CTP Castleton Technology Plc

TIDMCTP

RNS Number : 8813L

Castleton Technology PLC

04 May 2020

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

RECOMMED CASH ACQUISITION

of

CASTLETON TECHNOLOGY PLC

by

MRI SOFTWARE LIMITED

a wholly-owned subsidiary of

MRI SOFTWARE LLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

POSTING OF SCHEME DOCUMENT

On 15 April 2020, the boards of MRI Software Limited ("Bidco") and Castleton Technology announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued share capital of Castleton Technology. The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the 2006 Act.

The Castleton Board are pleased to announce that they have today posted to Castleton Technology Shareholders a circular in relation to the Acquisition (the "Scheme Document"), setting out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Castleton Technology Shareholders, together with the Forms of Proxy for the Court Meeting and the General Meeting.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Castleton Technology's website at www.castletonplc.com/investors up to and including the Effective Date. The content of this website is not incorporated into, and does not form part of, this Announcement.

Notices of the Court Meeting and General Meeting

As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme requires, among other things, that the requisite majorities of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majorities of Castleton Technology Shareholders vote in favour of the Special Resolution.

Notices convening the Court Meeting and the General Meeting for 10.00 a.m. and 10.10 a.m. respectively on 26 May 2020 (or, in respect of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), to be held at DAC Beachcroft LLP, The Walbrook Building, 25 Walbrook, London EC4N 8AF, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Castleton Technology Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or appoint a proxy electronically, as soon as possible.

The Castleton Technology Directors, who have been so advised by finnCap as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Castleton Technology Directors, finnCap has taken into account the commercial assessments of the Castleton Technology Directors.

The Castleton Directors consider the terms of the Acquisition to be in the best interests of Castleton Technology and the Castleton Technology Shareholders. Accordingly, the Castleton Technology Directors unanimously recommend that, in the case of the Court Meeting, the Scheme Shareholders and, in the case of the General Meeting, Castleton Technology Shareholders, vote in favour of the resolutions relating to the Acquisition at the Meetings as the Castleton Technology Directors who hold Castleton Technology Shares have irrevocably undertaken to do in respect of their own beneficial holdings.

Impact of COVID-19 on the Court Meeting and the General Meeting

The Company is closely monitoring the impact of the COVID-19 outbreak in the United Kingdom. However, given the current guidance and the general uncertainty on what additional and/or alternative measures may be put in place, the Castleton Board requests that shareholders do not attend the Meetings but instead appoint the chairman of the Meeting in question as a proxy and provide voting instructions in advance, either electronically, online or by using the enclosed BLUE Proxy Form and WHITE Proxy Form.

Given the restrictions which are currently in place on social gatherings, the Castleton Board has put in place alternative arrangements for the Meetings to enable shareholders to continue to engage in the process. Shareholders will be able to listen to the Meetings' proceedings by telephone by dialling 020 3451 0451 or +44 20 3451 0451 from outside the UK. A pin code will be required to join the Meetings which can be obtained from the Company Secretary using the email address set out below. The Castleton Board is encouraging shareholders to submit questions, at least seven days prior to the date of the Meetings, relating to the business of the Meetings. Questions can be submitted to the Company Secretary using the following email address: investorrelations@castletonplc.com. The Company will endeavour to publish these questions and the Company's responses to them on the Company's website www.castletonplc.com as soon as practicable after the Meetings.

The Castleton Board will review arrangements for the Meetings and any additional and/or alternative measures in advance of the Meetings and the Company will update shareholders via the Regulatory Information Service as necessary. The Company encourages shareholders to check its website (www.castletonplc.com) regularly for the latest information on its engagement with shareholders and arrangements for the Meetings.

Expected Timetable of Principal Events

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service. The Acquisition is now expected to complete in the second quarter of 2020.

All times shown in this Announcement are references to London time unless otherwise stated.

 
 Event                                                      Expected time/date(1) 
 Publication of this Announcement                                      4 May 2020 
 Latest time for lodging Forms of Proxy 
  for the: 
                                                             10.00 a.m. on 21 May 
        *    Court Meeting (BLUE form)                                   2020 (2) 
                                                             10.10 a.m. on 21 May 
        *    General Meeting (WHITE form)                                2020 (3) 
 Scheme Voting Record Time                                    6.00 p.m. on 21 May 
                                                                         2020 (4) 
 Court Meeting                                               10.00 a.m. on 26 May 
                                                                             2020 
 General Meeting                                             10.10 a.m. on 26 May 
                                                                         2020 (5) 
 
 The following dates are indicative only and are subject to 
  change(6) 
 Scheme Court Hearing to sanction the                       A date expected to be 
  Scheme                                                    in the second quarter 
                                                              of 2020, subject to 
                                                            regulatory clearances 
                                                                            ("D") 
 Last day of dealings in, and for registration                                  D 
  of transfers of, and disablement in 
  CREST of, Castleton Technology Shares 
 Scheme Record Time                                                6.00 p.m. on D 
 Suspension of dealings in Castleton                          by 7.00 a.m. on D+1 
  Technology Shares                                                  Business Day 
 Effective Date of the Scheme                                    D+1 Business Day 
 Cancellation of admission of Castleton                 7.00 a.m. on D+2 Business 
  Technology Shares to                                                        Day 
  trading on the AIM market of London 
  Stock Exchange 
 Latest date for despatch of cheques                         by 14 days after the 
  or for settlement through CREST                                  Effective Date 
 Latest date by which Scheme must be                              30 June 2020(7) 
  implemented 
 

Notes:

   (1)   All times set out in this timetable refer to London time unless otherwise stated. 

(2) It is requested that the BLUE Forms of Proxy for the Court Meeting be lodged by 10.00 a.m. on 21 May 2020 or, if the Court Meeting is adjourned, not later than 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK unless otherwise announced).

(3) WHITE Forms of Proxy for the General Meeting must be lodged by 10.10 a.m. on 21 May 2020 or, if the General Meeting is adjourned, not later than 48 hours prior to the time appointed for the adjourned Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK unless otherwise announced).

(4) If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day falling two Business Days before the date of the adjourned meeting.

   (5)   Or as soon thereafter as the Court Meeting shall have concluded. 

(6) These times and dates are indicative only and will depend on, among other things, the dates upon which (a) the Court sanctions the Scheme; and (b) the Conditions are satisfied or (where applicable) waived.

(7) The latest date by which the Scheme must be implemented may be extended by agreement between Castleton Technology and Bidco with the prior consent of the Panel and (if required) the approval of the Court.

Cancellation of admission of Castleton Technology Shares to trading on AIM

It is expected that dealings in Castleton Technology Shares will be suspended shortly after the Scheme becomes effective in accordance with its terms, and subsequently Castleton Technology Shares will be cancelled from admission to trading on AIM. These dates will depend, among other things, on the date on which the Court sanctions the Scheme. A further announcement will be made in the event that any of these dates change.

Helpline

If you have any questions relating to this Announcement, the Scheme Document or the completion and return of the Forms of Proxy, please contact Neville Registrars on 0121 585 1131 from within the UK or +44 (0)121 585 1131 if calling from outside the UK. 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. - 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

 
 MRI Software and Bidco                  via Raymond James 
  John Ensign, President 
  Hal Gunder, Vice President Corporate 
  Development 
 Raymond James (Financial Adviser        Tel: +44 (0) 20 3 798 5700 
  to MRI Software and Bidco) 
  Dominic Emery 
  Junya Iwamoto 
 Platform Communications (PR Adviser     Tel: +44 (0) 20 7 486 4900 
  to MRI Software) 
  David Lawrence 
  Hugh Filman 
 Castleton Technology plc                Tel: +44 (0) 845 241 0220 
  Dean Dickinson, Chief Executive 
  Officer 
  Haywood Chapman, Chief Financial 
  Officer 
 finnCap (Financial Adviser, Nominated   Tel: +44 (0) 20 7 220 0500 
  Adviser and Corporate Broker to 
  Castleton) 
 Jonny Franklin-Adams, Henrik Persson, Simon Hicks (Corporate 
  Finance) 
 Andrew Burdis (ECM) 
 Alma PR (PR Adviser to Castleton)       Tel: +44 (0) 20 3 405 0208 
  Rebecca Sanders-Hewett 
  Helena Bogle 
 

Further information

Raymond James, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Bidco as financial adviser and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Raymond James, or for providing advice in connection with the Acquisition, the content of this announcement or any matter referred to herein. Neither Raymond James nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Raymond James in connection with this announcement, any statement contained herein or otherwise.

finnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Castleton Technology as financial adviser and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Castleton Technology for providing the protections afforded to clients of finnCap, or for providing advice in connection with the Acquisition, the content of this announcement or any matter referred to herein. Neither finnCap nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this announcement, any statement contained herein or otherwise.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, finnCap and its respective affiliates will continue to act as exempt principal trader in Castleton Technology securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, 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 pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

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

Overseas Shareholders

This announcement has been prepared in accordance with English law, the Code, the Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to Castleton Technology Shareholders who are not resident in and citizens of the UK 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 UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Castleton Technology Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

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 Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. 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 it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Castleton Technology

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act . Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus 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.

If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable US laws and regulations.

It may be difficult for US holders of Castleton Technology Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Castleton Technology are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Castleton Technology Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

US Castleton Technology Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Castleton Technology Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward-Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Castleton Technology contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Castleton Technology about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Castleton Technology (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Castleton Technology believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Castleton Technology can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; as future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Castleton Technology operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Castleton Technology operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Castleton Technology, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Bidco nor Castleton Technology is under any obligation, and Bidco and Castleton Technology expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure Requirements

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 pe rson to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm 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(s), save to the extent that these details have previ ously been disclosed under Rule 8. A Dealing Disc losure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 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 conc ert 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

This announcement and the scheme document will be available , subject to certain restrictions relating to persons resident in Restricted Jurisdictions , on Castleton Technology 's website at www. castletonplc .com promptly and in any event by no later than 12 noon on 5 May 2020. Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on any such website is incorporated into or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Castleton Technology for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Castleton Technology.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Castleton Technology Shareholders, persons with information rights and participants in Castleton Technology Share Option Plans may request a hard copy of this announcement by contacting submitting a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen B62 8HD or by calling Neville Registrars on 0121 585 1131 from within the UK or +44(0)121 585 1131 if calling from outside the UK. 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. Lines will be open between 9.00 am to 5.00 pm, Monday to Friday excluding public holidays in England and Wales. Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition be in hard copy form .

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Castleton Technology Shareholders, persons with information rights and other relevant persons for the receipt of communications from Castleton Technology may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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May 04, 2020 13:10 ET (17:10 GMT)