Optos plc Court sanction of scheme of arrangement (6203N)

TIDMOPTS

RNS Number : 6203N

Optos plc

19 May 2015

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

FOR IMMEDIATE RELEASE

19 May 2015

RECOMMENDED CASH OFFER

FOR OPTOS PLC

By

NIKON CORPORATION

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Court sanction of scheme of arrangement

Optos plc (Optos) refers to the recommended cash offer for Optos by Nikon Corporation (Nikon) pursuant to which Nikon will acquire all of the issued and to be issued share capital of Optos (the Transaction) to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (Scheme).

Optos is pleased to announce that the Court of Session in Edinburgh (the Court) has, today, made an order sanctioning the Scheme.

Completion of the Transaction remains subject to the confirmation of the Capital Reduction by the Court. The Court hearing to confirm the Capital Reduction is expected to take place on 22 May 2015. It is expected that trading in Optos Shares on the London Stock Exchange's main market for listed securities and the listing of Optos Shares on the Official List will be suspended with effect from 7:30 a.m. (UK time) on 22 May 2015, that the Scheme will become effective on 22 May 2015, and that the delisting of Optos Shares from the Official List and the cancellation of admission to trading of Optos Shares on the London Stock Exchange will take place by no later than 8:00 a.m. (UK time) on 26 May 2015.

Timetable

The expected timetable of principal events for the implementation of the Transaction is set out in the Scheme Document, which was posted to Optos Shareholders on 27 March 2015 (the Scheme Document). The dates set out in the Scheme Document are indicative only and will depend, among other things, on the dates on which the Court confirms the Capital Reduction. If any of the key dates set out in the timetable change, Optos will give notice of this change by issuing an announcement via a Regulatory Information Service.

Other

Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document.

Enquiries:

 
 Nikon                                  Optos 
  Kazuo Ushida, President                Roy Davis, CEO 
  Junichi Itoh, CFO                      Robert Kennedy, CFO 
  Yosuke Toyoda, Investor Relations      Tel: [phone] 
  Tel: + 81 3 6433 3600 
 Goldman Sachs International            Evercore (Lead financial adviser 
  (Financial adviser to Nikon)           to Optos) 
  Nimesh Khiroya                         Julian Oakley / Alan Beirne 
  Tel: [phone]              Tel: [phone] 
  Yoshihiko Yano 
  Tel: [phone] 
                                        Numis Securities (Corporate 
                                         broker and joint financial adviser 
                                         to Optos) 
                                         Michael Meade / James Black 
                                         Tel: [phone] 
                                        Peel Hunt (Corporate broker 
                                         and joint financial adviser 
                                         to Optos) 
                                         Clare Terlouw / James Steel 
                                         / Jock Maxwell Macdonald 
                                         Tel: [phone] 
                                        FTI Consulting 
                                         Ben Atwell / Mo Noonan / Simon 
                                         Conway 
                                         Tel: [phone] 
 

Further information

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as lead financial adviser exclusively for Optos and no one else in connection with the Transaction and the other matters referred to in this announcement, and will not regard any other person as its client in relation to the Transaction and the other matters referred to in this announcement and will not be responsible to anyone other than Optos for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the Transaction or the other matters referred to in this announcement.

Numis Securities Limited ("Numis") is authorised and regulated by the Financial Conduct Authority. Numis is acting as joint corporate broker and joint financial adviser to Optos and no one else in connection with the Transaction and the other referred to in this announcement and will not regard any other person as its client in relation to the Transaction or any other matters referred to in this announcement and will not be responsible to anyone other than Optos for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Transaction or any other matter referred to in this announcement.

Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the Financial Conduct Authority. Peel Hunt is acting as joint corporate broker and joint financial adviser to Optos and no one else in connection with the Transaction and the other matters referred to in this announcement and will not regard any other person as its client in relation to the Transaction or any other matters referred to in this announcement and will not be responsible to anyone other than Optos for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the Transaction or any other matter referred to in this announcement.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Nikon and no one else in connection with the Transaction and the other matters referred to in this announcement. In connection with the Transaction and any other such matters, Goldman Sachs International, its affiliates (including Goldman Sachs Japan Co., Ltd.) and its and their respective partners, directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Nikon for providing the protections afforded to their clients or for giving advice in connection with the Transaction or any other matter referred to herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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 Transaction or otherwise. The Transaction will be effected solely through the Scheme Document, which contains the full terms and conditions of the Transaction, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response or action in respect of the Transaction should be made only on the basis of the information contained in the Scheme Document. Optos and Nikon urge Optos Shareholders to read the Scheme Document carefully because it contains important information relating to the Transaction.

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 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.

Website publication

A copy of this announcement will (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) be made available free of charge on Nikon's website at http://www.nikon.com/news (English language) or http://www.nikon.co.jp/news/ (Japanese language) and on Optos' website at http://www.optos.com by no later than 12 noon on 20 May 2015. The contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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