TIDMTRCS TIDMSKHG
RNS Number : 5155C
Tracsis PLC
17 April 2013
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.
TRACSIS PLC
("Tracsis" or the "Company")
RECOMMENDED CASH OFFER
FOR THE ENTIRE ISSUED SHARE CAPITAL OF SKY HIGH PLC
(other than those shares acquired by Tracsis under the
Management Agreement and the Prowse Trust Agreement)
OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Background
On 26 March 2013 the boards of Sky High and Tracsis announced
the terms of a recommended cash offer to be made by Tracsis for the
entire issued ordinary share capital of Sky High, excluding the
Management Roll Over Shares and the Prowse Trust Shares (as defined
in the Offer Document) at 15.25p per Sky High Share (the "Offer").
The full terms of, and conditions to the Offer and the procedure
for acceptance were set out in the offer document issued by Tracsis
plc on 26 March 2013 (the "Offer Document").
Tracsis is pleased to announce that the Offer has now become
unconditional as to acceptances.
Furthermore, on 15 April 2013, the shareholders of Sky High
approved the Management Agreement; the Prowse Trust Agreement and
the Management Arrangements. Accordingly, Tracsis is pleased to
announce that each of the conditions to the Offer, as set out in
the Offer Document, has been satisfied and the Offer is declared
unconditional in all respects.
Pursuant to Rule 31.4 of the Takeover Code, the Offer will
remain open for acceptances until 1.00pm on 1 May 2013. Tracsis
will not extend the Offer beyond 1 May 2013.
Level of Acceptances
As at 1.00pm on 16 April 2013 (being the first closing date of
the Offer), Tracsis had received valid acceptances from Sky High
Shareholders in respect of 16,509,705 Sky High Shares representing
approximately 92.62% of the Offer Shares and approximately 76.72%
of the existing issued ordinary share capital of Sky High.
These acceptances include acceptances received in respect
of:
(i) 1,714,256 Sky High Shares (representing approximately 7.97%
of the existing ordinary share capital of Sky High and 9.62% of the
Offer Shares) which were subject to irrevocable commitments
procured by Tracsis from certain Management Shareholders;
(ii) 10,819,607 Sky High Shares (representing approximately
50.28% of the existing ordinary share capital of Sky High and
60.70% of the Offer Shares) which were subject to irrevocable
commitments procured by Tracsis from the Independent Directors;
(iii) 785,878 Sky High Shares (representing approximately 3.66%
of the existing ordinary share capital of Sky High and 4.40% of the
Offer Shares) which were subject to irrevocable commitments
procured by Tracsis from certain other Sky High Shareholders;
(iv) 41,874 Sky High Shares (representing approximately 0.19% of
the existing issued share capital of Sky High and 0.23% of the
Offer Shares) which were held on behalf of John McArthur, a
director of Tracsis; and
(v) 515,000 Sky High Shares (representing approximately 2.39% of
the existing issued share capital of Sky High and 2.89% of the
Offer Shares) which were held by WH Ireland Limited, a person
deemed to be acting in concert with Tracsis.
Neither Tracsis nor its associates have any other outstanding
irrevocable commitments or letters of intent to accept the
Offer.
Therefore, as at 1.00pm on 16 April 2013, Tracsis may count
16,509,705 Sky High Shares (representing approximately 92.62% of
the Offer Shares and approximately 76.72% of the existing issued
ordinary share capital of Sky High) towards the satisfaction of the
acceptance condition to the Offer (as set out in paragraph (A) of
Part A of Appendix I of the Offer Document) and can confirm that
the offer is deemed to be unconditional as to acceptances, and in
all respects.
The acceptances received by Tracsis in respect of 16,509,705
Offer Shares (which represents approximately 76.72% of the Sky High
Shares), the Management Roll Over Shares (comprising 3,526,358 Sky
High Shares and representing 16.39% of the Sky High Shares) agreed
to be acquired from the Management Shareholders pursuant to the
Management Agreement, and the Prowse Trust Shares (comprising
166,667 Sky High Shares and representing 0.77% of the Sky High
Shares) agreed to be acquired from the Prowse Trust (a Connected
Person of Martin Prowse), mean that Tracsis has acquired or agreed
to acquire a total of 20,202,730 Sky High Shares (representing
approximately 93.88% of the Sky High Shares).
Settlement of Consideration
Settlement of the consideration to which any Sky High
Shareholders (or the first named shareholder in the case of joint
shareholders) are entitled under the Offer will be effected (in the
manner set out in paragraph 15 of Part II of the Offer Document):
(i) in the case of acceptances received, complete in all respects,
by 17 April 2013, within 14 days of such date, or, (ii) in the case
of acceptances received, complete in all respects, after 17 April
2013 but while the Offer remains open for acceptance, within 14
days of such receipt.
Compulsory acquisition and cancellation of trading of Sky High
Shares
As set out in the Offer Document, as Tracsis has received valid
acceptances in respect of more than 90 per cent. of Sky High's
issued share capital and the Offer has been declared unconditional
in all respects, Tracsis intends to exercise its rights pursuant to
the provisions of sections 979 to 991 (inclusive) of the Companies
Act to acquire compulsorily the remaining Sky High Shares on the
same terms as the Offer.
Tracsis has requested that Sky High applies to the London Stock
Exchange for the cancellation of the admission to trading of Sky
High's shares on AIM. A further announcement is expected to be made
by Sky High regarding the proposed date for the cancellation of
trading on AIM. The cancellation of the admission of Sky High
Shares to trading on AIM would significantly reduce the liquidity
and marketability of any Sky High Shares not acquired by
Tracsis.
Following such cancellation, Sky High will be re-registered as a
private company under the relevant provisions of the Companies Act
2006 and new articles of association be adopted by Sky High. It is
intended that these articles of association will contain drag-along
rights, which will provide that if there is a change of control of
Sky High, namely a transfer to a third party of equity voting
capital representing 50.00 per cent. control or more of the equity
voting capital of Sky High, Tracsis can require all the other
shareholders (if any) to sell their Sky High Shares.
Sky High Shareholders who have not accepted the Offer and who
wish to do so are encouraged to do so without delay. Acceptances of
the Offer should be received in accordance with the instructions
contained in the Offer Document and (in the case of shares held in
certificated form) the Form of Acceptance.
Acceptance of the Offer
Acceptances of the Offer should be received in accordance with
the instructions contained in the Offer Document and (in the case
of shares held in certificated form) the Form of Acceptance.
If you hold your Sky High Shares in certificated form (that is,
not in CREST), to accept the Offer you must compete the Form of
Acceptance in accordance with the instructions contained in
paragraph 14.1 of part 2 of the Offer Document and return the
completed Form of Acceptance (along with your share certificate(s)
and/or other documents of title) by post to Neville Registrars
Limited, Neville House, 18 Laurel Lane, Halesowen, B63 3DA or by
hand (during normal business hours) to Neville Registrars Limited,
Neville House, 18 Laurel Lane, Halesowen, B63 3DA as soon as
possible and, in any event, so as to be received by no later than
1.00 p.m. (London time) on 1 May 2013. If you require assistance or
further copies of the Form of Acceptance, please contact Neville
Registrars Limited by telephoning 0121 585 1131 from within the UK
or +44 121 585 1131 from outside the UK.
If you hold your Sky High Shares in uncertificated form (that
is, in CREST), to accept the Offer you must follow the procedure
set out in paragraph 14.2 of Part 2 of the Offer Document so that
the TTE Instruction settles no later than 1.00 p.m. (London time)
on 1 May 2013 If you hold your Sky High Shares as a CREST sponsored
member, you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary instruction to Euroclear
in relation to your Sky High Shares.
Copies of the Offer Document and Form of Acceptance are
available for inspection during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) at the
offices of WH Ireland Limited, Third Floor, Royal House, 28
Sovereign Street, Leeds, LS1 4BJ.
Interests in relevant securities
The interests (all of which are beneficial unless otherwise
stated), of the Tracsis Directors and their respective related
parties, in relevant Sky High securities were as follows:
Name Number of Sky High % of Sky High Shares
Shares
--------------- ------------------- ---------------------
John McArthur 41,874* 0.19%
--------------- ------------------- ---------------------
* John McArthur holds 41,874 Sky High Shares beneficially via a
self invested personal pension which are registered in the name of
Lawshare Nominees Limited.
The interests of WH Ireland Limited, as a person acting in
concert with Tracsis, in relevant Sky High Securities were as
follows.
Name Number of Sky High % of Sky High Shares
Shares
--------------------- ------------------- -------------------------------
WH Ireland Limited* 515,000 2.39%
--------------------- ------------------- -------------------------------
* the relevant Sky High shares are held in discretionary
accounts on behalf of clients of WH Ireland Limited.
Neither Tracsis nor, so far as Tracsis is aware, any person
acting in concert (within the meaning of the City Code) with
Tracsis, (a) has any short position (whether conditional or
absolute and whether in the money or otherwise) in respect of
relevant securities of Sky High, including any short position under
a derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery, or
(b) has borrowed or lent any relevant securities of Sky High (save
for any borrowed shares which have been either on-lent or
sold).
For more information please contact:
John McArthur, Tracsis plc Tel: 0845 125 9162
Mark Mattison, Sky High plc
WH Ireland Limited (financial adviser Tel: 0161 832 2174
to Tracsis)
Katy Mitchell
Dan Bate
SPARK Advisory Partners Limited Tel: 0113 370 8975
(financial adviser to Sky High)
Sean Wyndham-Quin
Neil Baldwin
Terms used in this Announcement shall have the meaning given to
them in the Offer Document.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any 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
pursuant to the Offer or otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document. The Offer will be made solely on the basis of
information contained or referred to in, or the procedures set out
in, the Offer Document and the accompanying Forms of Proxy (which
will together contain the full terms and conditions of the Offer).
Sky High Shareholders are advised to read the formal documentation
in relation to the Offer carefully once it has been dispatched.
WH Ireland Limited ("WHI"), which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for Tracsis and no-one else in connection with the
Offer and will not be responsible to anyone other than Tracsis for
providing the protections afforded to clients of WHI nor for
providing advice in relation to the Offer or any other matters
referred to herein.
SPARK Advisory Partners Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Sky High and no-one else in
connection with the Offer and will not be responsible to anyone
other than Sky High for providing the protections afforded to
clients of SPARK nor for providing advice in relation to the Offer
or any other matters referred to herein.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law.
The Offer will not be made directly or indirectly into any
Restricted Jurisdiction. Therefore, persons into whose possession
this announcement comes who are not resident in the United Kingdom
or who are subject to the laws of other jurisdictions should inform
themselves about, and observe, any applicable restrictions. Sky
High Shareholders who are in any doubt regarding such matters
should consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Unless otherwise determined by Tracsis or required by the Code,
and permitted by applicable law and regulation, the Offer 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 Offer by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
Any person (including, without limitation, as custodian, nominee
or trustee) who would or otherwise intends to, or who may have a
contractual or legal obligation to forward this announcement and /
or the Offer Document and / or any other related document to any
jurisdiction outside of the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction before taking any action.
This announcement has been prepared for the purposes of
complying with English law 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 any jurisdiction outside the United Kingdom.
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 paper 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 paper
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 paper 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. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of an offeree
company or of a paper 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 an
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 p.m. (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 paper
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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Forward-looking statements
This announcement contains statements that are or may 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
Tracsis or Sky High, as applicable, 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 Offer on Tracsis
and Sky High, the expected timing and scope of the Offer and other
statements other than historical facts. All statements other than
statements of historical facts included in this announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will",
"should", "could", "would", "may", "anticipates", "estimates",
"synergy", "cost-saving", "projects", "goal", "strategy", "budget",
"forecast" or "might" or, words or terms of similar substance or
the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, losses and future prospects; (ii)
business and management strategies and the expansion and growth
of Sky High or Tracsis's operations and potential synergies
resulting from the Offer; (iii) the effects of government
regulation on Sky High or Tracsis's business.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of
Tracsis or Sky High or their respective financial advisers. Such
forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. These factors include the
satisfaction of the Conditions, as well as additional factors, such
as: fluctuations in the capital markets; fluctuations in interest
and exchange rates; increased regulation or regulatory scrutiny;
the occurrence of unforeseen disasters or catastrophes; political
or economic instability in principal markets; adverse outcomes in
litigation; and general, local and global economic, political,
business and market conditions. 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
Tracsis nor Sky High 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. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. All subsequent
oral or written forward-looking statements attributable to Tracsis
or Sky High or any of their respective members, directors, officers
or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Tracsis and Sky High disclaim any obligation to update or revise
any forward-looking or other statements contained herein other than
in accordance with their legal and regulatory obligations.
Nothing in this announcement shall be effective to limit or
exclude any liability which, by law or regulation, cannot be so
limited or excluded.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPSFMFMMFDSEIL
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