TIDMTPG TIDMSAG
RNS Number : 9835G
TP Group PLC
21 November 2022
21 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
RECOMMED CASH ACQUISITION
of
TP Group plc
("TP Group" or the "Company")
by
Science Group plc
("Science Group")
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006 ("Companies Act")
PUBLICATION AND POSTING OF SCHEME DOCUMENT
On 31 October 2022, the independent boards of TP Group and
Science Group announced that they had reached agreement on the
terms of a recommended cash acquisition pursuant to which Science
Group shall acquire the entire issued and to be issued ordinary
share capital of TP Group (not already owned by Science Group). The
Acquisition is to be effected by means of a Court -- sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme").
Publication of the Scheme Document
TP Group and Science Group announce that a circular in relation
to the Scheme (the "Scheme Document"), setting out, among other
things, a letter from the Senior Independent Non-Executive Director
of TP Group, the explanatory statement pursuant to section 897 of
the Companies Act, full terms and conditions of the Scheme, an
expected timetable of principal events, notices of the Court
Meeting and the General Meeting and details of the actions to be
taken by TP Group Shareholders has been published today on TP
Group's website at
https://www.tpgroupglobal.com/offer-related-documents and on
Science Group's website at
https://www.sciencegroup.com/tp-group-plc-disclaimer/
The Independent TP Group Directors, who, having been so advised
by Cenkos Securities plc ("Cenkos"), as the independent adviser for
the purposes of Rule 3 of the Takeover Code, as to the financial
terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its financial advice to the
Independent TP Group Directors, Cenkos has taken into account the
commercial assessments of the Independent TP Group Directors.
Notice of shareholder meetings and action to be taken
As further detailed in the Scheme Document, in order to become
Effective, the Scheme will require, among other things, that the
requisite majority of: (i) eligible Scheme Shareholders vote in
favour of the Scheme at the Court Meeting; and (ii) eligible TP
Group Shareholders vote in favour of the Special Resolution at the
General Meeting. The Scheme must also be sanctioned by the
Court.
The Scheme will require approval at a meeting of the Scheme
Shareholders convened by order of the Court to be held at the
offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place,
78 Cannon Street, London, EC4N 6AF at 11.00 a.m. on 14 December
2022. Implementation of the Scheme will also require the passing of
the Special Resolution by TP Group Shareholders at the General
Meeting to be held at the same place at 11.15 a.m. on 14 December
2022 (or as soon thereafter as the Court Meeting has concluded or
been adjourned). Notices of the Meetings are set out in Part 9 (in
respect of the Court Meeting) and Part 10 (in respect of the
General Meeting) of the Scheme Document.
Hard copies of the Scheme Document (or, depending on TP Group
Shareholders communication preferences, a letter or email giving
details of the website where the Scheme Document may be accessed)
and Forms of Proxy for the Court Meeting and the General Meeting of
TP Group are being sent today to TP Group Shareholders.
Scheme Shareholders are strongly encouraged to lodge proxy
appointments and instructions for the Court Meeting and the General
Meeting as soon as possible, by post or electronically through
CREST, as more particularly described in 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 representation of opinion of Scheme
Shareholders. Whether or not Scheme Shareholders intend to attend
and/or vote at the Court Meeting, Scheme Shareholders are therefore
strongly urged to submit their proxy appointment for the Court
Meeting as soon as possible by post or electronically through
CREST.
The Independent TP Group Directors unanimously recommend that
all the Scheme Shareholders vote in favour of the Scheme at the
Court Meeting and all TP Group Shareholders (to the extent
eligible) vote in favour of the Special Resolution to be proposed
at the General Meeting, as the Independent TP Group Directors have
irrevocably undertaken to do in respect of their own beneficial
holdings of 3,253,847 Shares, representing approximately 0.42 per
cent. of the issued share capital of TP Group, as at 18 November
2022, being the latest practicable date before publication of the
document.
TP Group Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Cancellation of admission of TP Group to trading on AIM
If the Scheme becomes Effective in accordance with its terms, it
is currently expected that trading on AIM of TP Group Shares will
be suspended at 7.30 a.m. (London time) on the Effective Date of
the Scheme. TP Group intends that, prior to the Scheme becoming
Effective, an application will be made to the London Stock Exchange
for the TP Group Shares to cease to be admitted to trading on AIM
with effect from shortly after the Effective Date of the Scheme. As
soon as possible after the Scheme becoming Effective, it is
intended that TP Group will be re-registered as a private company
limited by shares under the relevant provisions of the Companies
Act.
Expected timetable of principal events
The Scheme Document contains an expected timetable of principal
events in relation to the Scheme, which is also set out in the
Appendix to this Announcement. The Scheme remains conditional on
the approval of the requisite majority of eligible Scheme
Shareholders at the Court Meeting, the requisite majority of
eligible TP Group Shareholders at the General Meeting and the
satisfaction or (if capable of waiver) waiver of the other
Conditions set out in the Scheme Document, including the sanction
of the Court.
The Scheme is expected to become Effective in Q1 2023. TP Group
will make further announcements through a Regulatory Information
Service, with such announcements also being made available on the
TP Group website: www.tpgroupglobal.com/investors , in relation to
the expected timetable as appropriate in respect of the NSIA and
FATA clearances upon which the Acquisition is conditional.
Information for TP Group Shareholders
If you are in any doubt as to the action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000 if you are in the
United Kingdom, or other appropriately authorised independent
financial adviser if you are in a territory outside the United
Kingdom.
If you have any questions about the Scheme Document, the Scheme
or any administrative issue, please contact Equiniti during
business hours on 0371 384 2030 (or, if calling from outside the
UK, on +44 (0)121 415 7047 ) or by submitting a request in writing
to Equiniti Limited at Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA. Lines are open between 8.30 a.m. and 5.30 p.m.
(London time) Monday to Friday (excluding public holidays in
England and Wales). Calls to the helpline from outside the UK will
be charged at applicable international rates. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. All references to times in this
Announcement are to London, United Kingdom times unless stated
otherwise.
Enquiries:
TP Group plc Tel: +44 (0) 1753
285802
Derren Stroud, Chief Financial Officer
and Company Secretary
Cenkos Securities plc, financial adviser, Tel: +44 (0) 20 7397
nominated adviser and broker to TP Group 8980
Stephen Keys, Mark Connelly, Callum Davidson
Science Group plc
Sarah Cole, Group Legal Counsel & Company Tel: +44 (0) 1223
Secretary 875 200
Jon Brett, Group Finance Director
Stifel Nicolaus Europe Limited, exclusive
financial adviser, nominated adviser and
joint broker to Science Group ("Stifel")
Nick Adams, Alex Price, Richard Short Tel: +44 (0) 207710
7600
Liberum Capital Limited, Joint Broker
to Science Group ("Liberum")
Neil Patel, Cameron Duncan Tel: +44 (0) 20 3100
2000
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for the implementation of the Scheme. All times shown in this
Announcement are London times, unless otherwise stated.
Event Time and/or date 1
Latest time for lodging Forms of Proxy
and registering proxy appointments through
CREST for the:
------------------------------------
Court Meeting (blue form of proxy) 11.00 a.m. on 12 December
2022 2
------------------------------------
General Meeting (white form of proxy) 11.15 a.m. on 12 December
2022 3
------------------------------------
Voting Record Time for the Court Meeting 6.30 p.m. on 12 December
and 2022
General Meeting
------------------------------------
Court Meeting 11.00 a.m. on 14 December
2022 4
------------------------------------
General Meeting 11.15 a.m. on 14 December
2022 5
------------------------------------
The following dates are indicative
only and are subject to change 6
------------------------------------
Court Hearing 7 a date expected to be
in the early part of
Q1 2023, subject to
N SIA and FATA clearances,
and, in any event, prior
to 11.59 p.m. on the
Long-stop Date ("D")
8
------------------------------------
Last day of dealings in, and for registration D+1 Business Day
of transfers of, and disablement in
CREST of, Shares
------------------------------------
Scheme Record Time 6.00 p.m. on D+1 Business
Days
------------------------------------
Effective Date of the Scheme D+2 Business Days ("ED")
9
------------------------------------
Cancellation of admission to trading by 7.00 a.m. on ED+1
of Shares on AIM Business Day
------------------------------------
Latest date for despatch of cheques within 14 days of the
or settlement through CREST in respect ED
of the cash consideration.
------------------------------------
Long-stop Date 20 April 2023 10
------------------------------------
The Court Meeting and the General Meeting will both be held at
the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon
Place, 78 Cannon Street, London EC4N 6AF.
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to TP Group
Shareholders by announcement through a Regulatory Information
Service.
For the purposes of the Code this announcement has been made
with the agreement of Science Group.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) on TP
Group's website at www.tpgroupglobal.com/investors and on Science
Group's website at www.sciencegroup.com/investor-information/ , by
no later than 12.00 noon (London time) on 22 November 2022.
The content of the website referred to above is not incorporated
into and does not form part of this announcement.
Important notice
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, whether pursuant to this announcement or otherwise, or
the solicitation of any vote or approval of any offer in any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and any such offer (or solicitation) may
not be extended in any such jurisdiction.
Any securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended, or with
any securities regulatory authority of any state of the United
States and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
thereunder.
This announcement has been prepared in accordance with the laws
of England and Wales 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 and Wales. The
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe, such restrictions. Any failure to comply with
the restrictions may constitute a violation of the securities law
of any such jurisdiction.
Cenkos, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as financial adviser
exclusively to TP Group and no one else in connection with the
Acquisition and the other matters referred to in this Announcement.
In connection with such matters, Cenkos will not regard any other
person for providing the protections afforded to clients of Cenkos
or for providing advice in relation to the Acquisition or any other
matters referred to in this Announcement.
Stifel, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as financial adviser
and joint broker exclusively to Science Group and no one else in
connection with the Acquisition and the other matters referred to
in this Announcement. In connection with such matters, Stifel will
not regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of Stifel or for providing advice in relation
to the Acquisition or any other matters referred to in this
Announcement.
Liberum, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as joint broker
exclusively for Science Group and no one else in connection with
the Acquisition and the other matters referred to in this
Announcement. In connection with such matters, Liberum will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of Liberum or for providing advice in relation
to the Acquisition or any other matters referred to in this
document.
Disclosure requirements of the Takeover Code (the "Code")
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 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(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 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 +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.
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END
SOABKKBKFBDDFDB
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November 21, 2022 02:00 ET (07:00 GMT)
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