Densitron Technologies PLC Posting of Scheme Document (7412B)

TIDMDSN TIDMQXT

RNS Number : 7412B

Densitron Technologies PLC

09 October 2015

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

9 October 2015

RECOMMENDED CASH ACQUISITION

for

Densitron Technologies plc ("Densitron Technologies")

by

Quixant plc ("Quixant")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

On 25 September 2015, the boards of Quixant and Densitron Technologies announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Quixant will acquire the entire issued and to be issued ordinary share capital of Densitron Technologies (the "Acquisition"). The Acquisition is intended to be effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Densitron Technologies is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement in relation to the Scheme, an indicative timetable of principal events, notices of the required meetings of Densitron Technologies Shareholders and Voting Scheme Shareholders and details of the action to be taken by each has been published today and is being posted to them.

As described in the Scheme Document, in order to approve the terms of the Acquisition, the Voting Scheme Shareholders will need to vote in favour of the resolution to be proposed at the Court Meeting and Densitron Technologies Shareholders will need to vote in favour of the resolutions to be proposed at the General Meeting. The Scheme will also require the sanction of the Court. Shareholders will shortly also receive the Forms of Proxy required to vote at the Court Meeting and General Meeting. Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to voting.

The Court Meeting and the General Meeting are scheduled to be held at the offices of Bircham Dyson Bell LLP at 50 Broadway, Westminster, London SW1H 0BL on 3 November 2015 with the Court Meeting scheduled to commence at 11.00 a.m. and the General Meeting scheduled to commence at 11.10 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).

Actions to be taken by shareholders are set out within the Scheme Document. Shareholders are asked to complete and return both Forms of Proxy in accordance with the instructions within the Scheme Document as soon as possible, but in any event so as to be received by Densitron Technologies registrars, Capita Asset Services, not later than 48 hours before the relevant meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK). Shareholders who hold Densitron Technologies Shares in CREST may also appoint a proxy using CREST by following the instructions set out within the Scheme Document. If the blue form of proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Chairman of the Court Meeting at the Court Meeting. However, in the case of the General Meeting, if the pink form of proxy is not lodged by the relevant time, it will be invalid.

Subject to the approval of Voting Scheme Shareholders at the Court Meeting and Densitron Technologies Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective on 10 November 2015. The expected timetable of principal events for the implementation of the Acquisition is attached as an Appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

Shareholders should be aware that on completion of the Acquisition, the Company will become a wholly-owned subsidiary of Quixant and Densitron Technologies Shareholders and Voting Scheme Shareholders should note that if the Scheme is approved at the Meetings and the Acquisition completes, trading in the Densitron Technologies Shares will be cancelled. A request has been made to the London Stock Exchange to cancel trading in the Densitron Technologies Shares on AIM at 7.00am on the business day following the Effective Date without seeking the separate approval of Densitron Technologies Shareholders under Rule 41 of the AIM Rules for Companies.

It is also expected that trading of the Densitron Technologies shares on AIM will be suspended at 7:30 a.m. on 10 November 2015. Following the AIM cancellation, Densitron Technologies Shares will not be quoted on any publicly quoted market in the United Kingdom or elsewhere.

Share certificates in respect of Densitron Technologies Shares will cease to be valid and should be destroyed upon the Scheme taking effect. In addition, entitlements held within CREST to Densitron Technologies Shares will be cancelled upon, or shortly after, the Scheme taking effect. As soon as possible after completion of the Acquisition, it is intended that Densitron Technologies will be re-registered as a private limited company.

If Densitron Technologies Shareholders have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the forms of proxy, they are encouraged to call Capita Asset Services on 0371 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK. 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 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot give any legal, tax or financial advice or advice on the merits of the Scheme.

Copies of this announcement and the Scheme Document will be available for inspection free of charge, subject to certain restrictions relating to persons in certain overseas jurisdictions, on the Densitron Technologies website at http://www.densitron.com up to and including the Effective Date. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Capitalised terms used in this announcement (including the Appendix) but not defined have the same meaning as in the Scheme Document.

 
 For further information or enquiries please contact: 
  Quixant plc                                               Tel: [phone] 
  Nick Jarmany, Chief Executive Officer 
  Jon Jayal, General Manager 
 
  finnCap Ltd (financial adviser to Quixant)                Tel: [phone] 
                                                             0500 
  Matt Goode (Corporate Finance) 
  Grant Bergman (Corporate Finance) 
   Simon Johnson (Corporate Broking) 
  Malar Velaigam (Institutional Sales) 
 
  Alma PR (public relations adviser to Quixant) 
  John Coles                                                Tel: [phone] 
                                                             660 
  Hilary Buchanan                                           Tel: [phone] 
                                                             218 
 
  Densitron Technologies plc                                Tel: [phone] 
                                                             4200 
  Grahame Falconer, Chief Executive Officer 
  Tim Pearson, Group Finance Director 
 
  Westhouse Securities Limited (financial and               Tel: [phone] 
   nominated adviser and broker to Densitron Technologies)   6100 
  Robert Finlay 
  Alastair Stratton 
   David Coaten 
  IFC Advisory PR (adviser to Densitron Technologies)       Tel: [phone] 
   Tim Metcalfe, Managing Director                           8671 
  IMPORTANT NOTICES 
  finnCap Ltd, which is authorised and regulated in the United 
  Kingdom by the Financial Conduct Authority, is acting as financial 
  adviser to Quixant and no one else in connection with the matters 
  referred to in this Announcement. In connection with these 
  matters, finnCap, its affiliates and their respective directors, 
  officers, employees and agents will not regard any other person 
  as their client, nor will they be responsible to anyone other 
  than Quixant for providing the protections afforded to the 
  clients of finnCap nor for providing advice in relation to 
  the matters referred to in this Announcement. 
  Westhouse Securities Limited, which is authorised and regulated 
  by the Financial Conduct Authority in the United Kingdom, is 
  acting exclusively for Densitron Technologies as financial 
  adviser, nominated adviser and broker and no one else in connection 
  with the matters referred to in this Announcement and will 
  not be responsible to anyone other than Densitron Technologies 
  for providing the protections afforded to clients of Westhouse 
  Securities Limited, or for providing advice in connection with 
  the Acquisition or any other matter referred to in this Announcement. 
  This Announcement has been prepared for the purpose of complying 
  with the laws of England and Wales, the Code, the Disclosure 
  and Transparency Rules of the FCA, the AIM Rules and the rules 
  of the London Stock Exchange 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 England and Wales. 
 
  This Announcement is for information purposes only and does 
  not constitute an offer to sell or an invitation to purchase 
  any securities or the solicitation of an offer to buy any securities, 

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  pursuant to the Acquisition or otherwise. The Acquisition will 
  be made solely by means of the Scheme Document or any document 
  by which the Acquisition is made which will contain the full 
  terms and conditions of the Acquisition, including details 
  of how to vote in respect of the Scheme. Any decision in respect 
  of, or other response to, the Acquisition should be made only 
  on the basis of the information contained in the Scheme Document. 
  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. Persons 
  who are not resident in the United Kingdom or who are subject 
  to other jurisdictions should inform themselves of, and observe, 
  any applicable requirements. Further details in relation to 
  overseas shareholders will be contained in the Scheme Document. 
  US investors in Densitron Technologies 
  The Acquisition relates to shares of a UK company and is proposed 
  to be effected by means of a scheme of arrangement under the 
  laws of England and Wales. A transaction effected by means 
  of a scheme of arrangement is not subject to the proxy solicitation 
  or tender offer rules under the US Securities Exchange Act 
  of 1934. Accordingly, the Scheme is subject to the disclosure 
  requirements, rules and practices applicable in the United 
  Kingdom to schemes of arrangement, which differ from the requirements 
  of the US proxy solicitation and tender offer rules. However, 
  if Quixant were to elect to implement the Acquisition by means 
  of a Takeover Offer, such Takeover Offer will be made in compliance 
  with all applicable laws and regulations, including the US 
  tender offer rules, to the extent applicable. 
  Restricted Jurisdictions 
  Unless otherwise determined by Quixant or required by the Code, 
  and permitted by applicable law and regulation, the Acquisition 
  will not be made available, directly or indirectly, in, into 
  or from a Restricted Jurisdiction where to do so would violate 
  the laws in that jurisdiction and no person may vote in favour 
  of the Acquisition by any such use, means, instrumentality 
  or form within a Restricted Jurisdiction or any other jurisdiction 
  if to do so would constitute a violation of the laws of that 
  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. Copies of this Announcement 
  and all documents relating to the Acquisition are not being, 
  and must not be, directly or indirectly, mailed or otherwise 
  forwarded, distributed or sent in, into or from a Restricted 
  Jurisdiction where to do so would violate the laws in that 
  jurisdiction, and persons receiving this Announcement and all 
  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. 
  The availability of the Acquisition to Densitron Technologies 
  Shareholders who are not resident in the United Kingdom may 
  be affected by the laws of the relevant jurisdictions in which 
  they are resident. Persons who are not resident in the United 
  Kingdom should inform themselves of, and observe, any applicable 
  requirements. 
 
  Cautionary Note Regarding Forward Looking Statements 
  This Announcement contains statements that are or may be deemed 
  to be forward looking with respect to the financial condition, 
  results of operations and business of Densitron Technologies 
  and certain plans and objectives of the Densitron Technologies 
  Board and the Quixant Board accordingly. These forward looking 
  statements can be identified by the fact that they are prospective 
  in nature and do not relate to historical or current facts. 
  These estimates are based on assumptions and assessments made 
  by the Densitron Technologies Board or Quixant in light of 
  their experience and their perception of historical trends, 
  current conditions, expected future developments and other 
  factors they believe appropriate. 
  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", "synergy", "cost-saving", "projects", 
  "goal" or "strategy" 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, 
  synergies, economic performance, indebtedness, financial condition, 
  dividend policy, losses and future prospects; (ii) business 
  and management strategies and the expansion and growth of Quixant's 
  or Densitron Technologies' operations and potential synergies 
  resulting from the Acquisition; and (iii) the effects of government 
  regulation on Quixant's or Densitron Technologies' business. 
  These forward looking statements are made as at the date of 
  this Announcement and are not guarantees of future financial 
  performance. Except as expressly provided in this Announcement, 
  they have not been reviewed by the auditors of Quixant or Densitron 
  Technologies. 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. 
  Due to such uncertainties and risks, readers 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 Quixant 
  or Densitron Technologies 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. Quixant or Densitron Technologies disclaim 
  any obligation to update any forward looking or other statements 
  contained herein, except as required by applicable law. 
  Dealing 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 Densitron Technologies 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) Densitron Technologies 
  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 p.m. (London time) on the 10th Business 
  Day following the commencement of the offer period and, if 
  appropriate, by no later than 3.30 p.m. (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 Densitron Technologies 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 Densitron Technologies or of any securities exchange 
  offeror(s) must make a Dealing Disclosure if the person deals 
  in any relevant securities of Densitron Technologies 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) Densitron 
  Technologies and (ii) any securities exchange offeror(s), save 
  to the extent that these details have previously been disclosed 
  under Rule 8 of the Code. A Dealing Disclosure by a person 
  to whom Rule 8.3(b) of the Code applies must be made by no 
  later than 3.30 p.m. (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 Densitron Technologies 
  or a securities exchange offeror, they will be deemed to be 
  a single person for the purpose of Rule 8.3 of the Code. 
  Opening Position Disclosures must also be made by Densitron 
  Technologies and by any offeror and Dealing Disclosures must 
  also be made by Densitron Technologies, by any offeror(s) and 
  by any persons acting in concert with any of them (see Rules 
  8.1, 8.2 and 8.4 of the Code). 
  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. 

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