Kalibrate Technologies plc Notice of proposed cancellation of trading on AIM (9877K)

TIDMKLBT

RNS Number : 9877K

Kalibrate Technologies plc

13 July 2017

13 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 OF SUCH JURISDICTION

Kalibrate Technologies plc

("Kalibrate", the "Company" or the "Group")

Notice of proposed cancellation of trading on AIM

Kalibrate Technologies plc (AIM: KLBT), the provider of strategy and technology services to the global fuel and convenience retail industry, notes the announcement today by Canterbury Acquisition Limited ("Hanover Bidco") in relation to the offer by Hanover Bidco to acquire the entire issued and to be issued ordinary share capital of Kalibrate not already owned by the Hanover Bidco Group (the "Offer").

The Company notes from such announcement that, following the Offer becoming unconditional in all respects and Hanover Bidco having acquired or received valid acceptances in respect of Kalibrate Shares under the Offer representing in aggregate over 75 per cent. of the total voting rights of Kalibrate as at the First Closing Date, Hanover Bidco intends to seek to procure the cancellation of the admission of Kalibrate Shares to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange") as soon as possible (the "Delisting").

Therefore, the Company hereby gives notice to Shareholders that it has applied to the London Stock Exchange for the Delisting. With the consent of the London Stock Exchange, the Delisting will be carried out without the requirement for a resolution of shareholders approving such delisting pursuant to Rule 41 of the AIM Rules. It is expected that the Delisting will take effect by no later than 7.00am (London time) on 11 August 2017 (the "Delisting Date"), following which dealings on AIM in Kalibrate Shares will cease, and a further announcement will be made at that time.

The Delisting will significantly reduce the liquidity and marketability of any Kalibrate Shares not acquired by Hanover Bidco and the Kalibrate Board therefore recommends those Kalibrate Shareholders who have not already accepted the Offer to accept the Offer as soon as possible. The procedure for acceptance of the Offer is set out in the offer document published by Hanover Bidco on 21 June 2017 (the "Offer Document").

Unless otherwise defined herein, capitalised terms in this announcement have the meaning given to them in the Offer Document, a copy of which can be found at http://www.kalibratetech-ir.com.

 
Kalibrate Technologies plc         via FTI Consulting, 
                                    LLP 
Bob B Stein, Jr. Chief Executive 
 Officer 
Gregg R Budoi, Chief Financial 
 Officer 
 
N+1 Singer Advisory LLP            [phone] 
Shaun Dobson / Alex Price / 
 James Hopton 
 
FTI Consulting, LLP                [phone] 
Matt Dixon / Chris Lane / Emma 
 Appleton / Elena Kalinskaya 
 

About Kalibrate

For over 20 years, Kalibrate (LSE: KLBT) has advised fuel and convenience retailers throughout the world on how to be best-in-class operators in the fast changing marketplace. Kalibrate's global footprint and local presence are the result of a merger between two market leaders: KSS Fuels, the forerunner in fuel pricing automation, and MPSI, recognized leaders of retail location intelligence. Clients gain fuller visibility, truer insight and more effective control over what matters most-what Kalibrate calls Your Adaptive Edge(TM).

Headquartered in Manchester, United Kingdom and Florham Park, New Jersey, Kalibrate has centers of excellence in Mumbai, India; Tulsa, Oklahoma; and Melbourne, Australia as well as offices in 10 other countries. For more information, visit kalibrate.com.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and broker to Kalibrate and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Kalibrate for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

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 AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER HAS BEEN MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF KALIBRATE SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY.

Overseas Kalibrate Shareholders

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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 Offer is not being made directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

Publication of this Announcement

Neither the content of Kalibrate's website nor the content of any websites accessible from hyperlinks on Kalibrate's website or contained in this Announcement is incorporated into, or form part of, this Announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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(END) Dow Jones Newswires

July 13, 2017 05:54 ET (09:54 GMT)