Dealertrack Technologies Offer unconditional in all respects (8447B)

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RNS Number : 8447B

Dealertrack Technologies

12 January 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES AND ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

12 January 2015

For immediate release

RECOMMENDED CASH OFFER

FOR

INCADEA PLC ("incadea")

BY

DEALERTRACK TECHNOLOGIES, INC. ("Dealertrack")

OFFER UNCONDITIONAL IN ALL RESPECTS

Summary

On 18 December 2014, the Boards of Dealertrack and incadea announced that they had reached agreement on the terms of a recommended cash offer to be made by Dealertrack for the entire issued and to be issued share capital of incadea (the "Offer"). The full terms of, and conditions to, the Offer together with the procedures for acceptance were set out in the Offer Document posted to incadea Shareholders on 19 December 2014.

The Board of Dealertrack is pleased to announce that the Acceptance Condition has been satisfied and all of the other conditions to the Offer have now been satisfied or waived. Accordingly, the Offer is unconditional in all respects.

As Dealertrack is now interested in more than 75% of the issued share capital of incadea, Dealertrack intends to procure that incadea applies to AIM for the cancellation of trading in incadea Shares on AIM.

Following such cancellation, Dealertrack also intends to procure that incadea re-registers from a public limited company to a private limited company under the relevant provisions of the Jersey (Companies) Law 1991.

The Offer will remain open for acceptances until further notice. At least 14 days' notice will be given prior to the closing of the Offer to those incadea Shareholders who have not then accepted the Offer.

Level of acceptances

As at 1.00 p.m. (London time) on 9 January 2015, valid acceptances of the Offer had been received in respect of 61,192,228 incadea Shares (representing approximately 98.13 per cent of the issued share capital of incadea), which Dealertrack may count towards the satisfaction of the Acceptance Condition to the Offer.

Prior to making the Offer, Dealertrack obtained irrevocable undertakings to accept the Offer from certain incadea Shareholders (including from the incadea Directors who hold interests in incadea Shares) in respect of 34,995,283 incadea Shares, representing, in aggregate, approximately 56.1 per cent. of the existing issued share capital of incadea. As at 1.00 p.m. (London time) on 9 January 2015, valid acceptances had been received in respect of all incadea Shares subject to irrevocable undertakings.

The percentages of incadea Shares referred to in this announcement are based upon a figure of 62,356,759 incadea Shares in issue at 1.00 p.m. (London time) on 9 January 2015.

Procedure for acceptance of the Offer

incadea Shareholders who have not yet accepted the Offer are urged to do so without delay and in accordance with the following:

-- To accept the Offer in respect of incadea Shares in certificated form (that is, not in CREST), incadea Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it and in accordance with paragraph 12.1 of the Letter from the Chairman and Chief Executive Officer of Dealertrack set out in Part II of the Offer Document and return it (along with any appropriate share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only) as soon as possible to Capita Asset Services.

-- To accept the Offer in respect of incadea Shares in uncertificated form (that is, in CREST), incadea Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in paragraph 12.2 of the Letter from the Chairman and Chief Executive Officer of Dealertrack set out in Part II of the Offer Document so that a TTE Instruction settles as soon as possible.

An incadea Shareholder who has any questions about the Offer, or who is in any doubt as to how to complete the Form of Acceptance or make an Electronic Acceptance should contact Capita Asset Services on 0871 664 0321 from within the UK or on [phone] if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Settlement of consideration

The consideration to which any incadea Shareholder is entitled under the Offer will be settled (i) in the case of valid acceptances received by 1.00 p.m. (London time) on 9 January 2015, on or before 23 January 2015; and (ii) in the case of valid acceptances received after 1.00 p.m. (London time) on 9 January 2015, but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Compulsory acquisition, cancellation of trading on AIM and re-registration as a private company

As set out in the Offer Document, given that Dealertrack has received sufficient acceptances under the Offer such that Dealertrack holds more than 75 per cent. of the voting rights of incadea, Dealertrack intends, subject to the requirements of the AIM Rules, to procure that incadea makes an application to the London Stock Exchange for the cancellation of the admission to trading of incadea Shares on AIM on 20 business days' notice. Subject to the cancellation of admission to trading of incadea, Dealertrack also intends to procure that incadea re-registers from a public limited company to a private limited company under the relevant provisions of the Jersey (Companies) Law 1991.

The cancellation of the admission to trading on AIM of the incadea Shares will significantly reduce the liquidity and marketability of any incadea Shares in respect of which acceptances of the Offer that are not submitted.

As valid acceptances have now been received by Dealertrack under the Offer in respect of more than 90 per cent. of the incadea Shares to which the Offer relates, Dealertrack has the right to issue compulsory acquisition notices to incadea Shareholders who do not accept the Offer in accordance with the provisions of sections 117 and 118 of the Jersey (Companies) Law 1991 (the "Compulsory Acquisition"). Accordingly, Dealertrack will shortly be posting statutory notices under section 117 of the Jersey (Companies) Law 1991 to any incadea Shareholders who have not validly accepted the Offer, informing such incadea Shareholders that it will compulsorily acquire their incadea Shares under the provisions of sections 117 and 118 of the Jersey (Companies) Law 1991. Dealertrack will make a further announcement in relation to the progress of the Compulsory Acquisition in due course.

Further information

Save for the interests disclosed in this announcement and the valid acceptances which have been received, as at 1.00 p.m. (London time) on 9 January 2015, being the last practicable date prior to the date of this announcement, neither Dealertrack nor any of the directors of Dealertrack nor (as far as Dealertrack is aware) any person acting in concert with Dealertrack, is interested in, or has any rights to subscribe for any relevant securities of incadea, or has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of incadea. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of incadea and any borrowing or lending of any relevant securities of incadea which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of incadea.

Capitalised terms used in this announcement have the meanings ascribed to them in the Offer Document dated 19 December 2014.

Hard copies of the Offer Document and the Form of Acceptance are available (during normal business hours) by writing to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling Capita Asset Services on 0871 664 0321 from within the UK or [phone] if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. The helpline cannot provide advice on the merits of the Offer.

In accordance with Rule 30.4 of the City Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the websites of Dealertrack at www.dealertrack.com and incadea at www.incadea.com until the end of the Offer. For the avoidance of doubt, the contents of the websites referred to above are not incorporated into and do not form part of this announcement.

Enquiries

 
 Dealertrack Technologies, Inc.                Tel: [phone] 
  Paul Rybecky (Investor Relations) 
 Evercore (Financial Adviser to Dealertrack)   Tel: [phone] 
  Edward Banks 
  Tiarnán O'Rourke 
 

This announcement is for informational purposes only and is not intended to and does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer has been made solely by means of the Offer Document (together with, in the case of incadea Shares in certificated form, the Form of Acceptance), which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. incadea Shareholders should carefully read the Offer Document (and, if they hold their incadea Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Dealertrack and no one else in connection with the Offer and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Dealertrack for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this announcement, any statement contained herein or otherwise.

Overseas Shareholders

The ability of incadea Shareholders who are not resident in and citizens of the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the laws of Jersey, the AIM Rules, the rules of the London Stock Exchange and the City 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 any jurisdiction outside the United Kingdom.

Copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction.

Notice to US holders of incadea Shares

The Offer has been made for the securities of a Jersey company and is subject to UK disclosure requirements, which are different from those of the United States. The financial information on incadea which is included in the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The receipt of cash pursuant to the Offer by a US holder of incadea 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 holder of incadea Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

The Offer has been made in accordance with the requirements of the City Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Offer, or passed comment upon the adequacy or completeness of the Offer Document. Any representation to the contrary is a criminal offence.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one 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 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 tenth 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 one 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 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables in the Offer Document may vary slightly and figures shown as totals in certain tables in the Offer Document may not be an arithmetic aggregation of the figures that precede them.

This information is provided by RNS

The company news service from the London Stock Exchange

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