Sepura PLC Scheme of arrangement becomes effective (1244G)

TIDMSEPU

RNS Number : 1244G

Sepura PLC

24 May 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

24 May 2017

RECOMMENDED 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

Scheme of arrangement becomes effective

On 22 May 2017, the boards of Sepura plc ("Sepura") and Hytera Communications Corporation Limited ("Hytera") announced that the High Court of Justice in England and Wales had sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended cash offer made by Project Shortway Limited ("Bidco"), a wholly-owned subsidiary of Hytera, for the entire issued and to be issued share capital of Sepura (the "Acquisition") is being implemented.

Sepura and Hytera today 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 Sepura is now owned by Bidco.

Each Scheme Shareholder whose name appeared in the register at the Scheme Record Time, being 6.00 p.m. on 23 May 2017, will receive 20 pence in cash for each Scheme Share held (the "Consideration"). The Consideration will be settled by or on behalf of Bidco within 14 days of the date of this announcement. Full settlement details, including those relating to Scheme Shares issued under the Sepura Share Schemes, are set out in the scheme document published on 16 January 2017 in relation to the Acquisition (the "Scheme Document").

Dealings in Sepura Shares on the London Stock Exchange's main market for listed securities and the listing of Sepura Shares on the premium listing segment of the Official List of the UK Listing Authority have each been suspended. Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the delisting of Sepura Shares from the premium listing segment of the Official List of the UK Listing Authority and the cancellation of the admission to trading of Sepura Shares on the London Stock Exchange's main market for listed securities, which are expected to take place at 8.00 a.m. tomorrow, 25 May 2017.

Full details of the Acquisition are set out in the Scheme Document. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

Enquiries:

Sepura

David Barrass (Interim Chief Executive Officer) Tel: [phone]

Richard Smith (Chief Financial Officer)

Peter Connor (Investor Relations)

Lazard (Financial adviser to Sepura)

Cyrus Kapadia Tel: [phone]

Nicholas Page

Liberum (Corporate broker to Sepura)

Steve Pearce Tel: [phone]

Jonathan Wilkes-Green

Instinctif Partners (Public relations adviser to Sepura)

Adrian Duffield Tel: [phone]

Kay Larsen

Chantal Woolcock

Hytera

Nuo Xu (Chief Investment Officer) Tel: [phone]

Zhiyong Tian (Securities Affairs Representative)

Smith Square Partners (Financial adviser to Hytera and Bidco)

Jonathan Coddington Tel: [phone]

Jade Jack

Important Information

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.

Smith Square Partners LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Hytera and Bidco and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Hytera and Bidco for providing the protections afforded to clients of Smith Square Partners, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Smith Square Partners 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 Smith Square Partners in connection with this announcement, any statement contained herein or otherwise.

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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May 24, 2017 07:40 ET (11:40 GMT)