TIDMFA.
RNS Number : 6880X
FireAngel Safety Technology Group
21 December 2023
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 THAT
JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
21 December 2023
RECOMMED CASH OFFER
for
FIREANGEL SAFETY TECHNOLOGY GROUP PLC
by
INTELLIGENT SAFETY ELECTRONICS PTE. LTD
UPDATE ON NSIA CONDITION
Further to the announcement made on 8 December 2023 regarding
the suspension of the Offer timetable in light of the NSIA
Condition (as such term is defined below) remaining outstanding, t
he Secretary of State has today written to ISE and FireAngel to
inform them that it has considered the notification made by ISE
under the National Security and Investment Act 2021 (the "Act") in
relation to the Offer and has chosen to issue a call-in notice.
In accordance with section 23 of the Act, the Secretary of State
has 30 working days to carry out its assessment; if it is not
possible to complete the assessment within this time, the Secretary
of State may extend the assessment period by a further 45 working
days. These timelines are subject to extension where an
"Information Notice" or "Attendance Notice" is issued by the
Secretary of State. Any extensions beyond this point would be by
agreement with ISE.
As set out at paragraph 2.1 of Section A of Part 3 of the Offer
Document, the Offer is conditional upon, among other things,
satisfaction of the condition relating to a material official
authorisation or regulatory clearance, in this instance being the
National Security and Investment Act 2021 ("NSIA Condition").
As such, the offer timetable remains suspended and, in
accordance with Rule 31.4(b) of the Code, will resume on the date
on which the last condition relating to a relevant official
authorisation or regulatory clearance is satisfied or waived, which
date will then become the 28 (th) day prior to Day 60 of the
revised offer timetable.
In accordance with Rule 31.4(d) of the Code, when the offer
timetable resumes in accordance with Rule 31.4(b), ISE will make an
announcement confirming the new Day 60.
The requirement for ISE to make announcements of acceptance
levels under Rule 17.1(a)(i) of the Code continues not to apply for
the duration of the suspension of the offer timetable and will
recommence when the offer timetable resumes.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Offer Document
issued by ISE on 2 November 2023 relating to the recommended cash
offer for the entire issued and to be issued share capital of
FireAngel, other than the FireAngel Shares already owned or
controlled by ISE. All references to times in this announcement are
to London times, unless otherwise stated.
Enquiries
FireAngel
Neil Radley, Chief Executive Officer / Zoe Fox, Chief Finance
Officer
+44 24 7771 7700
PwC (Financial Adviser to FireAngel)
Iain Reilly / Jon Raggett / Marcela Salgado Escalante
+44 20 7583 5000
Shore Capital (Nominated adviser and broker to FireAngel)
Tom Griffiths/ David Coaten/ Tom Knibbs
+44 20 7408 4050
Houston (Financial PR to FireAngel)
Kate Hoare / Kay Larsen / Ben Robinson
+44 20 4529 0549
ISE
Enquiries to be made via SPARK as set out below.
SPARK Advisory Partners Limited (Financial adviser to ISE)
Matt Davis / James Keeshan
Tel: +44 20 3368 3550
Important Notices
SPARK Advisory Partners Limited ("SPARK"), which is regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial advisor to ISE and no one else in
connection with the matters referred to in this Announcement, and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the matters referred
to in this Announcement and is not, and will not be, responsible to
anyone other than ISE for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any transaction or arrangement referred to in this
Announcement. Neither SPARK nor any of its group undertakings or
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 SPARK in connection with this Announcement or any matter
referred to herein.
PricewaterhouseCoopers LLP ("PwC"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to FireAngel and for
no-one else in connection with the matters referred to in this
Announcement and will not be responsible to any person other than
FireAngel for providing the protections afforded to clients of PwC,
nor for providing advice in relation to the contents of this
Announcement. Neither PwC nor any of its members owes, accepts or
assume any duty of care, 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 PwC in
connection with the matters referred to in this Announcement, or
otherwise.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together "Shore Capital"), which are
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting exclusively as nominated adviser and
broker, respectively, to FireAngel and for no-one else in
connection with the matters referred to in this Announcement and
will not be responsible to any person other than FireAngel for
providing the protections afforded to clients of Shore Capital, nor
for providing advice in relation to the contents of this
Announcement. Neither Shore Capital nor any of its members owes,
accepts or assume any duty of care, 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 Shore Capital in connection with the matters referred to in this
Announcement, or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law.
The Offer will be made solely by the Offer Document (together
with, in the case of FireAngel Shares in certificated form, the
Form of Acceptance), which contain the full terms and condition of
the Offer, including details of how the Offer may be accepted.
FireAngel Shareholders should carefully read the Offer Document
(and, if they hold their FireAngel Shares in certificated form, the
Form of Acceptance) in its entirety before making a decision with
respect to the Offer. Each FireAngel Shareholder is urged to
consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the
Offer.
Overseas Shareholders
The Offer relates to securities in a company which is registered
in England and Wales, which is admitted to trading on AIM and is
subject to the disclosure requirements, rules and practices
applicable to such companies, which differ from those of Restricted
Jurisdictions in certain material respects. This Announcement has
been prepared for the purposes of complying with English law, the
AIM Rules for Companies, the Market Abuse Regulation, the rules of
London Stock Exchange 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.
The release, publication or distribution of this Announcement in
or into certain 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.
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.
Copies of this Announcement and formal documentation relating to
the Offer shall not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States
or any other 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 the United States or any other Restricted
Jurisdiction. Doing so may render invalid any related purported
acceptance of the Offer.
Unless otherwise determined by the Code and 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, 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 the United States or any other
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities or
otherwise from within the United States or any other Restricted
Jurisdiction. Accordingly, copies of this Announcement, the Offer
Document, the Form of Acceptance and all other accompanying
documents relating to the Offer are not being, and must not be
directly or indirectly, mailed or otherwise distributed or sent in,
into or from the United States or any other Restricted
Jurisdiction. Persons receiving this Announcement, Offer Document,
the Form of
Acceptance and all other accompanying documents relating to the
Offer (including, without limitation, custodians, nominees and
trustees) should observe these restrictions and must not mail,
otherwise forward, send, or distribute them in, into or from the
United States or any other Restricted Jurisdiction or use such
mails or any such means, instrumentality or facility for any
purpose directly or indirectly in connection with the Offer, and
doing so may render invalid any related purported acceptance of the
Offer.
Further details in relation to Overseas Shareholders are
contained in the Offer Document.
Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by FireAngel, ISE or any
member of the Wider ISE Group contain statements which are, or may
be deemed to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which ISE and any member of the Wider ISE Group
operates now and in the future and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. The
forward-looking statements contained in this Announcement relate to
ISE, any member of the Wider ISE Group's future prospects,
developments and business strategies, the expected timing and scope
of the Offer and other statements other than historical facts. In
some cases, these forward looking statements can be identified by
the use of forward looking terminology, including the terms
"believes", "estimates", "will look to", "would look to", "plans",
"prepares", "anticipates", "expects", "is expected to", "is subject
to", "intends", "may", "will", "shall" or "should" or their
negatives or other variations or comparable terminology. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that
shall occur in the future. These events and circumstances include
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions prove incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward looking statements should therefore be
construed in the light of such factors.
Neither ISE or any member of the Wider ISE Group, 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 shall actually
occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking statements. The
forward looking statements speak only at the date of this
Announcement. All subsequent oral or written forward looking
statements attributable to any member of the Wider ISE Group, or
any of their respective associates, directors, officers, employees
or advisers, are expressly qualified in their entirety by the
cautionary statement above.
ISE and the Wider ISE Group expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
Disclosure requirements of 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 p.m. on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. 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 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 p.m. 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 Panel's website at http://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.
No offer or solicitation
This Announcement is for information purposes only and does not
constitute a prospectus or prospectus equivalent document. This
Announcement is not intended to and does not constitute, or form
part of, any offer or invitation or the solicitation of any offer
to sell or purchase any securities or the solicitation of any offer
to otherwise acquire, subscribe for, sell or otherwise dispose of
any security pursuant to the Offer or otherwise. The Offer is made
solely by the Offer Document (together with, in the case of
FireAngel Shares in certificated form, the Form of Acceptance),
which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. FireAngel
Shareholders should carefully read the Offer Document (and, if they
hold their FireAngel Shares in certificated form, the Form of
Acceptance) in its entirety before making a decision with respect
to the Offer. Any decision in respect of, or other response to, the
Offer should be made only on the basis of the information in the
Offer Document and Form of Acceptance as applicable.
Publication on Website and Availability of Hard Copies
This Announcement, together with all information incorporated
into this document by reference to another source and the documents
required to be published pursuant to Rule 26 of the Code, shall be
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on ISE's website at
www.intelligentse.com/?investor and FireAngel's website at
www.fireangeltech.com by no later than 12 noon (London time) on the
Business Day following this Announcement. For the avoidance of
doubt, the contents of these websites and any websites accessible
via hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
In accordance with Rule 30.3 of the Code, FireAngel Shareholders
and persons with information rights may request a hard copy of this
Announcement and/or any information incorporated into this
Announcement by reference to another source by contacting the
Receiving Agent, Computershare Investor Services PLC on 0370 707
4040 or on +44 370 707 4040 if calling from overseas, or in writing
at Computershare, Corporate Actions, Bristol BS99 6AH. You may also
request that all future documents, announcements and information to
be sent to you in relation to the offer should be in hard copy
form. 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.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by FireAngel Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from FireAngel may be provided to ISE during the
Offer Period as requested under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
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