Imagination Technologies Group PLC Scheme of Arrangement becomes effective (4501V)

TIDMIMG

RNS Number : 4501V

Imagination Technologies Group PLC

02 November 2017

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

2 November 2017

RECOMMED CASH ACQUISITION

of

Imagination Technologies Group plc

by

CBFI Investment Limited

a wholly-owned subsidiary of funds managed by

Canyon Bridge Capital Partners, LLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes effective

On 22 September 2017, Imagination Technologies Group plc ("Imagination") and CBFI Investment Limited, a newly incorporated company ("CBFI"), indirectly owned by Canyon Bridge Fund I, LP, a fund managed by U.S. headquartered Canyon Bridge Capital Partners, LLC, announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Imagination will be acquired by CBFI (the "Acquisition") by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Earlier today, Imagination announced that the Court had sanctioned the Scheme at the Court hearing held this morning. Imagination and CBFI are now pleased to announce that, following the delivery of the Court Order to the Registrar of Companies, the Scheme has now become Effective in accordance with its terms and the entire issued and to be issued share capital of Imagination is now owned by CBFI.

Scheme Shareholders on the register of members of Imagination at the Scheme Record Time, being 6.00 p.m. on 3 November 2017, will be entitled to receive 182 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled pursuant to the Scheme will be settled by the dispatch of cheques or crediting through CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form, respectively) as soon as practicable and in any event within 14 days of this announcement (the "Announcement") being 16 November 2017.

Applications have been made to the London Stock Exchange and the UK Listing Authority in relation to the de-listing of Imagination Shares from the Official List and the cancellation of the admission to trading of Imagination Shares on the Main Market of the London Stock Exchange which is expected to take effect by 8.00 a.m. tomorrow, 3 November 2017.

Unless otherwise defined, all capitalised terms in this Announcement shall have the meaning given to them in the scheme document published on 9 October 2017 (the "Scheme Document").

 
 Enquiries 
 
 Imagination Technologies Group               Tel: [phone] 
  plc                                                    511 
 Andrew Heath, Chief Executive 
  Officer 
 Guy Millward, Chief Financial 
  Officer 
 
 Rothschild                               Tel: [phone] 
  (Lead financial adviser and 
  sole Rule 3 adviser to Imagination) 
 Ravi Gupta/Warner Mandel/Yuri 
  Shakhmin/Pietro Franchi 
 
 Jefferies International (Financial 
  adviser and corporate broker                 Tel: [phone] 
  to Imagination)                                       8000 
  Nick Adams/Daniel Aharoni/David 
  Watkins 
 
 Instinctif Partners                      Tel: [phone] 
  (PR advisor to Imagination) 
 Adrian Duffield/Kay Larsen/Chantal 
  Woolcock 
 
 Citigroup Global Markets 
  (Financial advisor and broker                Tel: [phone] 
  to CBFI and Canyon Bridge)                            4000 
  Jan Skarbek/Luke Spells/Robert 
  Redshaw (Corporate Broking)/David 
  Locala 
 
 Newgate Communications 
  (PR advisor to CBFI and Canyon               Tel: [phone] 
  Bridge)                                               6550 
  Simon Gentry/Alistair Kellie/Zoë 
  Pocock 
 

Important notices

N M Rothschild & Sons Limited, which is authorised by the FCA in the United Kingdom, is acting exclusively for Imagination and no one else in connection with the Acquisition and will not be responsible to anyone other than Imagination for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Jefferies International Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Imagination and no one else in connection with the Acquisition and will not be responsible to anyone other than Imagination for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for CBFI and Canyon Bridge in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than CBFI and Canyon Bridge for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Further information

This Announcement is for information purposes only and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Imagination in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made, which contains the full terms and conditions of the Acquisition.

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 and/or regulation. Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the Listing 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 of England.

Unless otherwise determined by CBFI and Imagination or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be and must not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all other 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. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA.

Additional Information for US Investors

The Acquisition relates to the shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the proxy solicitation rules nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Acquisition. Moreover, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and under the Takeover Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this Announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

The information contained in this Announcement has neither been approved or disapproved by the US Securities and Exchange Commission or any US state securities commission. Neither the US Securities and Exchange Commission, nor any state securities commission, has passed upon the fairness or merits of the proposal described in, nor upon the accuracy or adequacy of the information contained in, this Announcement.

It may be difficult for US holders of Imagination Shares to enforce their rights and claims arising out of the US federal securities laws, since CBFI and Imagination are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of Imagination Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Imagination Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, CBFI or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Imagination Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by CBFI and Imagination contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of CBFI and Imagination about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on CBFI and Imagination, the expected timing and scope of the Acquisition and other statements other than historical facts. All statements other than statements of historical facts included in this Announcement may be forward looking statements. 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", "cost-saving", "projects", "goal", "strategy", "budget", "forecast" or "might" 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, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of CBFI's or Imagination's operations resulting from the Acquisition; and (iii) the effects of government regulation on CBFI's or Imagination's business.

These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of CBFI or Imagination or their respective financial advisers. 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. These factors include the satisfaction of the Conditions, as well as additional factors, such as: fluctuations in the capital markets; fluctuations in interest and exchange rates; the occurrence of unforeseen disasters or catastrophes; political or economic instability in principal markets; adverse outcomes in litigation;

and general, local and global economic, political, business and market conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither CBFI nor Imagination, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. All subsequent oral or written forward looking statements attributable to CBFI or Imagination or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. CBFI and Imagination disclaim any obligation to update or revise any forward looking or other statements contained herein, whether as a result of new information, future events, or otherwise, other than in accordance with their legal and regulatory obligations.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

November 02, 2017 12:56 ET (16:56 GMT)