TIDMFST TIDMSAG
RNS Number : 7300L
Frontier Smart Technologies Grp Ltd
09 September 2019
Frontier Smart Technologies Group Limited
("Frontier" or the "Company")
Recommended Statutory Merger, Publication of Circular and Notice
of Extraordinary General Meeting and Proposed Cancellation of
Trading on AIM
The Company announces that the boards of directors of the
Company and Science Group plc ("Science Group") have reached
agreement on the terms of a recommended Cayman Islands statutory
merger (the "Merger") between the Company and a newly incorporated
wholly-owned subsidiary of Science Group incorporated in England
and Wales ("UK Bidco").
Under the terms of the Merger, Shareholders will be entitled to
receive 25 pence in cash, for each Share of the Company owned
immediately prior to the effective time of the Merger (unless
Shareholders have properly and validly perfected their statutory
dissenter rights with respect to the Merger) without interest and
less any applicable withholding taxes. The Merger represents a
premium of 69.5 per cent. to the closing mid-market share price of
Frontier on 17 May 2019 of 14.75 pence per share, being the last
trading day prior to the announcement of Science Group's approach
to Frontier.
To effect the Merger, Frontier and UK Bidco have entered into a
Merger Implementation Agreement pursuant to which the parties agree
that the Company will be merged with and into UK Bidco, upon the
terms and subject to the conditions set forth in the Merger
Implementation Agreement, with UK Bidco surviving as a wholly-owned
subsidiary of Science Group. The Company will also enter into a
Plan of Merger with UK Bidco upon satisfaction of the conditions
precedent under the Merger Implementation Agreement, which
satisfies the statutory requirements under Cayman Islands law. The
Merger Implementation Agreement and the Plan of Merger have been
unanimously approved by the Company's board of directors.
The Company has provided notice to the London Stock Exchange for
the proposed cancellation of admission to trading on AIM of the
Company's shares (the "Cancellation") subject to completion of the
Merger.
Completion of the Merger and the Cancellation are conditional,
amongst other things, on the affirmative vote of the holders of 75
per cent. of the Company's Shares attending and voting at an
extraordinary general meeting of the Company (either in person or
by proxy) at which a quorum is present.
A circular was published by the Company and posted to
Shareholders today setting out the background to and reasons for
the Merger and the implications for Shareholders (the "Circular").
The Circular contains the formal notice of the Extraordinary
General Meeting, to be held at the offices of N+1 Singer, 1
Bartholomew Lane, London EC2N 2AX at 9am on 11 October 2019. At the
Extraordinary General Meeting Shareholders will be asked to
consider and vote upon inter-conditional proposals to: (1) adopt
the Plan of Merger and (2) seek cancellation of admission of the
Company's shares to trading on AIM.
Science Group will be entitled to vote on its shares in the
Company at the Extraordinary General Meeting and has provided a
non-binding Letter of Intent intimating its intention to vote in
favour of the necessary resolutions to implement the Merger and the
Cancellation.
The Board of Frontier considers the Merger to be in the best
interests of the Company and of Shareholders as a whole.
Accordingly, the Board unanimously recommends that the Shareholders
vote in favour of the Resolutions to be proposed at the
Extraordinary General Meeting.
A copy of the Circular will be available to download shortly
from the Company's website at www.frontiersmart.com.
For Further Enquiries:
Frontier Smart Technologies Group Limited +44 (0) 20 7391 0630
Anthony Sethill, Chief Executive Officer
Jonathan Apps, Chief Financial Officer
N+1 Singer (Nominated Adviser and Broker) +44 (0) 20 7496 3000
Sandy Fraser / Lauren Kettle / Ben
Farrow
Market Abuse Regulation
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service, this inside information will be considered to be in the
public domain.
Expected Timetable of Principal Events
Notice provided to London Stock Exchange 6 September 2019
to notify it of the proposed Cancellation
Date of Merger Implementation Agreement 9 September 2019
Date of announcement of the proposed 9 September 2019
Merger
Publication and posting of the Circular, 9 September 2019
the Notice of Extraordinary General
Meeting, the Form of Proxy to Shareholders
and Form of Direction to DI Holders
The following dates and times are provided by way of indicative
guidance and are subject to change. If any of the following dates
and/or times change, the new dates and/or times will be notified to
Shareholders by an announcement through a RIS.
Latest time and date for receipt of the Forms of Direction and/or 9.00 a.m. on 8 October 2019
CREST proxy voting instructions
from DI Holders
Latest time and date for receipt of the Form of Proxy for the 9.00 a.m. on 9 October 2019
Extraordinary General Meeting
Record time and date for entitlement to vote at the Extraordinary Close of business on 9 October 2019
General Meeting
Last time and date for Dissenting Shareholders to deliver to the 8.59 a.m. on 11 October 2019
Company a written objection
to the Merger pursuant to Section 238 of the Companies Law
Extraordinary General Meeting 9.00 a.m. on 11 October 2019
Expected last day of dealings on AIM in the Shares and disablement 11 October 2019
of CREST Depository Interests
Expected date of completion and effectiveness of the Merger (subject 11 October 2019
to the conditions being
satisfied or waived)
Expected date that the Registrar of Companies in the Cayman Islands 11 October 2019
will issue a certificate
of strike off by way of merger
Trading in the Shares on AIM is suspended 7:30am on 14 October 2019
Cancellation of the admission to trading on AIM of the Shares 21 October 2019
expected to be effective
Settlement of the consideration payable under the Merger to each Within 14 days of the completion of the Merger
holder of record of a book-entry
share (other than Shares held by Frontier, any subsidiary of
Frontier, Science Group, UK Bidco,
any Science Group nominee, any Shareholder who holds Shares for or
on behalf of Science Group
or any Dissenting Shareholder)
Settlement of the consideration payable under the Merger to each Within 14 days of the completion of the Merger
holder of record of a share
certificate (other than Shares held by Frontier, any subsidiary of
Frontier, Science Group,
UK Bidco, any Science Group nominee, any Shareholder who holds
Shares for or on behalf of
Science Group or any Dissenting Shareholder)
Long Stop Date 30 November 2019
All time references in this announcement are to London time.
Background to and reasons for the Merger
Science Group initiated discussions with Frontier in December
2018. These discussions included the possibility of Science Group
making an offer for the entire issued and to be issued share
capital of Frontier.
On 8 May 2019 Frontier was formally approached by Science Group
with an offer for the issued and to be issued share capital of the
Company at a price of 30p per Share.
On 1 July 2019, Science Group increased its offer price to 35
pence per Share (the "Offer") and announced its firm intention to
make the Offer. Science Group's Offer document was subsequently
posted to Shareholders on 2 July 2019 (the "Offer Document").
Alongside the Offer, Science Group made an on-market purchase
facility available via Panmure Gordon at the offer price of 35
pence per Share.
Science Group declared the Offer unconditional as to acceptances
on 17 July 2019 and the Offer closed at 1.00 p.m. on 19 July 2019.
The Offer was declared wholly unconditional on 22 July 2019.
On 23 August 2019, Frontier and Science Group entered into a
subscription agreement whereby Science Group agreed to subscribe
GBP1 million for 4 million new Shares.
On 27 August 2019, Science Group purchased 8,062,745 Shares in
the capital of Frontier at a price of 25 pence per Share.
Subsequent to these purchases and the subscription, as at 28
August 2019, Science Group was the largest Shareholder in Frontier
with an interest in 31,510,176 shares, equivalent to 70.3 per cent.
of the issued voting Shares of Frontier.
In light of Science Group's position as the largest Shareholder
in Frontier and for the reasons set out in paragraph 6 below, it is
clear to the Frontier Board that it is now in the interests of all
stakeholders to bring matters to a swift conclusion and the
Frontier Board unanimously recommends that Shareholders vote in
favour of the Merger.
Shareholder Letter of Intent
Science Group has provided a non-binding letter of intent to
vote in favour of the Resolutions to approve the Merger and the
Cancellation and all ancillary matters relating to the
implementation of the Merger as may be proposed at the
Extraordinary General Meeting in respect of 32,488,859 Shares,
representing approximately 72.3 per cent. of the issued voting
Shares of Frontier.
The letter of intent will lapse if the Merger has not been
implemented by 30 November 2019.
Information on UK Bidco & Science Group
UK Bidco is a wholly owned subsidiary of Science Group plc.
Science Group is an international consultancy providing applied
science, product development technology advisory and regulatory
services to a client base in medical, food & beverage,
industrial and consumer markets.
For the year ended 31 December 2018, Science Group revenue was
GBP48.7 million and adjusted operating profit was GBP7.7 million.
Statutory profit before tax was GBP4.9 million resulting in basic
earnings per share ("EPS") of 10.7 pence and adjusted basic EPS of
14.7 pence. Science Group's gross cash balance at 31 December 2018
was GBP21.5 million with net funds of GBP8.8 million. Following the
year end, as announced on 20 February 2019, Science Group's bank
debt was increased by an additional GBP4.75 million and as at 30
June 2019, Science Group had gross cash balances of GBP24
million.
Summary of the terms of the Merger
Under the terms of the Merger, Shareholders (other than
Dissenting Shareholders and those Shareholders set out in paragraph
5.3 of the Circular) will be entitled to receive 25 pence in cash,
for each Share of the Company held immediately prior to the
effective time of the Merger without interest and less any
applicable withholding taxes.
The Merger represents a premium of 69.5 per cent. to the closing
mid-market share price of Frontier on 17 May 2019 of 14.75 pence
per Share, being the last trading day prior to the announcement of
Science Group's approach to Frontier.
The following Shares will not receive the Merger
Consideration:
(a) Shares held by Frontier or any subsidiary of Frontier (as
treasury shares (if applicable) or otherwise), which Shares shall
automatically be cancelled and retired and shall cease to exist
without consideration;
(b) Shares held by Science Group, UK Bidco, any Science Group
nominee or any Shareholder who holds Shares for or on behalf of
Science Group, in each case, immediately prior to the completion of
the Merger, which Shares shall automatically be cancelled and
retired and shall cease to exist without consideration; and
(c) Shares held by any Shareholder who is entitled to dissenter
rights under Section 238 of the Companies Law and who has delivered
to the Company a written objection to the Merger pursuant to
Section 238 of the Companies Law.
Following the completion of the Merger, each holder of a share
certificate or book-entry shares (other than Shares held by
Frontier, any subsidiary of Frontier, Science Group, UK Bidco, any
Science Group nominee, any Shareholder who holds Shares for or on
behalf of Science Group or any Dissenting Shareholder) which
immediately prior to the completion of the Merger represented
Shares, shall cease to have any rights with respect to such Shares
other than the right to receive the Merger Consideration, without
interest thereon, for each such Share held by such holder.
Each share of UK Bidco issued and outstanding immediately prior
to the Merger Implementation Date shall remain in existence and
constitute the only outstanding shares of UK Bidco (being the
surviving company).
Details of the Merger Implementation Agreement, including
certain termination rights available to UK Bidco at its sole
discretion are set out in Part II (Summary of the principal terms
and conditions of the Merger) of the Circular.
Background to and reasons for recommending implementation of the
Merger
The Board of Frontier, which has been independently advised as
to the financial terms of the Merger by N+1 Singer, considers the
terms of the Merger to be fair and reasonable. In providing its
advice, N+1 Singer has taken into account the commercial
assessments of the Frontier Directors. Accordingly, the Board of
Frontier unanimously recommends that Shareholders vote in favour of
the Merger.
In considering the merits of the Merger, the Frontier Board has
taken into account:
(a) the level of the Merger consideration, providing all
Shareholders with an opportunity to exit at an attractive premium
of 69.5% to the undisturbed Share price on 17 May 2019 (the last
trading day prior to the announcement of Science Group's
approach);
(b) that the all-cash merger consideration of 25 pence per Share
will provide the Shareholders with the ability to immediately
monetise their investment in Frontier at a certain value, while
avoiding the risks inherent in Frontier's long-term business
plan;
(c) the financial analyses and opinion of N+1 Singer, addressed
to the Frontier Board, that, as of the date of the Circular, and
based upon and subject to the qualifications, limitations and
assumptions stated in its opinion, the Merger Consideration of 25
pence per Share represents a fair and reasonable valuation;
(d) the challenging and increasingly competitive market
environment in which the Frontier Group currently operates combined
with the constraint imposed by Frontier's balance sheet on any
inorganic scale-up and diversification to exploit synergistic
opportunities make the option of continuing to pursue an
independent strategy much less attractive and of significantly
higher risk than the benefits and strengths offered by being part
of a larger, better capitalised group such as Science Group;
(e) the fact that Science Group's already substantial holding in
Frontier, together with its anticipated representation on the
Frontier Board, entitles Science Group to expect to exercise
significant influence on an ongoing basis on Frontier's corporate
strategy and direction and renders agreement on terms for a
recommended merger the natural conclusion in the interests of the
Company and wider stakeholders, including Frontier employees;
(f) the confirmations made by Science Group publically,
including within the Offer Document, that it intends to safeguard
existing employment rights of Frontier employees in accordance with
contractual and statutory requirements and that the relocation of
Frontier's Cambridge operations will involve minimal disruption to
Frontier employees; and
(g) that Shareholders may exercise dissenter rights under
Section 238 of the Companies Law.
Frontier Share Option Schemes
Awards will vest and become exercisable as a result of the
Merger, in accordance with the rules of the applicable share option
scheme. The extent to which Awards vest and become exercisable will
be subject to the satisfaction of applicable performance conditions
and the application of time pro-rating, in accordance with the
relevant share option scheme rules and performance condition terms.
Any unexercised options will be cancelled immediately following
completion of the Merger and holders of certain options will
receive a payment under the Merger Implementation agreement equal
to the Merger Consideration less the exercise price for their
vested options.
Holders of jointly owned Shares will be subject to the Merger in
respect of their jointly owned Shares and the terms of the
applicable joint ownership deeds will apply.
Frontier has agreed to use Shares held in the EBT to satisfy the
exercise of share options in the normal course, and which become
exercisable as a result of the Merger, and to request that the
trustee of the EBT accepts the Merger in respect of any remaining
shares.
Frontier has agreed that the vesting and exercise of Awards in
the context of the Merger will be only in accordance with the
relevant share option scheme rules and applicable performance
condition terms, and Frontier agrees not to exercise any discretion
nor to waive any performance conditions under the plan rules,
including "Good Leaver" or any other provisions to accelerate or
facilitate the vesting of any Awards in the context of the
Merger.
Frontier will write separately to Frontier Optionholders
explaining the procedure for exercise of outstanding vested options
in order to participate in the Merger.
Current trading and prospects
On 30 August 2019, Frontier released its interim results for the
period to 30 June 2019, in which it reported first half revenues of
US$14.2 million, a trading EBITDA loss, after the capitalisation of
R&D costs, of US$1.8 million and an adjusted EBITDA loss of
US$1.3 million.
In light of adverse market and trading conditions, as reported
in its trading updates of 9 May 2019 and 21 August 2019, the
Frontier Board has adopted a plan for cost mitigation and
restructuring which, while the process will incur significant cost
in the current financial year, will provide a structure aligned
with the future strategy and profitability of the Company.
Merger process, cancellation of admission to trading on AIM and
resignation and appointment of Directors
It is the intention of Frontier that (subject to neither party
exercising any termination right under the terms of the Merger
Implementation Agreement and Frontier receiving all necessary
approvals and consents), Frontier and UK Bidco will implement the
Merger, whereby Frontier will merge with and into UK Bidco and UK
Bidco will be the surviving company and, by operation of law (and
without any action on the part of Frontier, UK Bidco, or the
holders of any securities of Frontier or UK Bidco):
(a) the separate corporate existence of Frontier will cease;
(b) each Share outstanding immediately prior to completion of
the Merger (other than Shares that will not receive the Merger
Consideration as noted in paragraph 5.3 above) will be converted
into the right to receive the Merger Consideration applicable to
it;
(c) UK Bidco shall possess all properties (including choses in
action), undertakings, goodwill, benefits, immunities rights,
privileges, powers and franchises of Frontier and UK Bidco, and all
of the mortgages, charges, security interests, contracts, claims,
obligations, liabilities, debts, commitments and duties of any kind
whatsoever, whether, fixed, contingent or absolute, matured or
unmatured, liquidated or unliquidated, accrued or not accrued,
asserted or not asserted, known or unknown, determined,
determinable or otherwise, whenever or however arising (including,
whether arising out of contract or tort, based on negligence or
strict liability) and whether or not the same would be reflected in
financial statements or disclosed in the notes thereto
("Liabilities") of Frontier and UK Bidco shall become the
Liabilities of UK Bidco; and
(d) Frontier will be struck off by the Cayman Registrar.
Frontier has provided notice to the London Stock Exchange for
the proposed Cancellation, which is subject to approval by
Shareholders at the Extraordinary General Meeting. If the
Resolutions are approved at the Extraordinary General Meeting,
trading in the Shares will be suspended with effect from 7:30am on
14 October 2019 and, subject to completion of the Merger, trading
in the Shares on AIM will be cancelled with effect from 7:30am on
21 October 2019. Following the Cancellation, N+1 Singer will cease
to be nominated adviser to the Company.
Upon completion of the Merger, the existing directors of
Frontier will cease to hold office by operation of law.
Subject to approval of the Merger at the Extraordinary General
Meeting, the last day of dealings in, and registration of transfers
of, the Shares on the London Stock Exchange will be 11 October
2019, being the date of the Extraordinary General Meeting. Trading
in the Shares will be suspended from AIM by 7:30am on 14 October
2019, being the first Business Day following the Extraordinary
General Meeting.
Dissent Rights
Under Cayman Islands law, Shareholders who comply with the
applicable requirements of Section 238 of the Companies Law may
have the right, under certain circumstances, to object to the
Merger and exercise dissenter rights, including rights to seek
payment of the fair value of their Shares. It is possible that, if
Shareholders exercise dissenter rights, the fair value of the
Shares determined under Section 238 of the Companies Law could be
more than, the same as, or less than 25 pence per Share in cash,
without interest and less any applicable withholding taxes, for
each Share that such holder would otherwise receive as
consideration in the Merger. Shareholders need not vote against any
of the proposals at the Extraordinary General Meeting in order to
exercise dissenter rights under the Companies Law.
Shareholders who do wish to exercise these rights should follow
the process prescribed in section 238 of the Companies Law.
At the Merger Implementation Date, the Dissenting Shares shall
no longer be outstanding and shall automatically be cancelled and
shall cease to exist, and each holder of Dissenting Shares shall
cease to have any rights with respect thereto, except the right to
receive the fair value of such Dissenting Shares in accordance with
the provisions of Section 238 of the Companies Law.
The Frontier Board again draws your attention to the fact that
the Merger offers Shareholders certainty of exit at a premium of
69.5 per cent. to the mid-market share price of Frontier on 17 May
2019, being the last trading day prior to the announcement of
Science Group's approach to Frontier and the Board recommends the
Merger and considers the Merger Consideration to be fair and
reasonable.
Extraordinary General Meeting
An Extraordinary General Meeting is being convened at the
offices of N+1 Singer at 1 Bartholomew Lane, London, EC2N 2AX at
9.00 a.m. on 11 October 2019 for the purpose of seeking the
approval of the Shareholders for the Resolutions.
At the Extraordinary General Meeting, you will be asked:
(a) to consider and vote upon a proposal to adopt the Plan of
Merger annexed to the Notice of Extraordinary General Meeting,
thereby approving the Merger;
(b) to consider and vote on a proposal to approve, the
cancellation of admission of the Shares to trading on AIM, a market
operated by the London Stock Exchange plc; and
(c) to act upon other business as may properly come before the
Extraordinary General Meeting or any adjournment or postponement
thereof.
The adoption of (i) the Plan of Merger and (ii) the Cancellation
require the affirmative vote of the holders of not less than 75 per
cent. of the Shares attending and voting at the Extraordinary
General Meeting either in person or by proxy. Each outstanding
Share on the record date entitles the holder to one vote on a poll
vote at the Extraordinary General Meeting.
If approved by the requisite majority at the Extraordinary
General Meeting, the Merger will be binding on all Shareholders,
irrespective of whether or not they attended the Extraordinary
General Meeting or voted in favour of, or against, the Merger.
The Merger is conditional on, amongst other things, the
Resolutions being passed.
Action to be taken
Shareholders will be asked to vote on the Resolutions by
attending the Extraordinary General Meeting in person or by proxy
in accordance with the instructions set out in the Notice of
Extraordinary General Meeting and Shareholders will find the
relevant Form of Proxy for use at the Extraordinary General Meeting
in respect of their holdings of Shares enclosed with the
Circular.
Whether or not Shareholders propose to attend the Extraordinary
General Meeting in person, Shareholders are asked to complete the
relevant Form of Proxy in accordance with the instructions printed
on it and return it to the Registrars, Link Asset Services, PXS, 34
Beckenham Road, Kent BR3 4TU, so as to arrive as soon as possible
and, in any event in the case of the Forms of Proxy, so as to be
received by no later than 9.00 a.m. on 9 October 2019, being 48
hours before the time appointed for the holding of the
Extraordinary General Meeting.
DI Holders can direct the Depository to vote by completing,
signing and returning the Form of Direction enclosed with the
Circular. Forms of Direction should be returned to Link Asset
Services, PXS, 34 Beckenham Road, BR3 4TU as soon as possible and,
in any event so as to be received by no later than 72 hours
(excluding any part of a day that is not a working day) prior to
the time appointed for the holding of the Extraordinary General
Meeting.
In addition, DI Holders may use the CREST electronic appointment
service. An appropriate CREST message must, in order to be valid,
be transmitted so as to be received by the issuer's agent, Link
(CREST Participant ID RA10) by no later than 72 hours (excluding
any part of a day that is not a working day) prior to the time
appointed for the holding of the Extraordinary General Meeting.
Cayman Islands Tax Consequences
The receipt of cash in exchange for Shares pursuant to the
Merger generally will not be a taxable transaction in the Cayman
Islands. However, the tax consequences of the Merger to a
Shareholder will depend on the Shareholder's particular
circumstances, and Shareholders should consult their own tax
advisors to determine the tax consequences to them of the Merger
based on their particular circumstances.
Further information
The expected timetable of principal events for the Merger and
further information regarding the terms of the Merger are set out
in the Circular. Shareholders are advised to read the whole of the
Circular and not merely rely on the summarised information set out
in this announcement, or in the letter from the Chief Executive
Officer in the Circular.
Recommendation to Shareholders
The Board considers the Merger to be in the best interests of
the Company and of Shareholders as a whole. Accordingly, the Board
unanimously recommends that the Shareholders vote in favour of the
Resolutions to be proposed at the Extraordinary General
Meeting.
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
"AIM Rules" the AIM Rules for companies
published by the London Stock
Exchange which sets out the
rules and responsibilities in
relation to AIM companies.
"Award" the outstanding options, awards
and other rights to acquire
Shares granted under any share
plan operated by Frontier.
"Board" the board of Directors of the
Company.
"Business Day" a day, other than a Saturday
or Sunday or public holiday
in London (England) or Grand
Cayman (the Cayman Islands),
on which banks are open in London
(England) and Grand Cayman (the
Cayman Islands) for general
commercial business.
"Cancellation" the proposed cancellation of
admission to trading on AIM
of the Shares.
"Cayman Registrar" the Registrar of Companies in
the Cayman Islands.
"Chief Executive Officer" Mr Anthony Sethill, the chief
executive officer of the Company.
"Companies Law" the Companies Law (2018 Revision)
of the Cayman Islands (as amended).
"Company" or "Frontier" Frontier Smart Technologies
Group Limited an exempted company
incorporated in Cayman Islands
with registered number 145128
and whose registered office
is at Intertrust Corporate Services
(Cayman) Limited, 190 Elgin
Avenue, Grand Cayman, KY1-9005,
Cayman Islands.
"CREST" the UK-based system for the
paperless settlement of trades
in listed securities, of which
Euroclear UK & Ireland Limited
is the operator in accordance
with the Uncertificated Securities
Regulations 2001 (SI 2001/3755).
"Depository" Link Market Services Trustees
Limited.
"Depository Interests" or "DIs" the depository interests which
represent Shares of GBP0.10
in the capital of the Company.
"DI Holder" a person or entity who holds
Depository Interests ("DIs")
in CREST.
"Directors" the directors of the Company,
currently being Anthony Sethill
and Jonathan Apps.
"Dissent Rights" the right of each Shareholder
to dissent in respect of the
Merger pursuant to Section 238
of the Companies Law.
"Dissenting Shareholders" holders of Dissenting Shares.
"Dissenting Shares" Shares that are issued and outstanding
immediately prior to the Merger
Implementation Date and that
are held by Shareholders who
shall have validly exercised
and not effectively withdrawn
or lost their rights to dissent
from the Merger in accordance
with Section 238 of the Companies
Law.
"EBT" Employee benefit trust.
"Extraordinary General Meeting" the extraordinary general meeting
of Frontier to be held at N+1
Singer at Bartholomew Lane,
London, EC2N 2AX at 9.00 a.m.
on 11 October 2019 (or any adjournment
thereof), notice of which is
set out in the Notice of Extraordinary
General Meeting.
"FCA" the Financial Conduct Authority
of the UK, its predecessors
or its successors from time
to time, including, as applicable,
in its capacity as the competent
authority for the purposes of
Part VI of FSMA.
"FSMA" the Financial Services and Markets
Act 2000, as amended.
"Form of Direction" the form of direction (which
accompanies the Circular) for
DI Holders in connection with
the Resolutions.
"Form of Proxy" the form of proxy (which accompanies
the Circular) for Shareholders
in connection with the Resolutions.
"Frontier's Group" or "Group" in respect of any time prior
to the Merger Implementation
Date, the Company and its consolidated
subsidiaries and subsidiary
undertakings.
"Frontier Optionholders" holders of Awards who are not
Shareholders.
"Group Companies" any subsidiary undertaking and/or
parent undertaking from time
to time of a company and/or
any subsidiary undertaking of
any such parent undertaking.
"London Stock Exchange" London Stock Exchange plc of
10 Paternoster Square, London,
EC4M 7LS.
"Long Stop Date" 30 November 2019 or such other
date as is agreed between Frontier
and UK Bidco.
"Merger" the merger of Frontier with
and into UK Bidco, with UK Bidco
continuing as the surviving
company in the merger, upon
the terms and subject to the
conditions set forth in the
Merger Implementation Agreement
and the Companies Law, as described
in more detail in Part II (Summary
of the Principal Terms and Conditions
of the Merger) of the Circular.
"Merger Consideration" 25 pence in cash per Share less
any deduction or withholding
of or on account of tax required
by law.
"Merger Implementation Agreement" the merger implementation agreement
dated 9 September 2019 entered
into between Frontier and UK
Bidco in connection with the
Merger, as described in more
detail in Part II (Summary of
the Principal Terms and Conditions
of the Merger) of the Circular.
"Merger Implementation Date" in accordance with section 237(15)
of the Companies Law, the date
on which the Plan of Merger
is registered by the Cayman
Registrar in accordance with
the Companies Law.
"Notice of Extraordinary General the notice of the Extraordinary
Meeting" General Meeting, as set out
in Part VII (Notice of Extraordinary
General Meeting) of the Circular.
"Plan of Merger" the plan of merger between Frontier
and UK Bidco (and any amendment
or variation thereto) made in
accordance with the provisions
of the Companies Law.
"Registrars" Link Market Services (Jersey)
Limited whose registered office
is 12 Castle Street, St Helier,
Jersey JE2 3RT, Channel Islands.
"Resolutions" the special resolutions to approve
the Plan of Merger and the Cancellation
to be considered by the Shareholders,
as set out in the Notice of
Extraordinary General Meeting.
"RIS" a Regulatory Information Service
that is approved by the FCA
and that is on the list of Regulatory
Information Services maintained
by the FCA.
"Science Group" Science Group plc a public limited
company incorporated in England
and Wales with company number
06536543 and registered office
address at Harston Mill Royston
Road, Harston, Cambridge, CB22
7GG.
"Shareholders" the holders of Shares and Depository
Interests from time to time.
"Shares" the shares with a par value
GBP0.10 each in the issued share
capital of the Company.
"UK" the United Kingdom of Great
Britain and Northern Ireland.
"UK Bidco" SG Bidco Ltd a company incorporated
under the laws of England and
Wales with registered number
12114224 and whose registered
office is at Harston Mill, Harston,
Cambridge, United Kingdom, CB22
7GG.
"VAT" value-added tax.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBRGDCLBGBGCC
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September 09, 2019 13:21 ET (17:21 GMT)
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