Sepura PLC Posting of the Scheme Document (1899U)

TIDMSEPU

RNS Number : 1899U

Sepura PLC

16 January 2017

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 SUCH JURISDICTION

For immediate release

16 January 2017

RECOMMED CASH OFFER

for

SEPURA PLC

by

Project Shortway Limited, a wholly-owned subsidiary of

HYTERA COMMUNICATIONS CORPORATION LIMITED

to be effected

by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

Posting of the Scheme Document

On 16 December 2016, the boards of Hytera Communications Corporation Limited ("Hytera") and Sepura plc ("Sepura" or the "Company") announced that they had reached agreement on the terms of a recommended cash offer to be made by Project Shortway Limited ("Bidco") (a wholly-owned subsidiary of Hytera) for the entire issued and to be issued ordinary share capital of Sepura (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

The board of Sepura announces that it is today posting to Sepura Shareholders a circular in relation to the Acquisition (the "Scheme Document"), together with the Forms of Proxy for the Court Meeting and the General Meeting. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Sepura Shareholders. Sepura will also be posting details of the proposals being made to participants in the Sepura Share Schemes to such participants.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this announcement and the Scheme Document will be available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Sepura's website at www.sepura.com and Hytera's website at www.hytera.com up to and including the Effective Date. The contents of Sepura's website are not incorporated into, and do not form part of, this announcement.

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective the Scheme requires, amongst other things, that the required majority of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the required majority of Sepura Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting.

Notices of the Court Meeting and the General Meeting, each of which will be held at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG, on 9 February 2017 are set out in the Scheme Document. The Court Meeting will start at 10:00 a.m. (London Time) and the General Meeting at 10:15 a.m. (London Time) (or as soon thereafter as the Court Meeting shall have been concluded or adjourned). Forms of Proxy for use at such meetings are enclosed with the Scheme Document.

If the Scheme is approved by the Scheme Shareholders, the Special Resolution is approved by Sepura Shareholders, the Court sanctions the Scheme, all other Conditions to the Acquisition are satisfied or (if capable of waiver) waived and the Scheme becomes Effective in accordance with its terms, then, under the anticipated timetable, it is expected that dealings in Sepura Shares will be suspended at 5.00 p.m. on 17 February 2017, the Scheme will become Effective on 20 February 2017 and the cancellation of the listing of the Sepura Shares on the premium listing segment of the Official List and the cancellation of trading of the Sepura Shares on the London Stock Exchange's main market for listed securities will take effect by 8.00 a.m. on 21 February 2017. Further details of the expected timetable of principal events are set out below and in the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not they intend to attend the Court Meeting and/or the General Meeting, Sepura Shareholders are strongly urged to complete, sign and return their Forms of Proxy (once received), or deliver their voting instructions by one of the other methods set out in the Scheme Document, as soon as possible.

Timetable

The current expected timetable of principal events for the implementation of the Scheme is set out in the Scheme Document and repeated below.

Expected Timetable of Principal Events

The following indicative timetable sets out the expected dates for implementation of the Acquisition.

All times shown are London times unless otherwise stated. All dates and times are based on Sepura's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Sepura Shareholders by announcement through a Regulatory Information Service.

 
 Event                                            Expected time/date 
 Latest time for receipt of Forms 
  of Proxy for: 
           Court Meeting (blue form)              10.00 a.m. on 7 February 2017(1) 
           General Meeting (yellow form)          10.15 a.m. on 7 February 2017(2) 
 Voting Record Time                               6.30 p.m. on 7 February 2017(3) 
 Court Meeting                                    10.00 a.m. on 9 February 2017 
 General Meeting                                  10.15 a.m. on 9 February 2017(4) 
 The following dates are provided by way of indicative guidance 
  only. They are subject to change and will depend, among other 
  things, on the date on which the Conditions are satisfied or, 
  if capable of waiver, waived and on the dates on which the Regulatory 
  Clearances are satisfied or waived, the PRC Regulatory Clearances 
  are satisfied, the Court sanctions the Scheme and the Court 
  Order is delivered to the Registrar of Companies. Sepura will 
  give adequate notice of all of these dates, when known, by issuing 
  an announcement through a Regulatory Information Service. Further 
  updates or changes to other times or dates indicated below shall, 
  at Sepura's discretion, be notified in the same way. 
 Court Hearing                                    16 February 2017 
 Last day of dealings in and for                  17 February 2017 
  the registration of transfers 
  of Sepura Shares 
 Suspension of dealings in Sepura                 5.00 p.m. on 17 February 2017 
  Shares 
 Scheme Record Time                               6.00 p.m. on 17 February 2017 
 Expected Effective Date of the                   20 February 2017 
  Scheme 
 Cancellation of trading in Sepura                By 8.00 a.m. on 21 February 2017 
  Shares 
 Latest date for despatch of cheques/settlement   Within 14 days of the Effective 
  through CREST                                    Date 
 Long Stop Date, being the latest                 30 June 2017(5) 
  date by which the Scheme must 
  be implemented 
 

The Court Meeting and the General Meeting will both be held at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG, on 9 February 2017.

____________________________

Notes

(1) It is requested that the blue Form of Proxy for the Court Meeting be lodged by 10.00 a.m. on 7 February 2017 or, in the case of adjournment(s), not later than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting, and, in each case, in accordance with the instructions on the blue Form of Proxy. However, if not so lodged, blue Forms of Proxy (together with any such authority, if applicable) may be handed to a representative of Sepura's registrars, Equiniti, on behalf of the chairman of the Court Meeting, or to the chairman of the Court Meeting before the start of the Court Meeting.

(2) The yellow Form of Proxy for the General Meeting must be lodged by 10.15 a.m. (London time) on 7 February 2017 or, in the case of adjournment(s), not later than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting).

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. (London time) on the date which is two Business Days before the date set for such adjourned Meeting.

   (4)           Or as soon thereafter as the Court Meeting shall have concluded or adjourned. 

(5) The latest date by which the Scheme must be implemented may be extended by agreement between Sepura, Bidco and Hytera with the prior consent of the Panel and (if required) the approval of the Court.

Shareholder Helpline

If you have any questions in relation to the Scheme Document, the Meetings, or the completion and return of the Forms of Proxy, please telephone Equiniti between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0371 384 2050 from within the UK or [phone] if calling from outside the UK. Calls to [phone] will be charged at national or international rates as the case may be. Please note that calls may be recorded or monitored for security and training purposes.

The Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme, nor give any financial, legal or tax advice.

Enquiries:

 
 Sepura                                                    Tel: [phone] 
                                                            000 
  David Barrass (Interim Chief Executive 
  Officer) 
  Richard Smith (Chief Financial Officer) 
  Peter Connor (Investor Relations) 
 Lazard (Financial adviser to Sepura)                      Tel: [phone] 
 
  Cyrus Kapadia 
  Nicholas Page 
 Liberum (Corporate broker to Sepura)                      Tel: [phone] 
 
  Steve Pearce 
  Steve Tredget 
 Instinctif Partners (Public relations                     Tel: [phone] 
  adviser to Sepura) 
 
  Adrian Duffield 
  Kay Larsen 
  Chantal Woolcock 
 

Lazard & Co., Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Sepura and no one else in connection with the Acquisition and will not be responsible to anyone other than Sepura for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as corporate broker to Sepura and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Sepura for providing the protections afforded to clients of Liberum nor for providing advice in relation to the matters referred to in this announcement.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition.

This announcement has been prepared for the purpose of complying with English law, the Listing Rules 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.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Overseas shareholders

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Sepura Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Sepura Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the 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 and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Hytera will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Hytera were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Hytera and no one else. In addition to any such Takeover Offer, Hytera, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Sepura outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Forward-looking statements

This announcement may contain certain "forward-looking statements" with respect to Hytera, Bidco or Sepura. 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 or terms of similar meaning or the negative thereof. 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 the Hytera Group or the Sepura Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of the Hytera Group or the Sepura Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Hytera, Bidco or Sepura or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. 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. Hytera, Bidco and Sepura assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for Hytera or Sepura respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Hytera or Sepura respectively.

Publication on website, the National Storage Mechanism and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Hytera's website at www.hytera.com and Sepura's website at www.sepura.com by no later than 12.00 noon on the Business Day following this announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement. A copy of the Scheme Document will also be submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM

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 Lazard on [phone]. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. 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 Acquisition should be in hard copy form.

Information relating to Sepura Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Sepura Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sepura may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm 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 per cent. 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, 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 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 Takeover 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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January 16, 2017 02:00 ET (07:00 GMT)