Canterbury Acquisition Limited Offer Document Posted (7958I)

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RNS Number : 7958I

Canterbury Acquisition Limited

21 June 2017

FOR IMMEDIATE RELEASE 21 June 2017

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

Recommended Cash Offer for Kalibrate Technologies plc ("Kalibrate")

by

Canterbury Acquisition Limited ("Hanover Bidco")

Posting of Offer Document and Publication on Website

   1.   Posting of Offer Document in respect of Recommended Offer 

On 13 June 2017, Hanover Bidco announced a firm intention to make an offer for the entire issued and to be issued share capital of Kalibrate at 85.5 pence per Kalibrate Share which the Kalibrate Directors intend to unanimously recommend to Kalibrate Shareholders (the "Firm Offer Announcement").

Hanover Bidco announces that it is today posting to Kalibrate Shareholders a document containing the full terms and conditions of the Offer (the "Offer Document") together with a Form of Acceptance. The Offer Document and specimen Form of Acceptance will also be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on the Hanover Bidco website www.hanoverinvestors.com and the Kalibrate website www.kalibratetech-ir.com shortly.

   2.   Timetable and actions to be taken 

The first closing date of the Offer is 12 July 2017 (which may be extended by Hanover Bidco, subject to the Code).

Further details of the Offer and the action to be taken to accept the Offer are set out in the Offer Document and, for Kalibrate Shareholders who hold their shares in certificated form, the Form of Acceptance.

If you have any questions about acceptance of the Offer, please call the Receiving Agent, Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

   3.   Disclosure of interests and irrevocable commitments 

On 15 June 2017, Hanover Bidco acquired 3,561,495 Kalibrate Shares, representing approximately 10.5 per cent. of the existing issued share capital of Kalibrate. The highest price paid per Kalibrate Share was 85.0 pence.

As set out in the Firm Offer Announcement, Hanover Bidco has received irrevocable undertakings to accept the Offer from those Kalibrate Directors who hold Kalibrate Shares, Invesco Asset Management Limited and Eurovestech plc in respect of an aggregate total of 13,562,492 Kalibrate Shares, representing approximately 40.0 per cent. of the issued share capital of Kalibrate. The details and circumstances in which these irrevocable undertakings will cease to be binding are set out in Appendix III of the Firm Offer Announcement and in Part V of the Offer Document.

Hanover Bidco has therefore acquired, or received irrevocable undertakings to accept the Offer in respect of, 17,123,987 Kalibrate Shares, representing approximately 50.5 per cent. of the issued share capital of Kalibrate.

The Offer is conditional upon, amongst other things, Hanover Bidco receiving valid acceptances in respect of, or otherwise acquiring or agreeing to acquire (whether pursuant to the Offer or otherwise), shares which carry, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Kalibrate.

   4.    General 

Capitalised terms used but not defined in this announcement shall have the same meaning given to them in the Firm Offer Announcement.

Press enquiries:

Hanover Investors Management LLP

   Matthew Peacock                                               Tel: [phone] 

Tom Russell

Fred Lundqvist

Liberum Capital Limited (Financial adviser to Hanover Bidco)

   Neil Patel                                                           Tel: [phone] 

Cameron Duncan

Dominik Gotzenberger

Kalibrate Technologies plc

   Bob Stein                                                           Tel: [phone] 

Gregg Budoi

N+1 Singer (Financial adviser, nominated adviser and broker to Kalibrate Technologies plc)

   Shaun Dobson                                                    Tel: [phone] 

Alex Price

James Hopton

FTI Consulting (PR adviser to Kalibrate Technologies plc)

   Matt Dixon                                                          Tel: [phone] 

Chris Lane

Emma Appleton

Elena Kalinskaya

Further information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Kalibrate in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or equivalent document.

Any acceptance or other response to any offer should only be made on the basis of the information contained in an offer document (which will contain the full terms and conditions of the offer) and the form of acceptance.

Please be aware that addresses, electronic addresses and certain other information provided by Kalibrate shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Kalibrate may be provided to Hanover Bidco during the offer period as required under Section 4 of Appendix 4 of the Code.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Hanover Bidco and no-one else in connection with the Offer and will not be responsible to anyone other than Hanover Bidco for providing the protections afforded to clients of Liberum, nor for providing advice in relation to the Offer or any matters referred to in this announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser, broker and financial adviser to Kalibrate and no-one else in connection with the Offer and will not be responsible to anyone other than Kalibrate for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the Offer or any matters referred to in this announcement.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Kalibrate Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the 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 United Kingdom.

US shareholders

The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to the applicable provisions of Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934 (the "Exchange Act"), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement. It may be difficult for US holders of Kalibrate Shares to enforce their rights under any claim arising out of the US federal securities laws, since Hanover Bidco and Kalibrate are located outside of the United States, and some of their officers and directors may be resident outside of the United States.

The receipt of cash pursuant to the Offer by a US holder of Kalibrate Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of Kalibrate is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Hanover Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Kalibrate Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK laws and regulations, including the Code, the AIM Rules, and Rule 14e-5 under the Exchange Act to the extent applicable. Any information about any such purchases will be disclosed in accordance with applicable UK laws and regulations, on the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this announcement

A copy of this announcement will be available on the Hanover website at www.hanoverinvestors.com and the Kalibrate website at www.kalibratetech-ir.com. The contents of Hanover's website and Kalibrate's website are not incorporated into and do not form part of this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Gregg Budoi of Kalibrate at 7th floor, St James's Buildings, 79 Oxford Street, Manchester M1 6SS or on [phone], with an address to which the hard copy may be sent. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

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June 21, 2017 11:02 ET (15:02 GMT)