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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Astek | LSE:AKG | London | Ordinary Share | GB00B1B9C846 | ORD 0.5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.65 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number : 2120K
Astek Group PLC
15 April 2010
Not for release, publication or distribution, in whole or in part, in, directly
or indirectly, or into or from any jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
15 April 2010
Recommended proposal for the Return of Cash to Shareholders and the Capital
Reduction by Astek Group plc ("Astek" or the "Company") to be implemented by
means of a Scheme of Arrangement
SUMMARY
· The Independent Directors are pleased to announce that they have reached
agreement with the Management Shareholders on the terms of a scheme of
arrangement, which will provide for the return of cash to Independent
Shareholders and the transfer of control of the Company to the Management
Shareholders with the transaction being financed by a loan from Alan Julian
Segal.
· The return of cash to Independent Shareholders will be effected by means
of a Court sanctioned scheme of arrangement under Part 26 of the 2006 Act
involving a reduction of capital and the cancellation of the share premium
account under Part 17 of the 2006 Act and, subject to the satisfaction or, where
relevant, waiver of all relevant Conditions, the Scheme is expected to become
effective by 9 June 2010.
· If the Scheme becomes effective, Scheme Shareholders will be entitled to
receive 0.625 pence in cash for each Scheme Share.
· The Cash Consideration represents a premium of approximately 13.64 per
cent. to the Closing Price of 0.55 pence per Astek Share on 14 April 2010, the
last practicable date prior to the date of this Announcement. The Cash
Consideration values the existing issued share capital of Astek at approximately
GBP437,500.
· The Independent Directors, who have been so advised by Zeus Capital,
consider the terms of the Proposals to be fair and reasonable. In providing
advice to the Independent Directors, Zeus Capital has taken into account the
commercial assessments of the Independent Directors.
· The Independent Directors unanimously recommend that the Independent
Shareholders vote in favour of the Proposals as the Independent Directors have
irrevocably undertaken to do in relation to their beneficial holdings amounting,
in aggregate, to 165,793 Astek Shares, representing approximately 0.24 per cent.
of the existing issued ordinary share capital of Astek.
· An irrevocable undertaking to vote in favour of the Proposals has also
been received from Reverse Take-Over Investments plc in respect of its
beneficial holding of 20,000,000 Astek Shares (representing approximately 28.57
per cent. of the existing issued ordinary share capital of Astek).
· The Management Shareholders have irrevocably and unconditionally
undertaken in respect of their beneficial holdings of, in aggregate, 24,575,266
Astek Shares, representing approximately 35.11 per cent. of the existing issued
ordinary share capital of Astek, to vote in favour of the Scheme Resolution to
be proposed at the General Meeting.
· In aggregate, therefore, irrevocable undertakings to vote in favour of
the Scheme Resolution at the General Meeting have been received in respect of
44,741,059 Astek Shares, representing approximately 63.92 per cent. of the Astek
Shares in issue on 14 April 2010. In aggregate, irrevocable undertakings to vote
in favour of the Resolutions at the Court Meeting have been received in respect
of 20,165,793 Astek Shares, representing approximately 44.39 per cent. of the
Astek Shares in issue on 14 April 2010 that are capable of being voted at the
Court Meeting.
· An application will be made upon the passing of the Scheme Resolutions
for the delisting of the Astek Shares and Warrants. Such delisting will occur
upon the Scheme becoming effective.
In accordance with Rule 19.11 of the City Code, a copy of the following
Announcement will be published on Astek's website at www.astekgroup.co.uk.
The Scheme Document containing further details of the Proposals (including
notices in respect of the Meetings) will be posted to Shareholders and, for
information only, to Warrantholders and Astek Optionholders as soon as
practicable and, in any event, within 28 days of the Announcement unless
otherwise agreed with the Panel.
This summary should be read in conjunction with, and is subject to, the full
text of the attached Announcement. Appendix I to the Announcement contains the
Conditions to the Scheme and certain further terms of the Proposals. Appendix II
to the Announcement contains definitions of certain expressions used in this
Summary and in the Announcement. The Scheme will be subject to the full terms
and conditions set out in the Scheme Document.
Enquiries:
+-------------------------------+------------------+
| Astek Group plc | 0161 942 3900 |
+-------------------------------+------------------+
| Stephen Blank (Chairman) | |
| Alan Segal (Chief Executive | |
| Officer) | |
+-------------------------------+------------------+
| | |
+-------------------------------+------------------+
| Zeus Capital Limited | 0161 831 1512 |
+-------------------------------+------------------+
| Alex Clarkson | |
| Tom Rowley | |
+-------------------------------+------------------+
This Announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this Announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful. Any acceptance or other response
to the Proposals should be made only on the basis of information referred to in
the Scheme Document which the Company intends to despatch to Shareholders as
soon as practicable and, in any event, within 28 days of the Announcement unless
otherwise agreed with the Panel.
The distribution of this Announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe any
applicable requirements. This Announcement has been prepared for the purpose of
complying with English law and the City 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 the UK.
Copies of this Announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this Announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
Any failure to comply with the applicable requirements may constitute a
violation of the securities laws of any such jurisdiction.
This Announcement is not an offer to sell securities in the United States.
Neither the SEC nor any other US federal or state securities commission or
regulatory authority has approved or disapproved of or passed an opinion on the
accuracy or adequacy of this Announcement. Any representation to the contrary is
a criminal offence in the United States.
Zeus Capital Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting exclusively for Astek and no
one else in relation to the Scheme and the Proposals and will not be responsible
to anyone other than Astek for providing the protections afforded to clients of
Zeus Capital Limited nor for providing advice in relation to the contents of the
Announcement or the Scheme or Proposals referred to herein.
The Astek Directors (all of whose names will be set out in the Scheme Document)
accept responsibility for all information contained in the Announcement other
than the recommendation of the Proposals by the Independent Directors. To the
best of the knowledge and belief of the Astek Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
the Announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
The Independent Directors accept responsibility for the recommendation of the
Proposals.
Forward looking statements
This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Astek and the
Astek Group and certain plans and objectives of the board of directors of Astek.
These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or other words of
similar meaning. By their nature, forward-looking statements involve risks and
uncertainties that could cause actual results and developments to differ
materially from those expressed in or implied by such forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond Astek's abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements. Should one or more of these
risks or uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in this
Announcement. Astek assumes no obligation and does not intend to up-date or
correct these forward-looking statements, except as required pursuant to
applicable law.
Neither Astek, nor any of its associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the occurrence of the
events expressed or implied by any forward-looking statements contained herein
will actually occur. Other than in accordance with their legal or regulatory
obligations (including under the AIM Rules, the Disclosure and Transparency
Rules of the Financial Services Authority and the City Code), Astek is not under
any obligation and expressly disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Dealing Disclosure Requirements
Pursuant to the provisions of Rule 8.3 of the City Code, if any person is, or
becomes "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Astek during the Offer Period, all "dealings"
by that person in any "relevant securities" of Astek (including by means of an
option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 p.m. (UK time) on
the Business Day following the date of the relevant transaction. This
requirement will continue until the date on which the Scheme becomes effective,
lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If
two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an "interest" in "relevant securities" of
Astek, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Astek by Astek, or by any of its "associates", must be disclosed
by no later than 12.00 noon (UK time) on the Business Day following the date of
the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Takeover Panel's website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, you should consult the
Panel.
In accordance with Rule 2.10 of the Code, Astek confirms that it has 70,000,000
ordinary shares of 0.5 pence in issue as at the date of the Announcement.
15 April 2010
Not for release, publication or distribution, in whole or in part, in, directly
or indirectly, or into or from any jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
15 April 2010
PROPOSED RETURN OF CASH TO SHAREHOLDERS
AND
REDUCTION OF CAPITAL
1. INTRODUCTION
The Independent Directors are pleased to announce that they have reached
agreement with the Management Shareholders on the terms of a scheme of
arrangement under Part 26 of the 2006 Act, which will provide for the return of
cash to Independent Shareholders and the transfer of control of the Company to
the Management Shareholders with the transaction being financed by a loan from
Alan Julian Segal.
This Announcement and the Scheme Document, which will be sent to Shareholders as
soon as practicable and, in any event, within 28 days of the Announcement unless
otherwise agreed with the Panel, sets out the terms of the Proposals and, in
particular, the Scheme and explains why the Independent Directors unanimously
recommend that Independent Shareholders vote in favour of the Proposals, as the
Independent Directors have irrevocably undertaken to do in respect of their own
beneficial holdings of, in aggregate, 165,793 Astek Shares representing
approximately 0.24 per cent. of the existing issued ordinary share capital of
Astek.
For the purposes of the City Code, the Management Directors are deemed to have a
conflict of interest. Accordingly, a committee of the Board of Astek comprising
the Independent Directors (namely Stephen Blank and Norman Freedman) was
established for the purposes of considering any offers for the Company and
making recommendations to Astek Shareholders. The Independent Directors will
resign from the Board of Astek if the Scheme is sanctioned by the Court and
becomes effective.
The recommendation of the Independent Directors and advice to Astek Shareholders
is set out in section 12 of this Announcement.
2. SUMMARY OF THE PROPOSALS
The return of cash to Independent Shareholders will be effected by means of a
Court sanctioned scheme of arrangement under Part 26 of the 2006 Act involving a
reduction of capital and the cancellation of the share premium account under
Part 17 of the 2006 Act. The Scheme will be subject to the Conditions set out in
Appendix 1 to this Announcement.
Cash Consideration
If the Scheme becomes effective, Independent Shareholders will be entitled to
receive:
0.625 pence in cash for each Astek Scheme Share
Each Independent Shareholder's entitlement to the Cash Consideration will be
rounded down to the nearest penny. The Cash Consideration represents a premium
of approximately 13.64 per cent. to the Closing Price of 0.55 pence per Astek
Share on 14 April 2010, the last practicable date prior to the date of this
Announcement which is also the start of the Offer Period. The Cash Consideration
values the existing issued share capital of Astek at approximately GBP437,500.
Astek confirms that (i) the maximum aggregate amount of the Cash Consideration
is currently held by Astek's Registrars in an escrow bank account on behalf of
the Company and (ii) Astek's Registrars have been provided with an irrevocable
instruction by the Company to retain such funds until the Court Order is filed
and to then make the required payments.
The Cash Consideration is being financed by a conditional loan to AIL, a wholly
owned subsidiary of the Company, from Alan Julian Segal. Such loan is being used
to repay loans previously made by the Company to AIL for trading purposes. This
has provided the Company with the cash required to pay the Cash Consideration.
The Management Loan is conditional only upon the Court Order being issued by the
Court.
Management Arrangements
As a result of the Proposals the Management Shareholders would become the sole
shareholders of the Company. Each Management Shareholder has confirmed his or
her irrevocable and unconditional consent to the Proposals by way of a deed. The
Management Directors intend to continue to operate the Company following the
implementation of the Scheme.
Court Meeting
The Scheme will require separate approval by the Independent Shareholders at the
Court Meeting (at which voting will be conducted by way of a poll). The approval
required at the Court Meeting is a majority in number of those Independent
Shareholders present and voting, whether in person or by proxy, representing not
less than 75 per cent. in value of the Astek Shares held by such Independent
Shareholders.
General Meeting
The implementation of the Scheme will also require approval of the Astek
Shareholders under the Special Resolution to be proposed at the General Meeting.
The Special Resolution will effect: (i) the Scheme; (ii) the cancellation of the
Scheme Shares; (iii) the cancellation of the share premium account of the
Company; and (iv) a credit to the distributable reserves of the Company of an
amount equal to the aggregate of any fractional amounts not paid to the holders
of Scheme Shares as a result of the amounts payable to each holder of Scheme
Shares being rounded down to the nearest penny.
Delisting
An application will be made upon the passing of the Scheme Resolutions for the
delisting of the Astek Shares and Warrants. Such delisting will occur upon the
Scheme becoming effective.
3. BACKGROUND TO AND REASONS FOR THE PROPOSALS
The Management Directors intend to continue the business currently carried out
by the Astek Group. Given the current small size of the Astek Group, by removing
from Astek the extra financial and managerial responsibilities involved with
being a publicly quoted company, the Management Directors believe Astek will, in
future, be better placed to take advantage of opportunities in the dental
sector.
4. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION
The Astek Group develops, sources and exploits new dental products for the
global market. The Astek Group's main areas of operation are the design of new
dental products, arranging their manufacture and supply, and the distribution of
disposable single-use items which the Astek Group has already developed. The
Astek Group also produces and sells other generic dental consumables and acts as
a UK agent for overseas suppliers of dental products. Astek was floated on AIM
in October 2006.
In the financial year to 31 March 2006, the year before listing, Astek reported
revenue of GBP0.88 million and a loss before tax of GBP0.46 million. Since 2006,
revenues have increased to GBP1.37 million for the year to 31 March 2009 but the
Company has continued to be loss making with a pre tax loss of GBP0.16 million
in the same period. The Company's interim results to 30 September 2009 showed
revenue for the six months to such date of GBP0.60 million and a loss before tax
of GBP0.04 million.
In deciding whether to recommend the Proposals to Independent Shareholders the
Independent Directors have considered, inter alia, the following:
· Independent Shareholders will receive cash in exchange for their Scheme
Shares;
· the Astek Directors have noted that production difficulties and a slow
down in some markets have impacted sales. The Astek Directors expect the current
trading conditions to continue in the near term;
· Astek continues to be loss making and cash flow negative;
· the Independent Directors are mindful that with the Astek Group's limited
cash resources and continuing negative cash flows the ability to take advantage
of any upturn will be limited;
· if the Company continues to be loss making Astek may need to raise
additional capital to fund the working capital of the Group and there is no
guarantee that such funds could be raised;
· the drain on management time and the associated costs of being a quoted
company on AIM are a significant burden on Astek;
· the Astek Directors continue to be remunerated at 50 per cent. of their
contracted rates;
· there is limited liquidity in the market for the Astek Shares, therefore
the Proposals present Astek Shareholders with an opportunity to realise their
investment in Astek;
· the terms of the Proposals enable Astek Shareholders to dispose of their
Astek Shares without incurring share dealing costs, which, for a disposal of a
small number of shares, might otherwise represent a significant proportion of
the sales proceeds arising from a disposal;
· the Company has received irrevocable undertakings to vote in favour of
the Proposals in respect of 20,165,793 Astek Shares, representing approximately
44.39 per cent. of the Scheme Shares which are eligible to vote at the Court
Meeting;
· if the Scheme becomes effective, the Astek Scheme Shareholders (being the
Independent Shareholders) will not benefit from any potential future profits
that may be generated by the Company; and
· no other offers have been received from other parties.
The Independent Directors have also considered a number of factors including
those set out above and the price and deliverability of the Cash Consideration.
Against this background, the Independent Directors, who have been so advised by
Zeus Capital, consider the terms of the Proposals to be fair and reasonable.
5. ASTEK GROUP TRADING UPDATE
In the six months to 30 September 2009, the Company reported a loss before tax
of GBP41,315, down from a loss before tax of GBP99,111 for the six months to 30
September 2008. Revenue of GBP623,503 was up from GBP550,342 in the six months
ended 30 September 2008. The Company reported net assets of GBP530,235 as at 30
September 2009.
At the time of the interim results, the Company noted that production
difficulties and a slowdown in some markets had impacted sales. Since the
announcement of the interim results, in the opinion of the Independent
Directors, there has been no material change in this view.
6. EFFECT OF THE PROPOSALS ON ASTEK EMPLOYEES
The Independent Directors note that the Management Directors have given
assurances that, following the Scheme becoming effective, the existing
employment rights, including accrued pension rights, of all the Astek Group's
employees will be safeguarded and its plans for Astek do not include any
material changes in the conditions of employment of the Astek Group's employees.
Furthermore, the Management Directors have indicated that they do not currently
intend to change the location of Astek's place of business or redeploy any of
its fixed assets and that there will be no material change in the Astek Group's
day to day business or its strategic plans.
7. WARRANTS
Warrants to acquire 41,000,000 Astek Shares are outstanding and remain
unexercised at the date of this Announcement. Such Warrants are held by a
combination of Independent Shareholders and Management Shareholders. The
exercise price of the Warrants at 5 pence per Astek Share is significantly above
the Cash Consideration of 0.625 pence per Scheme Share. The Independent
Directors, who have been so advised by Zeus Capital, have agreed that no offer
needs to be made to the Warrantholders in respect of the Warrants.
A Warrantholder is entitled to exercise his or her Warrant at any time up to the
earlier of 11 July 2011 or the date on which an order is made or an effective
resolution is passed for the winding up of the Company (except for the purpose
of implementing a reconstruction, amalgamation or merger in terms sanctioned by
an ordinary resolution of the Company). Should such an exercise occur prior to
the Scheme Record Date the Astek Shares issued to the Warrantholder will be
Scheme Shares and will, subject to the Scheme becoming effective, receive the
Cash Consideration.
The Warrant Deed requires that the terms of the Warrants are adjusted for a
reorganisation, which includes the Scheme, in such manner as the auditors of the
Company for the time being, acting as experts and not as arbitrators, shall
determine and state in their opinion to be fair and reasonable in all
circumstances and such statement to be final and binding on the Company and all
Warrantholders.
The auditors, Hazlewoods, acting as aforesaid have determined that upon the
Scheme becoming effective each Warrant shall entitle the holder to receive 0.35
of an ordinary share upon the payment of the exercise price of 5 pence. The
conditions of the Warrants shall be further amended to avoid fractional
entitlements in respect of ordinary shares so as to provide that Warrants may
only be exercised in lots of 20 (at a cost of GBP1.00) to receive 7 Astek
Shares. New certificates will be issued to all Warrantholders in due course.
8. ASTEK OPTION HOLDERS
All Astek Options have an exercise price of 5.25 pence per Astek Share, which is
significantly above the Cash Consideration of 0.625 pence per Scheme Share. The
Independent Directors, who have been so advised by Zeus Capital, have agreed
that no offer needs to be made in respect of the Astek Options.
If an Astek Optionholder is entitled to exercise his or her Astek Option and
should such an exercise occur prior to the Scheme Record Date, the Astek Shares
issued to the Optionholder will be Scheme Shares and will, subject to the Scheme
becoming effective, receive the Cash Consideration.
The rules of the Option Schemes and all the special option grants require that
the terms of the Astek Options be adjusted for a reorganisation, which includes
the Scheme, in such manner as the auditors of the Company for the time being,
acting as experts and not as arbitrators, shall determine and state in their
opinion to be fair and reasonable in all circumstances and such statement to be
final and binding on the Company and the Optionholders.
The auditors, Hazlewoods, acting as aforesaid have determined that upon the
Scheme becoming effective, each Astek Option will be amended so that the number
of Astek Shares which may be acquired pursuant thereto is reduced according to
the following formula:
(A ÷ B) x C
where:
· A is the number of Management Shares;
· B is the total number of Astek Shares in issue;
· C is the number of Astek Shares in respect of which the relevant Astek
Optionholder has a right to subscribe under the relevant Astek Option; and
· any fractions arising from the application of such formula shall be
ignored.
New certificates will be issued to all Astek Optionholders in due course.
9. UNITED KINGDOM TAXATION
If you are in any doubt as to your tax position, you should consult your
independent professional adviser immediately.
10. IRREVOCABLE UNDERTAKINGS
Independent Directors
The Independent Directors have irrevocably undertaken in respect of their own
beneficial holdings of, in aggregate, 165,793 Astek Shares, representing
approximately 0.24 per cent. of the existing issued ordinary share capital of
Astek, to vote in favour of the Scheme Resolutions.
Management Shareholders
The Management Shareholders have irrevocably and unconditionally undertaken in
respect of their beneficial holdings of, in aggregate, 24,575,266 Astek Shares,
representing approximately 35.11 per cent. of the existing issued ordinary share
capital of Astek, to vote in favour of the Scheme Resolution to be proposed at
the General Meeting.
Independent Shareholders
An irrevocable undertaking to vote in favour of the Proposals has also been
received from Reverse Take-Over Investments plc in respect of its beneficial
holding of 20,000,000 Astek Shares (representing approximately 28.57 per cent.
of the existing issued ordinary share capital of Astek).
11. RELATED PARTY TRANSACTION
The Management Loan constitutes a related party transaction for the purposes of
the AIM Rules. Where a company whose shares are quoted on AIM enters into a
related party transaction the directors independent to the transaction are
required to consider, having consulted with the Company's nominated adviser,
that the terms of the transaction are fair and reasonable insofar as its
shareholders are concerned.
The Independent Directors, having consulted with Zeus Capital, the Company's
nominated adviser, consider that the terms of the Management Loan are fair and
reasonable insofar as Astek Shareholders are concerned. In providing advice to
the Independent Directors, Zeus Capital has taken into account the commercial
assessment of the Independent Directors.
12. RECOMMENDATION
The Independent Directors, who have been so advised by Zeus Capital, consider
the terms of the Proposals to be fair and reasonable. In providing advice to the
Independent Directors, Zeus Capital has taken into account the commercial
assessments of the Independent Directors.
The Independent Directors unanimously recommend that the Independent
Shareholders vote in favour of the Proposals as the Independent Directors have
irrevocably undertaken to do in relation to their beneficial holdings amounting,
in aggregate, to 165,793 Astek Shares, representing approximately 0.24 per cent.
of the existing issued ordinary share capital of Astek.
13. GENERAL
The Scheme Document setting out the full details of the Proposals will be sent
to Shareholders and persons with information rights as soon as practicable and,
in any event (save with the consent of the Panel), within 28 days of the date of
this Announcement.
In accordance with Rule 2.10 of the Code, the current issued share capital of
Astek comprises 70,000,000 ordinary shares of 0.5 pence each (ISIN number
GB00B1B9C846).
In accordance with Rule 19.11 of the City Code, a copy of this Announcement will
be published on Astek's website at www.astekgroup.co.uk.
This Announcement does not constitute an offer or an invitation to purchase any
securities.
Appendix I to this Announcement contains the Conditions to the Proposals and the
implementation of the Scheme.
Appendix II to this Announcement contains definitions of certain expressions
used herein.
Enquiries:
+-------------------------------+------------------+
| Astek Group plc | 0161 942 3900 |
+-------------------------------+------------------+
| Stephen Blank (Chairman) | |
| Alan Segal (Chief Executive | |
| Officer) | |
+-------------------------------+------------------+
| | |
+-------------------------------+------------------+
| Zeus Capital Limited | 0161 831 1512 |
+-------------------------------+------------------+
| Alex Clarkson | |
| Tom Rowley | |
+-------------------------------+------------------+
This Announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this Announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful. Any acceptance or other response
to the Proposals should be made only on the basis of information referred to in
the Scheme Document which the Company intends to despatch to Shareholders as
soon as practicable and, in any event, within 28 days of the Announcement unless
otherwise agreed with the Panel.
The distribution of this Announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe any
applicable requirements. This Announcement has been prepared for the purpose of
complying with English law and the City 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 the UK.
Copies of this Announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this Announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
Any failure to comply with the applicable requirements may constitute a
violation of the securities laws of any such jurisdiction.
This Announcement is not an offer to sell securities in the United States.
Neither the SEC nor any other US federal or state securities commission or
regulatory authority has approved or disapproved of or passed an opinion on the
accuracy or adequacy of this Announcement. Any representation to the contrary is
a criminal offence in the United States.
Zeus Capital Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting exclusively for Astek and no
one else in relation to the Scheme and the Proposals and will not be responsible
to anyone other than Astek for providing the protections afforded to clients of
Zeus Capital Limited nor for providing advice in relation to the contents of the
Announcement or the Scheme or Proposals referred to herein.
The Astek Directors (all of whose names will be set out in the Scheme Document)
accept responsibility for all information contained in the Announcement other
than the recommendation of the Proposals by the Independent Directors. To the
best of the knowledge and belief of the Astek Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
the Announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
The Independent Directors accept responsibility for the recommendation of the
Proposals.
Forward looking statements
This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Astek and the
Astek Group and certain plans and objectives of the board of directors of Astek.
These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or other words of
similar meaning. By their nature, forward-looking statements involve risks and
uncertainties that could cause actual results and developments to differ
materially from those expressed in or implied by such forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond Astek's abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements. Should one or more of these
risks or uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in this
Announcement. Astek assumes no obligation and does not intend to up-date or
correct these forward-looking statements, except as required pursuant to
applicable law.
Neither Astek, nor any of its associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the occurrence of the
events expressed or implied by any forward-looking statements contained herein
will actually occur. Other than in accordance with their legal or regulatory
obligations (including under the AIM Rules, the Disclosure and Transparency
Rules of the Financial Services Authority and the City Code), Astek is not under
any obligation and expressly disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Dealing Disclosure Requirements
Pursuant to the provisions of Rule 8.3 of the City Code, if any person is, or
becomes "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Astek during the Offer Period, all "dealings"
by that person in any "relevant securities" of Astek (including by means of an
option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 p.m. (UK time) on
the Business Day following the date of the relevant transaction. This
requirement will continue until the date on which the Scheme becomes effective,
lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If
two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an "interest" in "relevant securities" of
Astek, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Astek by Astek, or by any of its "associates", must be disclosed
by no later than 12.00 noon (UK time) on the Business Day following the date of
the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Takeover Panel's website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, you should consult the
Panel.
In accordance with Rule 2.10 of the Code, Astek confirms that it has 70,000,000
ordinary shares of 0.5 pence in issue as at the date of the Announcement.
15 April 2010
APPENDIX I
CONDITIONS TO THE PROPOSALS AND THE IMPLEMENTATION OF THE SCHEME
1. The Scheme is conditional upon the Scheme becoming unconditional and becoming
effective in accordance with its terms by not later than 31 July2010 or such
later date (if any) as Astek may agree, and (if required), the Court may
approve.
2. The Scheme is also conditional upon:
(i) approval of the Scheme by a majority in number representing 75 per cent. or
more in nominal value of the relevant Scheme Shareholders (or the relevant class
or classes thereof) present and voting, either in person or by proxy, at the
Court Meeting and at any other separate class meeting which may be required by
the Court or at any adjournment of such meetings;
(ii) the resolutions in connection with or required to approve and implement the
Scheme (including the Special Resolution) being duly passed by the requisite
majority at the Astek General Meeting or at any adjournment thereof; and
(iii) the sanction with or without modification (but subject to any such
modification being on terms acceptable to Astek and the Management Directors) of
the Scheme and the confirmation of the Capital Reduction by the Court and the
delivery of an office copy of the Court Order and the minute confirming such
reduction of capital to the Registrar of Companies in England and Wales and the
registration, in relation to the Capital Reduction, of such Court Order by him.
3. Astek has agreed that, subject as stated in Condition 4 below, the Scheme
will be conditional upon the following matters and, accordingly, the necessary
actions to complete the Scheme will only be taken upon the following Conditions
(as amended if appropriate) having been satisfied or waived:
(i) no government or governmental, quasi-governmental, supranational, statutory
or regulatory body or association, institution or agency (including any trade
agency) or any court or other body (including any professional or environmental
body) or person in any relevant jurisdiction (each a Relevant Authority) having
decided to take, instituted, implemented or threatened any action, proceeding,
suit, investigation, enquiry or reference or enacted, made or proposed and there
not continuing to be outstanding any statute, regulation, order or decision that
would or might be reasonably expected to:
(a) make the Scheme or its implementation void, unenforceable or illegal under
the laws of any relevant jurisdiction or directly or indirectly prohibit or
otherwise restrict, prevent or frustrate or otherwise delay or interfere with
the implementation of, or impose additional conditions or obligations with
respect to, or otherwise challenge or interfere with the Scheme;
(b) require, prevent or materially delay the divestiture (or alter the terms of
any proposed divestiture) by any member of the Astek Group of all or any part of
their respective businesses, assets or properties or impose any material
limitation on their ability to conduct all or any part of their respective
businesses and to own or control any of their respective assets or properties
which, in any such case, is material in the context of the Astek Group taken as
a whole;
(c) impose any limitation on, or result in any delay in, the ability of the
Management Shareholders to acquire or hold or to exercise effectively, directly
or indirectly, all or any rights of ownership of shares or other securities (or
the equivalent) in, or to exercise voting or management control over, any member
of the Astek Group or on the ability of any member of the Astek Group to hold or
exercise effectively, directly or indirectly, all or any rights of ownership of
shares or other securities (or the equivalent) in, or to exercise management
control over, any other member of the Astek Group which, in any such case, is
material in the context of the Astek Group taken as a whole;
(d) require any member of the Astek Group to acquire or offer to acquire any
shares or other securities (or the equivalent) in any member of the Astek Group
or any asset owned by any third party (other than in the implementation of the
Scheme) which, in any such case, is material in the context of the Astek Group
taken as a whole;
(e) impose any limitation on the ability of any member of the Astek Group to
conduct or integrate or co-ordinate its business, or any part of it, with the
businesses or any part of the businesses of any other member of the Astek Group
which, in any such case, is material in the context of the Astek Group taken as
a whole;
(f) otherwise adversely affect any or all of the business, assets, financial or
trading position or profits or prospects of any member of the Astek Group to an
extent which is material in the context of the Astek Group taken as a whole; and
(g) and all applicable waiting and other time periods during which any such
Relevant Authority could decide to take, institute, implement or threaten any
such action, proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the Scheme or the
proposed acquisition of any shares in Astek having expired, lapsed or been
terminated;
(ii) (a) all appropriate notifications, filings or applications which
are the responsibility of Astek having been made in connection with the Scheme;
and
(b) all statutory or regulatory obligations in any jurisdiction
having been complied with and all applicable waiting and other time periods
(including any extensions thereof) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated in each case in respect of the Scheme;
(iii) since 14 April 2010 and before the Scheme Effective Date, other than: (i)
as a result of anything caused directly or indirectly by acts or omissions of
the Astek Directors; or (ii) any matter which any member of the Board of Astek
was aware or ought reasonably to have been aware on or before 14 April 2010:
(a) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits of any member of the
Astek Group which is material in the context of the Astek Group taken as a
whole;
(b) no new litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced, or instituted against or in
respect of any member of the Astek Group or to which any member of the Astek
Group is or may become a party (whether as plaintiff or defendant or otherwise)
and no enquiry or investigation by or complaint or reference to any Relevant
Authority or other investigative body against or in respect of any member of the
Astek Group having been threatened, announced, implemented or instituted, or
remaining outstanding by, against or in respect of any member of the Astek Group
which, in any such case, would or might reasonably be expected to materially
adversely affect the Astek Group taken as a whole; and
(c) no new contingent or other liability having arisen or having been incurred
which would or might reasonably be expected to adversely affect the business,
assets, financial or trading position or profits or prospects of any member of
the Astek Group to an extent which is material to the Astek Group taken as a
whole.
4. Astek reserves the right to waive all or any of Conditions 3(iii) (a) to (c)
inclusive, in whole or in part. Astek shall be under no obligation to waive or
treat as fulfilled any of Conditions 3(iii) (a) to (c) inclusive by a date
earlier than the date of the sanction of the Scheme referred to in Condition
2(iv) notwithstanding that the other Conditions may at such earlier date have
been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment.
5. If the Management Shareholders together, the Management Directors together,
or any one of them, are required by the Takeover Panel to make an offer for any
Astek Shares under Rule 9 of the City Code, such person so obligated may make
such alterations to the Conditions as are necessary to comply with that Rule.
6. The Scheme is on the terms and will be subject, among other things, to such
of the conditions which are set out in Conditions 2 and 3 as are expressed to be
applicable thereto and to any other terms set out in the Scheme Document and
such further terms as may be required to comply with the provisions of the City
Code.
7. The Scheme will lapse if it is referred to the Competition Commission or if
the European Commission in respect thereof either initiates proceedings under
article 6(1) (c) of Council Regulation (EEC) 139/2004 or makes a referral to a
competent authority of the United Kingdom under article 9(1) of that regulation,
before the Scheme Effective Date.
8. The Management Directors reserve the right with the consent of the Takeover
Panel to elect to implement the Scheme by way of a Takeover Offer. In such
event, such Takeover Offer will be implemented on the same terms (subject to
appropriate amendments, including (without limitation) an acceptance condition
set at 90 per cent. (or such lesser percentage (subject to compliance with the
City Code) as the Management Directors may decide) of the shares to which such
offer relates and of the voting rights carried by those shares), so far as
applicable, as those which would apply to the Scheme.
9. If the Scheme is effected by way of a Takeover Offer, the Astek Shares will
be acquired by the Management Directors fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption and any other
rights and interests of any nature whatsoever and together with all rights now
and hereafter attaching thereto, including voting rights and the right to
receive and retain in full all dividends and other distributions (if any)
declared, made or paid on or after the date of the Scheme document.
10. The Scheme (and all contracts concluded between the Management Directors and
the holders of Astek Shares pursuant to the Scheme) is, and if the Management
Directors elect to effect the acquisition of Astek by way of a Takeover Offer,
the Takeover Offer will be, governed by English law and will be subject to the
jurisdiction of the English courts and the Conditions.
APPENDIX II
DEFINITIONS
In this Announcement, the following words and expressions shall, except
where the context requires otherwise, have the following meanings:
+-------------------+----------------------------+
| "GBP" or | pounds sterling, the |
| "Sterling" | lawful currency of the UK |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "2006 Act" | the Companies Act 2006 |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "AIL" | Astek Innovations Limited, |
| | a company incorporated |
| | under the laws of England |
| | and Wales with registered |
| | number 5097602, which is a |
| | wholly owned subsidiary of |
| | the Company |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "AIM" | the AIM market operated by |
| | the London Stock Exchange |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "AIM Rules" | the Rules and Guidance |
| | notes for AIM companies |
| | and their nominated |
| | advisers issued by the |
| | London Stock Exchange from |
| | time to time relating to |
| | AIM traded securities and |
| | the operation of AIM |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Announcement" | this announcement made by |
| | the Independent Directors |
| | on 15 April 2010 regarding |
| | the Proposals and the |
| | Scheme made pursuant to |
| | Rule 2.5 of the City Code |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek" or | Astek Group plc (company |
| "Company" | no. 5210048) |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek Approved | the Enterprise Management |
| Option Scheme" | Incentive Scheme of Astek |
| | adopted on 25 October 2006 |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek Directors" | the directors of Astek |
| or "Board of | being together the |
| Astek" | Independent Directors and |
| | the Management Directors |
| | and "Astek Director" means |
| | any one of them |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek Group" | Astek and its subsidiary |
| | undertakings and where the |
| | context permits, each of |
| | them |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek Option" | an option over Astek |
| | Shares which has been |
| | granted to a holder |
| | pursuant to either the |
| | Astek Approved Option |
| | Scheme or the Astek |
| | Unapproved Option Scheme |
| | or by way of special |
| | option grant and "Astek |
| | Options" shall be |
| | construed accordingly |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek | the holders of the Astek |
| Optionholders" | Options and "Astek |
| | Optionholder" means any |
| | one of them |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek's | Share Registrars Limited |
| Registrars" | (company no. 04715037) of |
| | Suite E, First Floor, 9 |
| | Lion & Lamb Yard, Farnham, |
| | Surrey GU9 7LL |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek Scheme | holders of Astek Scheme |
| Shareholders" or | Shares |
| "Scheme | |
| Shareholders" | |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek Scheme | all Astek Shares other |
| Shares" or | than those held by |
| "Scheme Shares" | Management Shareholders |
| | which are: |
| | |
| | (a) in issue at the date |
| | of this Announcement; |
| | |
| | (b) (if any) issued |
| | after the date hereof and |
| | prior to the Voting Record |
| | Time; and |
| | |
| | (c) (if any) issued |
| | after the Voting Record |
| | Time and prior to the |
| | Scheme Record Time either |
| | on terms that the original |
| | or any subsequent holders |
| | of such shares are to be |
| | bound to the Scheme or in |
| | respect of which their |
| | holders have agreed in |
| | writing to be bound by the |
| | Scheme |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek | registered holders of |
| Shareholders" | Astek Shares |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek Shares" | the ordinary shares of 0.5 |
| | pence each in the capital |
| | of Astek and "Astek Share" |
| | means any one of them |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Astek Unapproved | the Revenue & Customs |
| Option Scheme" | Unapproved Share Option |
| | Scheme of Astek adopted on |
| | 25 October 2006 |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Business Day" | any day, other than a |
| | Saturday or Sunday or |
| | public holiday or bank |
| | holiday in England, on |
| | which banks are open for |
| | normal business in the |
| | City of London |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Capital | the reduction of the share |
| Reduction" | capital of Astek to be |
| | effected by the |
| | cancellation of the Scheme |
| | Shares and of the |
| | Company's share premium |
| | account as provided for by |
| | the Scheme |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Cash | the cash consideration for |
| Consideration" | each Scheme Share which is |
| | payable under the Scheme |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "certificated | not in uncertificated form |
| form" or "in | (that is, not in CREST) |
| certificated | |
| form" | |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "City Code" | the City Code on Takeovers |
| | and Mergers (as amended |
| | from time to time) |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Closing Price" | as regards securities |
| | quoted on AIM, the closing |
| | middle market quotation of |
| | a share derived from AIM |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Conditions" | the conditions to the |
| | implementation of the |
| | Scheme set out in Appendix |
| | 1 of this Announcement and |
| | "Condition" means any one |
| | of them |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Court" | the High Court of Justice |
| | of England and Wales |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Court Hearing" | the hearing by the Court |
| | of the claim form to |
| | sanction the Scheme under |
| | Section 899 of the 2006 |
| | Act and confirm the |
| | Capital Reduction which |
| | forms part of it |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Court Meeting" | the meeting of Scheme |
| | Shareholders to be |
| | convened pursuant to an |
| | Order of the Court |
| | pursuant to Part 26 of the |
| | 2006 Act for the purpose |
| | of considering and, if |
| | thought fit, approving the |
| | Scheme (with or without |
| | amendment) and any |
| | adjournment thereof |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Court Order" | the Order of the Court |
| | sanctioning the Scheme and |
| | confirming the Capital |
| | Reduction |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "CREST" | the relevant system (as |
| | defined in the |
| | Uncertificated Securities |
| | Regulations 2001 (the |
| | "Regulations")) in respect |
| | of which Euroclear is the |
| | Operator (as defined in |
| | the Regulations) |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Euroclear" | Euroclear UK & Ireland |
| | Limited, a company |
| | registered in England and |
| | Wales with registered |
| | number 02878738 |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "FSMA" | the Financial Services and |
| | Markets Act 2000 (as |
| | amended) |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "General Meeting" | the general meeting of |
| or "Astek General | Astek (and any adjournment |
| Meeting" | thereof) to be held at the |
| | offices of Berg Legal, 35 |
| | Peter Street, Manchester |
| | M2 5BG at 10.20 a.m. on 19 |
| | May 2010 |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Hazlewoods" | Hazlewoods LLP of Windsor |
| | House, Barnett Way, |
| | Barnwood, Gloucester GL4 |
| | 3RT |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "holder" | a registered holder of |
| | shares; includes any |
| | person entitled by |
| | transmission |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Independent | Stephen Blank and Norman |
| Directors" | Freedman |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Independent | Astek Shareholders other |
| Shareholders" | than the Management |
| | Shareholders and |
| | "Independent Shareholder" |
| | means any of them |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Loan Agreement" | the loan agreement between |
| | Alan Julian Segal and AIL |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "London Stock | London Stock Exchange plc, |
| Exchange" | a company registered in |
| | England and Wales with |
| | registered number 02075721 |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Management | Alan Julian Segal and Mark |
| Directors" | Shupac, being the members |
| | of the Astek management |
| | team who initiated the |
| | Proposals |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Management Loan" | the loan to AIL by Alan |
| | Julian Segal to finance |
| | the Cash Consideration |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Management | the Management Directors |
| Shareholders" | and their families and |
| | close relatives |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Management | those Astek Shares |
| Shares" | registered in the names of |
| | the Management |
| | Shareholders as at the |
| | date of this Announcement |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Meetings" | the Court Meeting and the |
| | General Meeting |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Notice of | the notice being sent to |
| General Meeting" | Astek Shareholders |
| | convening the Astek |
| | General Meeting forming |
| | part of this Announcement |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Offer Period" | the period commencing on |
| | the date of the |
| | Announcement and ending on |
| | the date of the |
| | announcement via a |
| | Regulatory Information |
| | Service by Astek that the |
| | Scheme has become |
| | effective or that the |
| | Scheme has lapsed or been |
| | withdrawn |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Option Schemes" | the Astek Approved Option |
| | Scheme and the Astek |
| | Unapproved Option Scheme |
| | and "Option Scheme" means |
| | either of them |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Overseas | a Astek Shareholder whose |
| Shareholder" | address in the Company's |
| | register of members is |
| | outside the UK and |
| | "Overseas Shareholders" |
| | shall be construed |
| | accordingly |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Panel" or | the Panel on Takeovers and |
| "Takeover Panel" | Mergers |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Proposals" | the proposals for the |
| | return of cash to |
| | shareholders and the |
| | Capital Reduction by way |
| | of the Scheme and, where |
| | the context requires, any |
| | subsequent revision, |
| | variation, or renewal |
| | thereof |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Registrar of | the Registrar of Companies |
| Companies" | in England and Wales |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Regulatory | has the same meaning as |
| Information | defined in the AIM Rules |
| Service" | |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Restricted | any jurisdiction where |
| Jurisdiction" | local laws or regulations |
| | may result in a |
| | significant risk of civil, |
| | regulatory or criminal |
| | exposure if information is |
| | sent or made available to |
| | Astek Shareholders in that |
| | jurisdiction |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Scheme Court | the Order of the Court |
| Order" | granted at the Court |
| | Hearing to sanction the |
| | Scheme |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Scheme Document" | the scheme of arrangement |
| | document, which will be |
| | despatched to Shareholders |
| | as soon as practicable |
| | after the date of this |
| | Announcement |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Scheme Effective | the date on which the |
| Date" | Scheme becomes effective |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Scheme Record | the Business Day |
| Date" | immediately before the |
| | Court Hearing to sanction |
| | the Scheme |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Scheme Record | 6.00 p.m. on the Scheme |
| Time" | Record Date |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Scheme | the resolutions to be |
| Resolutions" | proposed at the Court |
| | Meeting (or any |
| | adjournment thereof) and |
| | the General Meeting (or |
| | any adjournment thereof) |
| | and "Scheme Resolution" |
| | shall be construed |
| | accordingly |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Scheme" or | the scheme of arrangement |
| "Scheme of | proposed to be made under |
| Arrangement" | Part 26 of the 2006 Act |
| | between Astek and the |
| | Scheme Shareholders, with |
| | or subject to any |
| | modification, addition or |
| | condition approved or |
| | imposed by the Court and |
| | agreed to by Astek and the |
| | Management Directors |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Special | the special resolution to |
| Resolution" | be proposed at the General |
| | Meeting |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "subsidiary" and | each has the meaning given |
| "subsidiary | to it by the 2006 Act |
| undertaking" | |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Takeover Offer" | a general offer made for |
| | all of the Astek Shares or |
| | all of the Astek Shares |
| | not owned by the |
| | Management Shareholders |
| | pursuant to the City Code |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "UK"or "United | the United Kingdom of |
| Kingdom" | Great Britain and Northern |
| | Ireland |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "uncertificated" | recorded on the relevant |
| or "in | register as being held in |
| uncertificated | uncertificated form in |
| form" | CREST and title to which |
| | may be transferred by |
| | means of CREST |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "undertaking" | has the meaning given to |
| | it by the 2006 Act |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Voting Record | 6.00 p.m. on the day which |
| Time" | is two days before the |
| | date of the Court Meeting |
| | or, in the event that the |
| | Court Meeting is adjourned |
| | by more than 48 hours, |
| | 10.00 a.m. on the day |
| | which is two days before |
| | such adjourned meeting |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Warrants" | the warrants to subscribe |
| | for Astek Shares at 5 |
| | pence per share until 11 |
| | July 2011 or the date on |
| | which the Company is wound |
| | up, whichever is the |
| | earlier to occur |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Warrant Deed" | the deed of warrant dated |
| | 11 July 2006 pursuant to |
| | which the Warrants are |
| | constituted |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Warrantholders" | the holders of Warrants |
| | and "Warrantholder" means |
| | any of them |
+-------------------+----------------------------+
| | |
+-------------------+----------------------------+
| "Zeus Capital" | Zeus Capital Limited, |
| | nominated adviser and |
| | broker to Astek, a company |
| | incorporated in England |
| | and Wales with registered |
| | number 4417845 |
+-------------------+----------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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