TIDMTPG TIDMSAG
RNS Number : 9705N
TP Group PLC
26 January 2023
26 January 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
RECOMMED CASH ACQUISITION
of
TP Group plc
("TP Group" or the "Company")
by
Science Group plc
("Science Group")
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006 ("Companies Act")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Further to the Company's announcement on 24 January 2023
confirming that the Court had sanctioned the Scheme, the Company
announces that the Court Order has today been delivered to the
Registrar of Companies and, accordingly, the Scheme has now become
effective in accordance with its terms.
The Shares were suspended from trading on AIM with effect from
7.30 a.m. (London time) today. Cancellation of admission to trading
on AIM of the Shares will take place on 7.00 a.m. tomorrow, 27
January 2023. Following the Scheme becoming Effective, it is
intended that TP Group will be re-registered as a private company
limited by shares under the relevant provisions of the Companies
Act.
Settlement of Consideration
Under the terms of the Scheme, Scheme Shareholders on the
register of members of TP Group at the Scheme Record Time (6:00
p.m. on 25 January 2023) will be entitled to receive 2.25 pence in
cash for each Scheme Share held at the Scheme Record Time.
Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or the
crediting of CREST accounts (for Scheme Shareholders holding Scheme
Shares in certificated form and uncertificated form, respectively)
as soon as practicable and in any event not later than 9 February
2023.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the scheme document dated 21 November 2022.
Changes to the Board
As the Scheme has now become Effective, the Company further
announces that David Lindsay has tendered his resignation and will
step down from the board of the Company with effect from today, 26
January 2023.
All references to times in this Announcement are to London,
United Kingdom times unless stated otherwise.
Enquiries:
TP Group plc Tel: +44 (0) 1753
285802
Derren Stroud, Chief Financial Officer
and Company Secretary
Cenkos Securities plc, financial adviser, Tel: +44 (0) 20 7397
nominated adviser and broker to TP Group 8980
Stephen Keys, Mark Connelly, Callum Davidson
Science Group plc
Sarah Cole, Group Legal Counsel & Company Tel: +44 (0) 1223
Secretary 875 200
Jon Brett, Group Finance Director
Stifel Nicolaus Europe Limited, exclusive
financial adviser, nominated adviser and
joint broker to Science Group ("Stifel")
Nick Adams, Alex Price, Richard Short Tel: +44 (0) 207710
7600
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) on TP
Group's website at www.tpgroupglobal.com/investors and on Science
Group's website at www.sciencegroup.com/investor-information/, by
no later than 12.00 noon (London time) on 27 January 2023.
The content of the website referred to above is not incorporated
into and does not form part of this Announcement.
Important notice
This Announcement is for information purposes only and 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, whether pursuant to this Announcement or otherwise, or
the solicitation of any vote or approval of any offer in any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and any such offer (or solicitation) may
not be extended in any such jurisdiction.
Any securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended, or with
any securities regulatory authority of any state of the United
States and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
thereunder.
This Announcement has been prepared in accordance with the laws
of England and Wales, the AIM Rules and the Takeover 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 England and Wales. The
distribution of this Announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this Announcement comes should inform themselves
about, and observe, such restrictions. Any failure to comply with
the restrictions may constitute a violation of the securities law
of any such jurisdiction.
Cenkos, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as financial adviser
exclusively to TP Group and no one else in connection with the
Acquisition and the other matters referred to in this Announcement.
In connection with such matters, Cenkos 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 Cenkos
or for providing advice in relation to the Acquisition or any other
matters referred to in this Announcement.
Stifel, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as financial adviser
and joint broker exclusively to Science Group and no one else in
connection with the Acquisition and the other matters referred to
in this Announcement. In connection with such matters, Stifel 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 Stifel or for providing advice in relation
to the Acquisition or any other matters referred to in this
Announcement.
Liberum, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as joint broker
exclusively for Science Group and no one else in connection with
the Acquisition and the other matters referred to in this
Announcement. In connection with such matters, Liberum 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 Liberum or for providing advice in relation
to the Acquisition or any other matters referred to in this
Announcement.
Disclosure requirements of the Takeover Code (the "Code")
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 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 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 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 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.
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END
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