Canterbury Acquisition Limited Updated level of acceptances and squeeze out (0732M)

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RNS Number : 0732M

Canterbury Acquisition Limited

25 July 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 or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE 25 July 2017

Recommended Cash Offer

for

Kalibrate Technologies plc ("Kalibrate")

by

Canterbury Acquisition Limited ("Hanover Bidco")

(an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP)

Further acquisition of Kalibrate Shares, updated level of acceptances

and compulsory acquisition procedure

Introduction

On 13 June 2017, the Boards of Hanover Bidco and Kalibrate announced that they had reached agreement on the terms of a recommended cash offer to be made by Hanover Bidco for the entire issued and to be issued share capital of Kalibrate (the "Offer"). The full terms and conditions and the procedures for acceptance of the Offer are set out in full in the offer document published by Hanover Bidco on 21 June 2017 (the "Offer Document").

On 13 July 2017, Hanover Bidco declared the Offer unconditional in all respects, and the Offer was extended until further notice.

Further acquisition of Kalibrate Shares

On 14 July 2017, Hanover Bidco acquired in the market 2,839,761 Kalibrate Shares (representing 7.64 per cent. of the issued share capital of Kalibrate following the exercise of the options referred to below), at a price of 85.5 pence in cash per Kalibrate Share.

Updated level of acceptances

Further to Kalibrate's announcement on 17 July 2017 regarding the exercise of options held by certain Kalibrate directors and employees and the acceptance of the Offer by such individuals in respect of the newly issued Kalibrate Shares, Hanover Bidco announces that as at 1 pm on 25 July 2017 it had received valid acceptances under the Offer in relation to 30,413,317 Kalibrate Shares (representing 81.85 per cent. of the issued share capital of Kalibrate following the exercise of such options).

In aggregate, as at the date of this announcement, the Hanover Bidco Group has an interest in 36,814,573 Kalibrate Shares (representing 99.08 per cent. of the issued share capital of Kalibrate).

Compulsory acquisition

As referred to in the Offer Document, as Hanover Bidco has now acquired (including through valid acceptances of the Offer) more than 90 per cent. in nominal value of the Kalibrate Shares to which the Offer relates, Hanover Bidco will now commence the procedures available to it under section 979 of the Companies Act to acquire compulsorily all of the outstanding Kalibrate Shares which are not owned by the Hanover Bidco Group. Notice will be sent out in due course to those Kalibrate Shareholders who have not yet accepted the Offer informing them of the compulsory acquisition of their shares by Hanover Bidco.

Procedure for acceptance of the Offer

Kalibrate Shareholders who have not yet accepted the Offer are urged to do so without delay.

1. If you hold Kalibrate Shares in certificated form (i.e. not in CREST) to accept the Offer you should complete, sign and return the Form of Acceptance which accompanied the Offer Document in accordance with paragraph 9(a) of the letter in Part II of the Offer Document and the instructions printed thereon.

2. If you hold Kalibrate Shares in uncertificated form (i.e. in CREST), to accept the Offer you should take (or procure the taking of) the action set out in paragraph 9(b) of the letter in Part II of the Offer Document. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear.

Kalibrate Shareholders who do not accept the Offer will have their Kalibrate Shares compulsorily acquired but will have to wait for the Companies Act process to conclude before receiving their consideration.

The Offer Document and a specimen Form of Acceptance are available on Hanover Bidco's website at www.hanoverinvestors.com and Kalibrate's website at www.kalibratetech-ir.com. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting Capita Asset Services on 0371 664 0321. 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. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

The Offer will remain open for acceptance until the completion of the compulsory acquisition procedure.

General

Terms and expressions used in this announcement shall, unless defined herein or unless the context otherwise requires, have the same meanings as given to them in the Offer Document, a copy of which is available on Hanover Bidco's website at www.hanoverinvestors.com and Kalibrate's website at www.kalibratetech-ir.com.

All percentage figures for interests in Kalibrate Shares are given in this announcement based on an issued share capital of 37,156,043 Kalibrate Shares.

Enquiries:

Hanover Investors Management LLP

   Matthew Peacock                                               Tel: [phone] 

Tom Russell

Fred Lundqvist

Liberum Capital Limited (Financial adviser to Hanover Bidco)

   Neil Patel                                                           Tel: [phone] 

Richard Bootle

Dominik Gotzenberger

Further information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Kalibrate in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or equivalent document.

Any acceptance or other response to the Offer should only be made on the basis of the information contained in the Offer Document and the Form of Acceptance. Kalibrate Shareholders who have not yet accepted the Offer are advised to read the formal documentation in relation to the Offer carefully.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Hanover Bidco and no-one else in connection with the Offer and will not be responsible to anyone other than Hanover Bidco for providing the protections afforded to clients of Liberum, nor for providing advice in relation to the Offer or any matters referred to in this announcement.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Kalibrate Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with English law 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.

Publication of this announcement

A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on www.hanoverinvestors.com and www.kalibratetech-ir.com by no later than 12 noon on the business day following the date of this announcement.

The contents of Hanover Investors' website and Kalibrate's website 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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July 25, 2017 12:19 ET (16:19 GMT)