TIDMREDT
RNS Number : 4456N
Red24 PLC
26 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMED ACQUISITION
of
red24 plc ("red24")
by
iJET International Inc. ("iJET")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document and Expected Timetable of Principal
Events
On 10 October 2016, the boards of iJET and red24 announced that
they have reached agreement on the terms of a recommended all cash
acquisition under which iJET will acquire the entire issued and to
be issued share capital of red24 (the "Acquisition"). It is
intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
red24 is pleased to announce that a circular in relation to the
Scheme (the "Scheme Document") containing, amongst other things,
the full terms and conditions of the Scheme, an explanatory
statement in relation to the Scheme, an indicative timetable of
principal events, notices convening the Court Meeting and the
General Meeting and details of the actions to be taken by the red24
Shareholders and Scheme Shareholders has been published today and
is being posted to red24 Shareholders.
As described in the Scheme Document, in order to approve the
terms of the Acquisition, the Scheme Shareholders will need to vote
in favour of the resolution to be proposed at the Court Meeting and
red24 Shareholders will need to vote in favour of the Special
Resolution to be proposed at the General Meeting. The Scheme will
also require the sanction of the Court. Along with the Scheme
Document, red24 Shareholders will receive the Forms of Proxy
required to vote at the Court Meeting and the General Meeting.
red24 Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to voting.
The Court Meeting and the General Meeting are scheduled to be
held at the offices of Eversheds LLP, One Wood St, London, EC2V 7WS
on 21 November 2016 with the Court Meeting scheduled to commence at
10.00 a.m. and the General Meeting scheduled to commence at 10.15
a.m. (or as soon thereafter as the Court Meeting has been concluded
or adjourned).
Actions to be taken by red24 Shareholders in respect of the
Shareholder Meetings are set out within the Scheme Document. red24
Shareholders and Scheme Shareholders are asked to complete and
return their Forms of Proxy in accordance with the instructions set
our therein and within the Scheme Document as soon as possible, but
in any event so as to be received by the Receiving Agent, Capita
Asset Services, not later than 48 hours before the relevant
meeting. If the white Form of Proxy for the Court Meeting is not
lodged by the relevant time, it may be handed to the Registrars, on
behalf of the chairman of the Court Meeting, at the start of the
Court Meeting. However, in the case of the General Meeting, if the
yellow Form of Proxy is not lodged by the relevant time, it will be
invalid.
Subject to the approval of Scheme Shareholders at the Court
Meeting, the passing of the Special Resolution by red24
Shareholders at the General Meeting, the sanction of the Scheme by
the Court and the satisfaction or waiver of the other conditions to
which the Scheme is subject, it is expected that the Scheme will
become effective on 15 December 2016. The expected timetable of
principal events for the implementation of the Acquisition is set
out below. If any of the key dates set out in the expected
timetable change, an announcement will be made via a Regulatory
Information Service.
red24 Shareholders should be aware that on completion of the
Acquisition, the Company will become a wholly-owned subsidiary of
iJET and red24 Shareholders and Scheme Shareholders should note
that if the Scheme is approved at the Shareholder Meetings and the
Acquisition completes, trading in the red24 Shares will be
cancelled. A request has been made to the London Stock Exchange to
cancel trading in the red24 Shares on AIM at 7.00 a.m. on the
business day following the Effective Date without seeking the
separate approval of red24 Shareholders under Rule 41 of the AIM
Rules for Companies.
It is also expected that trading of the red24 Shares on AIM will
be suspended from 7.30 a.m. on 15 December 2016. Following the AIM
cancellation, red24 Shares will not be quoted on any publicly
quoted market in the United Kingdom or elsewhere.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Voting Record Time for the Court 6.00 p.m. on 19
Meeting and the General Meeting November 2016(3)
Latest time for lodging Forms
of Proxy for the:
Court Meeting (WHITE Form of 10.00 a.m. on
Proxy) 19 November 2016(1)
General Meeting (YELLOW Form 10.15 a.m. on
of Proxy) 19 November 2016(2)
Court Meeting 10.00 a.m. on
21 November 2016
General Meeting 10.15 a.m. on
21 November 2016(4)
The following dates are indicative
only and are subject to change:(5)
Scheme Record Time 6.00 p.m. on
14 December 2016
Court Hearing to sanction the 13 December 2016
Scheme
Last day of dealings in red24 14 December 2016
Shares
Dealings in red24 Shares suspended 7.30 a.m. 15 December
in London 2016
Effective Date of the Scheme 15 December 2016(6)
Cancellation of admission to 7.00 a.m. on 16
trading on AIM of red24 Shares December 2016
Despatch of cheques and crediting Within 14 days
of CREST for cash consideration of the Effective
due under the Scheme Date
Long-Stop Date 28 February 2017(7)
Notes:
(1) The WHITE Form of Proxy for the Court Meeting
should be received by the Registrars by not
later than 10.00 a.m. on 19 November 2016, or,
if the Court Meeting is adjourned, not later
than 48 hours before the time fixed for the
holding of the adjourned Court Meeting. WHITE
Forms of Proxy not so received may be handed
to the Registrars, on behalf of the chairman
of the Court Meeting, before the start of the
Court Meeting.
(2) The YELLOW Form of Proxy for the General
Meeting must be lodged with the Registrars by
not later than 10.15 a.m. on 19 November 2016
in order for it to be valid, or, if the General
Meeting is adjourned, not later than 48 hours
before the time fixed for the holding of the
adjourned General Meeting. The YELLOW Form of
Proxy cannot be handed to the Registrars or
the chairman of the General Meeting at that
meeting.
(3) If a Shareholder Meeting is adjourned, only
those Scheme Shareholders (in the case of the
Court Meeting) and red24
Shareholders (in the case of the General Meeting)
on the register of members of red24 at 6.00
p.m. on the day which is two days before the
adjourned meeting will be entitled to attend
and vote.
(4) To commence at the time fixed or, if later,
immediately after the conclusion or adjournment
of the Court Meeting.
(5) These times and dates are indicative only
and will depend, among other things, on the
dates on which: (i) the Conditions are either
satisfied or (if capable of waiver) waived and
(ii) the Court sanctions the Scheme. red24 will
give notice of any change(s) by issuing an announcement
through a Regulatory Information Service and,
if required by the Panel, send notice of the
change(s) to red24 Shareholders and, for information
only, to participants in the red24 Share Schemes.
(6) This date is indicative only and will depend
on, among other things, the date upon which:
(i) the Conditions are either satisfied or (if
capable of waiver) waived and (ii) the Court
sanctions the Scheme.
(7) This is the last date on which the Scheme
may become effective unless iJET and red24,
with the consent of the Panel and, if required,
the approval of the Court, agree a later date.
All references in this document to times are
to London time unless otherwise stated.
Copies of this announcement and the Scheme Document will be
available for inspection free of charge, subject to certain
restrictions relating to persons in certain overseas jurisdictions,
on the red24 website at www.red24plc.com up to and including the
Effective Date. The contents of the website referred to in this
announcement are not incorporated into, and do not form part of,
this announcement.
Capitalised terms used in this announcement but not defined have
the same meaning as in the Scheme Document.
red24 PLC Tel : +44(0) 207 741 2091
Simon Richards, Chairman
Maldwyn Worsley-Tonks, CEO
finnCap Tel: +44(0) 20 7220 0500
Julian Blunt / James Thompson (Corporate Finance)
Alice Lane (Corporate Broking)
Yellow Jersey PR Ltd Tel: +44(0) 776 853 4641
Philip Ranger, Aidan Stanley
About red24
red24 is a crisis assistance company that provides a range of
security and business support services, offering preventative and
reactive advice to help organisations and individuals to avoid or
manage security and business risks to themselves, their families
and their businesses. Its products and services are distributed
through leading international financial service companies.
Important Notices:
Disclaimers
finnCap, which is authorised and regulated in the UK by the
Financial Conduct Authority is acting exclusively for red24 and no
one else in connection with the matters set out in this
announcement. In connection with such matters, finnCap will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of finnCap or for providing advice in relation
any matter referred to herein.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
through the Scheme Document and the accompanying Forms of Proxy (or
by any other document by which the Acquisition is made), which will
together contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
vote, decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in
the Scheme Document (or, if applicable, the offer document). Each
red24 Shareholder is urged to consult its independent professional
advisers immediately regarding the tax consequences of the
Acquisition applicable to them.
Overseas Shareholders
The ability of Overseas Shareholders to participate in the
Acquisition and the distribution of this announcement in, into or
from jurisdictions other than the United Kingdom may be restricted
by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves of, and
observe, any such restrictions. Any person (including without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Scheme
Document, the Forms of Proxy or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any
action. If any Overseas Shareholder remains in any doubt, it should
consult an appropriate independent professional adviser in its
relevant jurisdiction without delay. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Ordinary Shares at the Court Meeting or the General Meeting or to
execute and deliver Forms of Proxy appointing another to vote their
Ordinary Shares in respect of the Court Meeting or the General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such 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.
This announcement has been prepared for the purposes of complying
with the laws of Scotland and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this document and the accompanying documents had been
prepared in accordance with the laws of jurisdictions outside of
Scotland.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Information for Shareholders in the United Arab Emirates
This announcement has not been, and will not be, registered
with, or licensed or approved by, the UAE Central Bank, the
Emirates Securities and Commodities Authority, the Dubai Financial
Services Authority or any other regulatory authority in the United
Arab Emirates.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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) of the Code 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 Code, any person who is, or becomes,
interested in one 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 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 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 of the Code.
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 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 Takeover 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.
Publication on Website
A copy of this announcement and the Scheme Document will be
available free of charge (subject to any applicable restrictions
with respect to persons resident in Restricted Jurisdictions) on
red24's website (www.red24plc.com) by no later than 12 noon on 27
October 2016.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPPGGCCUUPQGMA
(END) Dow Jones Newswires
October 26, 2016 02:00 ET (06:00 GMT)
Red24 (LSE:REDT)
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Red24 (LSE:REDT)
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