Densitron Technologies PLC Scheme of Arrangement Becomes Effective (2441F)

TIDMDSN TIDMQXT

RNS Number : 2441F

Densitron Technologies PLC

10 November 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

10 November 2015

FOR IMMEDIATE RELEASE

RECOMMENDED ACQUISITION OF

DENSITRON TECHNOLOGIES PLC ("DENSITRON TECHNOLOGIES" or the "COMPANY")

by

QUIXANT PLC ("QUIXANT")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement Becomes Effective

The Densitron Technologies Board is pleased to announce that the scheme of arrangement under Part 26 of the Companies Act 2006 in connection with the recommended acquisition by Quixant of the entire issued and to be issued ordinary share capital of Densitron Technologies, (the "Scheme"), has now become effective.

As announced by Densitron Technologies on 9 October 2015, trading in Densitron Technologies Shares on AIM was suspended with effect from 7.30 a.m. (London time) today.

Densitron Technologies has made an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of, and cessation of dealings in, Densitron Technologies Shares, in each case to be effective from 7:00 a.m. (London time) on 11 November 2015.

The consideration of 11p per Densitron Technologies Share due to Scheme Shareholders will be settled (in the case of Scheme Shares held in uncertificated form, by CREST accounts being credited) or despatched (in the case of Scheme Shares held in certificated form by cheques being despatched) within the next 14 days.

As announced on 25 September 2015, Jan Holmstrom and John Farrell, non-executive chairman and non-executive director, respectively, have resigned as directors of the Company with immediate effect.

Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the scheme document dated 9 October 2015 sent or made available to Densitron Technologies Shareholders (the "Scheme Document").

Subject to certain restrictions, a copy of this announcement and the amended articles of association of the Company will also be available on Densitron Technologies' website at www.densitron.com.

 
 For further information or enquiries please contact: 
  Densitron Technologies plc                                Tel: [phone] 
                                                             4200 
  Grahame Falconer, Chief Executive Officer 
  Tim Pearson, Group Finance Director 
 
  Westhouse Securities Limited (financial and               Tel: [phone] 
   nominated adviser and broker to Densitron Technologies)   6100 
  Robert Finlay 
  Alastair Stratton 
   David Coaten 
  IFC Advisory PR (adviser to Densitron Technologies)       Tel: [phone] 
   Tim Metcalfe, Managing Director                           8671 
 
 
 
  IMPORTANT NOTICES 
 
  Westhouse Securities Limited, which is authorised and regulated 
  by the Financial Conduct Authority in the United Kingdom, is 
  acting exclusively for Densitron Technologies as financial 
  adviser, nominated adviser and broker and no one else in connection 
  with the matters referred to in this announcement and will 
  not be responsible to anyone other than Densitron Technologies 
  for providing the protections afforded to clients of Westhouse 
  Securities Limited, or for providing advice in connection with 
  the Acquisition or any other matter referred to in this announcement. 
  This announcement has been prepared for the purpose of complying 
  with the laws of England and Wales, the Code, the Disclosure 
  and Transparency Rules of the FCA, the AIM Rules and the rules 
  of the London Stock Exchange 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. 
  This announcement is for information purposes only and does 
  not constitute an offer to sell or an invitation to purchase 
  any securities or the solicitation of an offer to buy any securities, 
  pursuant to the Acquisition or otherwise. The Acquisition will 
  be made solely by means of the Scheme Document or any document 
  by which the Acquisition is made which will contain the full 
  terms and conditions of the Acquisition, including details 
  of how to vote in respect of the Scheme. Any 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. 
  This announcement does not constitute a prospectus or prospectus 
  equivalent document. 
  Overseas Shareholders 
  The release, publication or distribution of this announcement 
  in certain jurisdictions may be restricted by law. Persons 
  who are not resident in the United Kingdom or who are subject 
  to other jurisdictions should inform themselves of, and observe, 
  any applicable requirements. Further details in relation to 
  overseas shareholders will be contained in the Scheme Document. 
  US investors in Densitron Technologies 
  The Acquisition relates to shares of a UK company and is proposed 
  to be effected by means of a scheme of arrangement under the 
  laws of England and Wales. A transaction effected by means 
  of a scheme of arrangement is not subject to the proxy solicitation 
  or tender offer rules under the US Securities Exchange Act 
  of 1934. Accordingly, the Scheme is subject to the disclosure 
  requirements, rules and practices applicable in the United 
  Kingdom to schemes of arrangement, which differ from the requirements 
  of the US proxy solicitation and tender offer rules. However, 
  if Quixant were to elect to implement the Acquisition by means 
  of a Takeover Offer, such Takeover Offer will be made in compliance 
  with all applicable laws and regulations, including the US 
  tender offer rules, to the extent applicable. 
  Restricted Jurisdictions 
  Unless otherwise determined by Quixant or required by the Code, 
  and permitted by applicable law and regulation, the Acquisition 
  will not be made available, directly or indirectly, in, into 
  or from a Restricted Jurisdiction where to do so would violate 
  the laws in that jurisdiction and no person may vote in favour 
  of the Acquisition by any such use, means, instrumentality 
  or form within a Restricted Jurisdiction or any other jurisdiction 
  if to do so would constitute a violation of the laws of that 
  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. Copies of this announcement 
  and all documents relating to the Acquisition are not being, 
  and must not be, directly or indirectly, mailed or otherwise 
  forwarded, distributed or sent in, into or from a Restricted 
  Jurisdiction where to do so would violate the laws in that 
  jurisdiction, and persons receiving this announcement and all 
  documents relating to the Acquisition (including custodians, 
  nominees and trustees) must not mail or otherwise distribute 
  or send them in, into or from such jurisdictions where to do 
  so would violate the laws in that jurisdiction. 
  The availability of the Acquisition to Densitron Technologies 
  Shareholders who are not resident in the United Kingdom may 
  be affected by the laws of the relevant jurisdictions in which 
  they are resident. Persons who are not resident in the United 
  Kingdom should inform themselves of, and observe, any applicable 
  requirements. 
  Cautionary Note Regarding Forward Looking Statements 
  This announcement contains statements that are or may be deemed 
  to be forward looking with respect to the financial condition, 
  results of operations and business of Densitron Technologies 
  and certain plans and objectives of the Densitron Technologies 
  Board and the Quixant Board accordingly. These forward looking 
  statements can be identified by the fact that they are prospective 
  in nature and do not relate to historical or current facts. 
  These estimates are based on assumptions and assessments made 
  by the Densitron Technologies Board or Quixant in light of 
  their experience and their perception of historical trends, 
  current conditions, expected future developments and other 
  factors they believe appropriate. 
  Without limitation, any statements preceded or followed by 
  or that include the words "targets", "plans", "believes", "expects", 
  "aims", "intends", "will", "should", "could", "would", "may", 
  "anticipates", "estimates", "synergy", "cost-saving", "projects", 
  "goal" or "strategy" or, words or terms of similar substance 
  or the negative thereof, are forward looking statements. Forward 
  looking statements include statements relating to the following: 
  (i) future capital expenditures, expenses, revenues, earnings, 
  synergies, economic performance, indebtedness, financial condition, 
  dividend policy, losses and future prospects; (ii) business 
  and management strategies and the expansion and growth of Quixant's 
  or Densitron Technologies' operations and potential synergies 
  resulting from the Acquisition; and (iii) the effects of government 
  regulation on Quixant's or Densitron Technologies' business. 
  These forward looking statements are made as at the date of 
  this announcement and are not guarantees of future financial 
  performance. Except as expressly provided in this announcement, 
  they have not been reviewed by the auditors of Quixant or Densitron 
  Technologies. Such forward looking statements involve known 
  and unknown risks and uncertainties that could significantly 
  affect expected results and are based on certain key assumptions. 
  Many factors could cause actual results to differ materially 
  from those projected or implied in any forward looking statements. 

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November 10, 2015 10:40 ET (15:40 GMT)