Telit Communications PLC Court sanction of Scheme of Arrangement (9234J)

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RNS Number : 9234J

Telit Communications PLC

26 August 2021

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

26 August 2021

RECOMMED INCREASED FINAL CASH OFFER

for

TELIT COMMUNICATIONS PLC ("TELIT")

by

TRIESTE ACQUISITIONS HOLDING LIMITED ("BIDCO")

Court sanction of Scheme of Arrangement

On 18 June 2021, the boards of Telit and Bidco, announced that they had reached an agreement on the terms of a recommended cash offer made by Bidco for the entire issued and to be issued and to be issued ordinary share capital of Telit by Bidco other than the Telit Shares held by funds managed by DBAY (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Telit is pleased to announce that the High Court of Justice in England and Wales (the "Court") has today issued the Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented.

Accordingly, all of the Conditions to the Acquisition have been satisfied or waived other than the delivery to the Registrar of Companies of a copy of the Court Order. This is expected to take place on 31 August 2021, at which point the Scheme will become Effective.

Next steps

The last day for dealings in, and registration of transfer of, Telit Shares is expected to be tomorrow, 27 August 2021 and trading in Telit Shares on the AIM market of the London Stock Exchange will be suspended with effect from 7.30 a.m. (London time) on 31 August 2021.

It is expected that, subject to the Scheme becoming Effective, the cancellation of the admission to trading of Telit Shares on the AIM market of the London Stock Exchange will take place at 7.30 a.m. (London time) on 1 September 2021.

A further announcement will be made when the Scheme has become Effective.

If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Telit Shareholders by announcement through a Regulatory Information Service.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document, a copy of which is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Telit's website at: https://www.telit.com/about/investor-relations/possible-offers/ .

Enquiries

Telit Communications PLC

 
 Paolo Dal Pino, CEO   Tel: [phone] 
  Eyal Shefer, CFO      3831 
 

Rothschild & Co (Financial adviser under Rule 3 of the Code to Telit)

 
 Warner Mandel/Pietro Franchi   Tel: [phone] 
                                 5000 
 

FinnCap (Financial adviser, Nomad and broker to Telit)

 
 Henrik Persson/Charlie Beeson (corporate   Tel: [phone] 
  finance)                                   0500 
  Tim Redfern/Richard Chambers (corporate 
  broking) 
 

FinElk (Public relations adviser to Telit)

 
 Robin Haddrill/Cornelia Schnepf   Tel: [phone] 
                                    998 
                                    Email: [e-mail] 
 

Important notices

Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser under Rule 3 of the Code to Telit in connection with the matters set out herein and for no one else and will not be responsible to anyone other than Telit for providing the protections afforded to its clients or for providing advice in relation to the matters set out herein. Neither Rothschild & Co nor any of its 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 Rothschild & Co in connection any statement contained herein, the Acquisition or otherwise.

FinnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Telit and for no one else in connection with the subject matter this announcement and will not be responsible to anyone other than Telit for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Further information

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 subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy and Form of Election, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Telit Shareholders are strongly advised to read the formal documentation in relation to the Acquisition. Each Telit Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

This announcement has been prepared for the purpose of complying with English law and the Takeover 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 England.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory 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 and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with the laws of England and Wales, Market Abuse Regulation, AIM Rules 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 of England and Wales. Unless otherwise determined by Bidco 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 use of mail or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

Copies of this announcement and any formal documentation relating to the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Further details in relation to Telit Shareholders in overseas jurisdictions are contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for 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 Exchange Act and is exempt from the registration requirements of the Securities Act. Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the UK and to schemes of arrangement under the laws of England and Wales, which are different from the disclosure and other requirements applicable to a US tender offer. Neither the SEC, nor any securities commission of any state of the United States, has approved or disapproved any offer, or comment upon the adequacy or completeness of any of the information contained in document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Telit included in the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Telit Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since Telit is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Telit are located outside of the United States. US holders of Telit Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

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 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: (a) the offeree company; and (b) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code 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 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: (a) the offeree company; and (b) 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 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 of the Code.

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 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 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 Takeover 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.

Publication on website and availability of hard copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Telit's website at https://www.telit.com/about/investor-relations/possible-offers/ . Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement by writing to Link Group, Corporate Actions, 10(th) Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by calling Link Group on [phone]. 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 a.m. - 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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August 26, 2021 08:27 ET (12:27 GMT)