TIDMTIK
RNS Number : 2842V
Tikit Group PLC
10 January 2013
10 January 2013
RECOMMENDED CASH OFFER
for
TIKIT GROUP PLC
by
BRITISH TELECOMMUNICATIONS PLC
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Conditional Issuance of Equity and Share Subscription
On 14 November 2012, it was announced that the boards of British
Telecommunications plc ("BT") and Tikit Group plc ("Tikit" or the
"Company") had reached agreement on the terms of a recommended cash
offer for Tikit by BT for the entire issued and to be issued share
capital of Tikit at a price per Tikit Share of 416 pence in cash.
It was also announced that the Offer would be effected by means of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
Conditional Issuance of Equity
Options are outstanding over a total of 1,346,606 Shares granted
pursuant to the Tikit Share Schemes. Those Options which are not
already exercisable will become exercisable immediately after the
Court sanctions the Scheme at the Scheme Court Hearing ("Court
Sanction"), currently scheduled for 15 January 2013.
The Board of Directors of Tikit announces that conditionally
upon Court Sanction, it has approved the allotment of 694,569
Shares to satisfy the exercise of Tikit Options validly
exercised.
On 20 November 2012, the Remuneration Committee sent a letter of
wishes to the trustee ("Trustee") of the Tikit Group plc Employee
Benefit Trust ("EBT"), requesting the Trustee to agree, upon Court
Sanction, to use the 652,037 Shares currently held by the EBT to
satisfy the remaining Tikit Options validly exercised.
Share Subscription
As outlined in the Scheme Document posted to Tikit Shareholders
on 21 November 2012, BT agreed to subscribe for, and Tikit agreed
to allot, one fully paid Tikit Share (the "BT Share") prior to the
Scheme Record Time and BT agreed to hold such share until after the
Effective Date. This BT Share will not be a Scheme Share and will
not be subject to the Scheme.
The Board of Directors of Tikit further announces that it has
approved an application by BT for the allotment to it of the BT
Share for a subscription price of 416 pence per share and that, on
payment of the relevant subscription monies, the BT Share be issued
to BT credited as fully paid.
On issuance of the BT Share, BT has been entered in the register
of members of the Company. Accordingly, application has been made
for the BT Share to be admitted to trading on AIM and it is
expected that admission will take place on 16 January 2013.
Words and expressions defined in the scheme document sent to
Tikit Shareholders on 21 November 2012 (the "Scheme Document")
shall, unless the context provides otherwise, have the same
meanings in this announcement.
Enquiries:
Tikit Group plc Tel: +44 (0)
20 7400 3737
Mike McGoun, Non-Executive Chairman
David Lumsden, Chief Executive
Office
Mike Kent, Finance Director
Investec Bank plc (financial Tel: +44 (0)
adviser, nominated adviser and 20 7597 5000
broker to Tikit)
Andrew Pinder
Junya Iwamoto
Carlton Nelson
Tavistock Communications (public Tel: +44 (0)
relations adviser to Tikit) 20 7920 3150
John West
Lulu Bridges
Investec Bank plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Tikit and no
one else in connection with the Acquisition and will not be
responsible to anyone other than Tikit for providing the
protections afforded to clients of Investec Bank plc nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
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 paper 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 paper
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 paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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. (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 paper
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 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on websites
Copies of this announcement and the Scheme Document are
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, at Tikit's website
at www.tikit.com/investors, up to and including the Effective
Date.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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