity and marketability of any FireAngel Shares in respect of
which the Offer has not been accepted at that time, and there is no
current intention
to provide a matched
bargain facility following Cancellation. Any remaining FireAngel
Shareholders will become minority shareholders in a majority
controlled private limited company and may therefore be unable to
sell their FireAngel Shares. There can be no certainty that
FireAngel will pay any dividends or make any other distributions or
that such minority FireAngel Shareholders will be offered an
opportunity to sell their FireAngel Shares on terms which are
equivalent to or no less advantageous than those under the
Offer.
Settlement
Settlement of the consideration to
which any FireAngel Shareholder (or the first-named shareholder in
the case of joint holders) is entitled under the Offer shall be
effected within 14 calendar days from the date of receipt of a
valid and complete acceptance, in the following manner:
a) FireAngel Shares held in certificated form (that is, not in
CREST)
Where an acceptance relates to
FireAngel Shares held in certificated form, settlement of any cash
due shall be despatched by first class post (or such other method
as may be approved by the Panel) to accepting FireAngel
Shareholders or their appointed agents (but not into any Restricted
Jurisdiction unless ISE, in its sole discretion, determines
otherwise). All such cash payments shall be made in pounds sterling
by cheque drawn on a branch of a UK clearing bank.
b) FireAngel Shares held in uncertificated form (that is, in
CREST)
Where an acceptance relates to
FireAngel Shares held in uncertificated form, the cash
consideration in pounds sterling to which an accepting FireAngel
Shareholder is entitled shall be paid by means of a CREST payment
in favour of the accepting FireAngel Shareholder's payment bank in
respect of the cash consideration due, in accordance with CREST
assured payment arrangements. ISE reserves the right to settle all
or any part of the consideration referred to in this paragraph, for
all or any accepting FireAngel Shareholder(s), in the manner
referred to in paragraph (a) above, if, for any reason, it wishes
to do so, except in circumstances where the accepting FireAngel
Shareholder has informed the Receiving Agent in writing prior to
the Offer becoming or being declared unconditional that it is
unwilling to accept settlement of the consideration by
cheque.
Interests in FireAngel Shares
Save as disclosed in this
Announcement, as at the close of business on the Latest Practicable
Date, neither ISE nor, so far as ISE is aware, any person acting in
concert with ISE had:
(a) any interest in, or any
right to subscribe for, or any short position (whether conditional
or absolute and whether in the money or otherwise) in, including
any short position made under a derivative in relation to, or is
party to any agreement to sell or has any delivery obligation or
right to require another person to purchase or take delivery of,
any relevant FireAngel securities;
(b) any outstanding
irrevocable commitment or letter of intent with respect to any
relevant FireAngel securities; or
(c) borrowed or lent any
relevant FireAngel securities, save for any borrowed shares which
have either been on-lent or sold.
General
The percentages of ISE Shares
referred to in this Announcement are based on a figure of
302,321,822 FireAngel Shares in issue and admitted to trading on
the AIM market of the London Stock Exchange, of 2 pence each (with
no ordinary shares held in treasury).
Copies of this Announcement, the
Offer Document and the Form of Acceptance will be available free of
charge (subject to certain restrictions relating to persons in
Restricted Jurisdictions) on ISE's website
at http://www.intelligentse.com/?investor and
FireAngel's website at www.fireangeltech.com until
the end of the Offer Period. For the avoidance of doubt, the
content of ISE's website is not incorporated into, and does not
form part of, this Announcement.
If you have any questions relating
to the procedure for acceptance of the Offer, please telephone the
Receiving Agent, Computershare Investor Services PLC on 0370 707
4040 (if calling from within the UK) or on +44 370 707 4040 (if
calling from outside the UK) or write to Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH.
Calls from outside the United Kingdom will be charged at the
applicable international rate. Lines are open 8.30 am to 5.30 pm
(London time) Monday to Friday. Calls may be recorded and randomly
monitored for security and training purposes.
Enquiries
FireAngel
Neil Radley, Chief Executive Officer / Adrian Wilding, Chief
Finance Officer
+44 24 7771 7700
PwC (Financial Adviser
to FireAngel)
Iain Reilly / Jon Raggett / Marcela Salgado
Escalante
+44 20 7583 5000
Shore Capital
(Nominated adviser and broker to FireAngel)
Tom Griffiths/ David Coaten/ Tom Knibbs
+44 20 7408 4050
Houston (Financial PR to
FireAngel)
Kate Hoare / Kay Larsen / Ben Robinson
+44 20 4529 0549
ISE
Enquiries to be made via SPARK as set out
below.
SPARK Advisory Partners
Limited (Financial adviser to ISE)
Matt Davis / James Keeshan
Tel: +44 20 3368 3550
Important
Notices
SPARK Advisory Partners Limited ("SPARK"), which is regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial advisor to ISE and no one else in
connection with the matters referred to in this Announcement, and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the matters referred
to in this Announcement and is not, and will not be, responsible to
anyone other than ISE for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any transaction or arrangement referred to in this
Announcement. Neither SPARK nor any of its group undertakings or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of SPARK in connection with this Announcement or any matter
referred to herein.
PricewaterhouseCoopers LLP ("PwC"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to FireAngel and for
no-one else in connection with the matters referred to in this
Announcement and will not be responsible to any person other than
FireAngel for providing the protections afforded to clients of PwC,
nor for providing advice in relation to the contents of this
Announcement. Neither PwC nor any of its members owes, accepts or
assume any duty of care, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of PwC in
connection with the matters referred to in this Announcement, or
otherwise.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together "Shore Capital"), which are authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, are acting exclusively as nominated adviser and broker,
respectively, to FireAngel and for no-one else in connection with
the matters referred to in this Announcement and will not be
responsible to any person other than FireAngel for providing the
protections afforded to clients of Shore Capital, nor for providing
advice in relation to the contents of this Announcement. Neither
Shore Capital nor any of its members owes, accepts or assume any
duty of care, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Shore Capital in
connection with the matters referred to in this Announcement, or
otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law.
The Offer will be made solely by the Offer Document (together
with, in the case of FireAngel Shares in certificated form, the
Form of Acceptance, which contain the full terms and condition of
the Offer, including details of how the Offer may be accepted.
FireAngel Shareholders should carefully read the Offer Document
(and, if they hold their FireAngel Shares in certificated form, the
Form of Acceptance) in its entirety before making a decision with
respect to the Offer. Each FireAngel Shareholder is urged to
consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the
Offer.
Overseas
Shareholders
The Offer relates to securities in a company which is
registered in England and Wales, which is admitted to trading on
AIM and is subject to the disclosure requirements, rules and
practices applicable to such companies, which differ from those of
Restricted Jurisdictions in certain material respects. This
Announcement has been prepared for the purposes of complying with
English law, the AIM Rules for Companies, the Market Abuse
Regulation, the rules of London Stock Exchange and the Code, and
the information disclosed may not be the same as that which would
have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom.
The release, publication or distribution of this Announcement
in or into certain jurisdictions other than the United Kingdom may
be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable
requirements.
To
the fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any
person.
Copies of this Announcement and formal documentation relating
to the Offer shall not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States
or any other Restricted Jurisdiction or any jurisdiction where to
do so would violate the laws of that jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in, into or from the United States or any other Restricted
Jurisdiction. Doing so may render invalid any related purported
acceptance of the Offer.
Unless otherwise determined by the Code and permitted by
applicable law and regulation, the Offer may not be made, directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of the United States or any other
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities or
otherwise from within the United States or any other Restricted
Jurisdiction. Accordingly, copies of this Announcement, the Offer
Document, the Form of Acceptance and all other accompanying
documents relating to the Offer are not being, and must not be
directly or indirectly, mailed or otherwise distributed or sent in,
into or from the United States or any other Restricted
Jurisdiction. Persons receiving this Announcement, Offer Document,
the Form of Acceptance and all other accompanying documents
relating to the Offer (including, without limitation, custodians,
nominees and trustees) should observe these restrictions and
must not mail, otherwise forward, send, or distribute them in, into
or from the United States or any other Restricted Jurisdiction or
use such mails or any such means, instrumentality or facility for
any purpose directly or indirectly in connection with the Offer,
and doing so may render invalid any related purported acceptance of
the Offer.
Further details in relation to Overseas Shareholders are
contained in the Offer Document.
Forward Looking
Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by FireAngel, ISE or any
member of the Wider ISE Group contain statements which are, or may
be deemed to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which ISE and any member of the Wider ISE Group
operates now and in the future and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. The
forward-looking statements contained in this Announcement relate to
ISE, any member of the Wider ISE Group's future prospects,
developments and business strategies, the expected timing and scope
of the Offer and other statements other than historical facts. In
some cases, these forward looking statements can be identified by
the use of forward looking terminology, including the terms
"believes", "estimates", "will look to", "would look to", "plans",
"prepares", "anticipates", "expects", "is expected to", "is subject
to", "intends", "may", "will", "shall" or "should" or their
negatives or other variations or comparable terminology. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that
shall occur in the future. These events and circumstances include
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions prove incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward looking statements should therefore be
construed in the light of such factors.
Neither ISE or any member of the Wider ISE Group, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this document shall actually occur.
Given these risks and uncertainties, potential investors should not
place any reliance on forward looking statements. The forward
looking statements speak only at the date of this
Announcement t.
All subsequent oral or written forward looking statements
attributable to any member of the Wider ISE Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
ISE and the Wider ISE Group expressly disclaim any obligation
to update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
Disclosure requirements of
the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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 the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. on the business day
following the date of the relevant dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
No offer or
solicitation
This announcement is for information purposes only and does
not constitute a prospectus or prospectus equivalent document. This
announcement is not intended to and does not constitute, or form
part of, any offer or invitation or the solicitation of any offer
to sell or purchase any securities or the solicitation of any offer
to otherwise acquire, subscribe for, sell or otherwise dispose of
any security pursuant to the Offer or otherwise. The Offer is made
solely by the Offer Document (together with, in the case of
FireAngel Shares in certificated form, the Form of Acceptance),
which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. FireAngel
Shareholders should carefully read the Offer Document (and, if they
hold their FireAngel Shares in certificated form, the Form of
Acceptance) in its entirety before making a decision with respect
to the Offer. Any decision in respect of, or other response to, the
Offer should be made only on the basis of the information in the
Offer Document and Form of Acceptance as
applicable.
Publication on Website and
Availability of Hard Copies
This Announcement, together with all information incorporated
into this document by reference to another source and the documents
required to be published pursuant to Rule 26 of the Code, shall be
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on ISE's website
at www.intelligentse.com/?investor and
FireAngel's website at www.fireangeltech.com by
no later than 12 noon (London time) on the Business Day following
this Announcement. For the avoidance of doubt, the contents of
these websites and any websites accessible via hyperlinks on these
websites are not incorporated into and do not form part of this
Announcement.
In
accordance with Rule 30.3 of the Code, FireAngel Shareholders and
persons with information rights may request a hard copy of this
Announcement and/or any information incorporated into this
Announcement by reference to another source by contacting the
Receiving Agent, Computershare Investor Services PLC on 0370 707
4040 or on +44 370 707 4040 if calling from overseas, or in writing
at Computershare, Corporate Actions, Bristol BS99 6AH. You may also
request that all future documents, announcements and information to
be sent to you in relation to the offer should be in hard copy
form. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate.
If
you are in any doubt about the contents of this Announcement or the
action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Electronic
Communications
Please be aware that addresses, electronic addresses and
certain information provided by FireAngel Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from FireAngel may be provided to ISE during the
Offer Period as requested under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.