TIDMMKT
RNS Number : 3591I
Market Tech Holdings Limited
16 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 June 2017
Market Tech Holdings Limited
("Market Tech")
Update on cancellation of listing
BACKGROUND
On 19 May 2017 LabTech Investments Ltd ("LabTech") published and
posted to Market Tech shareholders an offer document (the "Offer
Document") containing the full terms and conditions of its
recommended cash offer to acquire the entire issued and to be
issued ordinary share capital of Market Tech not already directly
or indirectly owned by it (the "Offer").
CANCELLATION OF LISTING
We refer to the announcement made by Market Tech on 12 June 2017
regarding applications (i) to the UK Financial Conduct Authority
for the cancellation of the standard listing of Market Tech Shares
(ISIN: GG00BSSWD593) on the Official List of the UK Listing
Authority (the "UKLA") and (ii) to the London Stock Exchange plc
(the "LSE") to cancel the admission to trading of the Shares on the
Main Market of the LSE (together, the "Cancellation").
The Cancellation is now expected to take effect from 8.00 a.m.
on 11 July 2017. After this time Market Tech Shares will no longer
be admitted to trading on the Main Market of the London Stock
Exchange.
For further information, please contact:
Market Tech c/o FTI Consulting
Charles Butler, Chief Executive +44 (0) 20 3727
Officer 1000
David Brown, Chief Financial
Officer
Rothschild (Financial Adviser
to Market Tech)
Alex Midgen
Robert Waddingham
Sam Green +44 (0)20 7280
Alexander Gibbs 5000
Shore Capital (Corporate Broker
to Market Tech)
Simon Fine +44 (0)20 7408
Dru Danford 4090
Canaccord Genuity (Corporate
Broker to Market Tech)
Bruce Garrow
Charlie Foster +44 (0)20 7523
Chris Connors 8350
FTI Consulting (PR & IR Adviser +44 (0) 20 3727
to Market Tech) 1000
Richard Sunderland markettech@fticonsulting.com
Claire Turvey
Important Notices relating to Financial Advisers
Rothschild, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as exclusive
financial adviser to Market Tech and no one else in connection with
the Offer. In connection with such matters, Rothschild, 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 any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Offer, the contents of this announcement or the
Offer Document or any other matter referred to therein.
Shore Capital, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Market Tech and no one else in connection with the
Offer. In connection with such matters, Shore Capital, 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 any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Offer, the contents of this announcement or the
Offer Document or any other matter referred to therein.
Canaccord Genuity, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Market Tech and no one else in connection with the
Offer. In connection with such matters, Canaccord Genuity, 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 any other person for providing the
projections afforded to their clients or for providing advice in
relation to the Offer, the contents of this announcement or the
Offer Document or any other matter referred to therein.
Further information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise, in which such offer or solicitation is unlawful. The
Offer will be effected solely through the Offer Document and, in
respect of Market Tech Shares held 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. Any
decision in respect of, or other response to, the Offer should be
made only on the basis of the information contained in those
documents. Market Tech Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been
dispatched.
Forward looking statements
This announcement and the documents relating to the Offer
contain statements that are or may be forward-looking statements.
All statements other than statements of historical facts included
in this announcement and the documents relating to the Offer may be
forward-looking statements. 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", "asset values" 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, asset values,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of LabTech's or
Market Tech's operations and potential synergies resulting from the
Offer; and (iii) the effects of government regulation on LabTech's
or Market Tech's respective businesses.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of
LabTech or Market Tech. 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 LabTech or Market Tech
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.
LabTech and Market Tech disclaim any obligation to update any
forward-looking or other statements contained herein, except as
required by applicable law.
No Profit Forecast
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or less than those of the preceding
financial periods of Market Tech.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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 pm
(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 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 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.
Overseas shareholders
The distribution of this announcement in jurisdictions other
than the United Kingdom and Guernsey and the ability of the Market
Tech Shareholders who are not resident in the United Kingdom or
Guernsey to participate in the Offer may be affected by the laws of
relevant jurisdictions. Therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom or
Guernsey or Market Tech Shareholders who are not resident in the
United Kingdom or Guernsey will need to inform themselves about,
and observe, any applicable legal or regulatory requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. Further
details in relation to overseas shareholders is contained in the
Offer Document.
In particular, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this announcement and any documents relating to the Offer
(including, without limitation, agents, nominees, custodians and
trustees) must not distribute, send or mail it in, into or from
such jurisdiction. Any person (including, without limitation, any
agent, nominee, custodian or trustee) who has a contractual or
legal obligation, or may otherwise intend, to forward this
announcement, any document relating to the Offer and/or any
accompanying documents to a jurisdiction outside the United Kingdom
or Guernsey should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdiction.
Information Relating to Market Tech Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Market Tech Shareholders and other
relevant persons for the receipt of communications from Market Tech
may be provided to LabTech during the offer period as required
under Section 4 of Appendix 4 to the Takeover Code.
Publication on Website
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Market Tech's website at
www.market-tech.com/investors/labtechoffer by no later than 12 noon
(London time) on the Business Day following the date of this
announcement. For the avoidance of doubt the content of that
website is not incorporated into, and does not form part of, this
announcement or the Offer Document.
Availability of Hard Copies
Market Tech Shareholders may request a hard copy of any document
published on Market Tech's website at
www.market-tech.com/investors/labtechoffer in connection with the
Offer by submitting a request in writing to the Receiving Agent,
Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU or by contacting Capita
Asset Services on 0371 664 0321 from within the UK or +44 (0) 371
664 0321 if calling from outside the UK.
- END -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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June 16, 2017 08:56 ET (12:56 GMT)
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