Mediwatch PLC Posting of Scheme Document (2771U)

TIDMMDW

RNS Number : 2771U

Mediwatch PLC

29 November 2013

Mediwatch plc

Posting of Scheme Document, Notices of the Court Meeting and General Meeting, Timetable and cancellation of trading on AIM

Posting of Scheme Document

29 November 2013

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

Further to the announcement made by Laborie and Mediwatch on 18 November 2013 under Rule 2.7 of the City Code regarding a recommended acquisition (the "Acquisition") of the entire issued and to be issued share capital of Mediwatch, to be effected by means of a scheme of arrangement of Mediwatch under Part 26 of the Companies Act 2006 (the "Scheme"), the Board of Mediwatch announces that a circular relating to the Scheme (the "Scheme Document"), containing further information about the Acquisition, the full terms and conditions of the Scheme, an explanatory statement (in compliance with section 897 of the Companies Act 2006) and notices of the Court Meeting and the General Meeting, has been posted to Mediwatch Shareholders today. The Scheme Document is available on Mediwatch's website at www.mediwatch.com/en/shareholder-information.

Notices of the Court Meeting and General Meeting

The Scheme will require the approval of Mediwatch Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting, and then the approval of the Court.

Mediwatch Shareholders will receive the Scheme Document, which also sets out the notices convening the Court Meeting and the General Meeting together with a blue Form of Proxy for use in connection with the Court Meeting and a white Form of Proxy for use in connection with the General Meeting.

The Court Meeting will take place on 23 December 2013 at 10.00 a.m. and the General Meeting will take place at 10.15 a.m. on 23 December 2013 (or as soon thereafter as the Court Meeting shall have been concluded or been adjourned), at the offices of Field Fisher Waterhouse LLP, 35 Vine Street, London EC3N 2PX, to allow Mediwatch Shareholders to vote on the resolutions required to approve and implement the Scheme. A full description of the terms and conditions of the Scheme and the actions to be taken by Mediwatch Shareholders is set out in the Scheme Document.

Completion of the Acquisition is conditional upon, amongst other things, approval of the Scheme by Mediwatch Shareholders at the Court Meeting and completion of the Court process as further set out in the Scheme Document. Subject to satisfaction or (where applicable) waiver of the Conditions, the Scheme is expected to become effective on 27 January 2014.

In view of the new employment arrangements with Philip Stimpson, which are described in more detail in the Scheme Document, the Mediwatch Board has determined that it is appropriate that only the Independent Directors consider the terms of the Acquisition and make a recommendation to the Mediwatch Shareholders.

The Independent Directors, who have been so advised by SP Angel, consider the terms of the Acquisition to be fair and reasonable and unanimously recommend that Mediwatch Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting. In providing advice to the Independent Directors, SP Angel has taken into account the commercial assessments of the Independent Directors.

Laborie has received irrevocable undertakings to vote or procure the vote in favour of the Scheme in respect of, in aggregate, 59,008,355 Mediwatch Shares, representing approximately 41.89 per cent. of the existing issued ordinary share capital of Mediwatch (including irrevocable undertakings given by the Mediwatch Directors in respect of their entire beneficial interests in Mediwatch Shares).

Timetable

The expected timetable of principal events is as follows. All times shown in this document are London times, unless otherwise stated.

 
 Event                                                 Time and/or date 
 Latest time for receipt of BLUE Forms of              10.00 a.m. on 19 
  Proxy for the Court Meeting                           December 2013 
 Latest time for receipt of WHITE Forms of             10.15 a.m. on 19 
  Proxy for the General Meeting                         December 2013 
 Voting Record Time for the Court Meeting              6.00 p.m. on 19 
  and General Meeting                                   December 
                                                        2013 
 Court Meeting                                         10.00 a.m. on 23 
                                                        December 
                                                        2013 
 General Meeting                                       10.15 a.m. on 23 
                                                        December 2013(1) 
 The following dates are indicative only and 
  are subject to change(2) 
 Last day of dealings in, and for registration         22 January 2014(2) 
  of transfers of, and disablement in CREST 
  of, Mediwatch Shares on AIM 
 Scheme Court Hearing                                  22 January 2014(2) 
 Dealings in Mediwatch Shares suspended from           7.30 a.m. on 23 
  trading on AIM                                        January 2014(2) 
 Scheme Record Time                                    6.00 p.m. on 23 
                                                        January 2014(2) 
 Reduction Court Hearing                               24 January 2014(2) 
 Effective Date of the Scheme and re-registration      27 January 2014(2) 
  as a private company 
 Cancellation of admission of Mediwatch Shares         7.00 a.m. on 27 
  to trading on AIM                                     January 2014(2) 
 Latest date for despatch of cheques or settlement     10 February 2014(2) 
  through CREST in respect of the Cash Consideration 
  within 14 days of the Effective Date 
 Long Stop Date, being the last date by which          21 March 2014 
  the Scheme can become Effective 
 

(1) To commence at 10.15 a.m. or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(2) These dates and times are indicative only and will depend, among other things, upon the date upon which the Court sanctions the Scheme and confirms the Capital Reduction and the date on which the Conditions set out in Part Three of the Scheme Document are satisfied or (if applicable) waived. It will also depend on when the Court Orders sanctioning the Scheme and confirming the Capital Reduction are delivered to the Registrar of Companies. Mediwatch will give notice of any change(s) by issuing an announcement through a Regulatory Information Service. All Mediwatch Shareholders have the right to attend the Court Hearings.

A copy of this announcement and the Scheme Document will be made available on Mediwatch's website at www.mediwatch.com/en/shareholder-information by no later than 12 noon (London time) on 2 December 2013. For the avoidance of doubt, the contents of that website are not incorporated into, and do not form part of, this announcement.

If any of the key dates set out in the timetable change, Mediwatch will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on its website.

Cancellation to trading on AIM

In accordance with Rule 41 of the AIM Rules for Companies, Mediwatch has notified the London Stock Exchange of the proposed cancellation. Mediwatch today announces that its admission to trading on AIM is expected be cancelled (the "Cancellation") with effect from 7.00 a.m. on 27 January 2014 on the Effective Date being no earlier than 20 business days following this notification.

Unless the Meetings are adjourned, the last day of dealings in, and for registration of transfers of, Mediwatch Shares will be the day of the Scheme Court Hearing, which is expected to be 22 January 2014, following which Mediwatch Shares will be temporarily suspended from trading on AIM.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted (and, if they voted, whether they voted for or against the Scheme) at the Court Meeting or the General Meeting. Upon the Scheme becoming Effective, Mediwatch will become a wholly owned subsidiary of Laborie and will be re-registered as a private limited company.

Unless otherwise stated, capitalised terms used but not defined in this announcement have the same meanings as those in the Scheme Document published by Mediwatch on 29 November 2013.

For further information, please contact:

Enquiries:

 
 Mediwatch plc                          Tel: [phone] 
  Dr Philip Stimpson, Chief Executive 
  / Mark Hughes, Chief Financial 
  Officer 
 SP Angel Corporate Finance LLP         Tel: [phone] 
  Financial adviser, nominated 
  adviser and broker 
  David Facey / Katy Birkin / Liz 
  Yong 
 

Important Notice

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to sell, purchase, subscribe for or issue any securities, or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful under the laws of such jurisdiction. Any response to the Acquisition or vote in respect of the Scheme should be made only on the basis of the information contained in the Scheme Document.

The Acquisition will be made solely through the Scheme Document which contains the full terms and conditions of the Scheme, including details of how to vote in connection with the resolutions to be proposed at the Court Meeting and the General Meeting. Mediwatch urge Mediwatch Shareholders to read the Scheme Document as it contains important information relating to the Acquisition.

Whether or not certain Mediwatch Shares are voted at the Court Meeting or the General Meeting, if the Scheme becomes effective those Mediwatch Shares will be cancelled pursuant to the Scheme.

The release, publication or distribution of this announcement in jurisdictions other than 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Mediwatch Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law 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 jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Please be aware that addresses, electronic addresses and certain other information provided by Mediwatch Shareholders, persons with information rights and other relevant persons for the receipt of communications from Mediwatch may be provided to Laborie during the Offer Period as required under Section 4 of Appendix 4 of the City Code.

SP Angel Corporate Finance LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Mediwatch and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Mediwatch for providing the protections afforded to clients of SP Angel Corporate Finance LLP nor for providing advice in relation to the matters referred to in this announcement. Neither SP Angel Corporate Finance LLP nor any of its affiliates, partners or employees 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 SP Angel Corporate Finance LLP in connection with this announcement, any statement contained herein or otherwise.

Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority. Investec is acting as financial adviser to Laborie and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Laborie for providing the protections afforded to clients of Investec or for providing advice in relation to the Acquisition or any other matters referred to herein.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 1% 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 pm (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. 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCEANFNASXDFEF