TIDMTPG TIDMSAG
RNS Number : 7420J
TP Group PLC
14 December 2022
14 December 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")
RESULT OF COURT MEETING AND GENERAL MEETING
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").
Further to the publication of the Scheme (the "Scheme Document")
by TP Group and Science Group on 21 November 2022 in connection
with the Acquisition, the Company announces that, at the Court
Meeting and the General Meeting each held earlier today in
connection with the Acquisition:
( 1) the requisite majority of Scheme Shareholders voted (either
in person or by proxy) in favour of the Scheme, being a majority in
number of Scheme Shareholders, who were present, entitled to vote
and voted (either in person or by proxy) and who together
represented not less than 75% of the votes cast at the Court
Meeting; and
(2) the requisite majority of TP Group Shareholders voted
(either in person or by proxy) in favour of the Special Resolution
to implement the Scheme, including the amendments to the TP Group
Articles, at the General Meeting.
Details of the resolutions passed are set out in the Notices of
the Court Meeting and General Meeting contained in the Scheme
Document. Capitalised terms used in this announcement (the
"Announcement") shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document.
Voting results of the Court Meeting
Each Scheme Shareholder present (in person or by proxy) was
entitled to one vote per Scheme Share held at the Voting Record
Time . Results of the poll at the Court Meeting held at 11:00 am on
14 December 2022 were as follows:
Results No. of % of Scheme No. of Scheme % of Scheme No. of Scheme
of Court Scheme Shareholders Shareholders Shares voted Shares voted* Shares voted
Meeting who voted** who voted* as a % of
the total
Scheme Shares
FOR*** 62 81.58 319,008,853 98.79 57.84
--------------------- -------------- ------------- -------------- ---------------
AGAINST 14 18.42 3,905,373 1.21 0.71
--------------------- -------------- ------------- -------------- ---------------
TOTAL 76 100 322,914,226 100 58.55
--------------------- -------------- ------------- -------------- ---------------
The total number of Scheme Shares in issue at the Voting Record
Time was 551,548,715.
Voting results of the General Meeting
Each Shareholder present (in person or by proxy) was entitled to
one vote per Share held at the Voting Record Time . Results of the
poll at the General Meeting held at 11:15 am on 14 December 2022
were as follows:
No. of Shares % of Shares voted* % of total voting
voted rights
FOR*** 319,940,673 98.77 41.06
-------------- ------------------- -----------------
AGAINST 3,984,059 1.23 0.51
-------------- ------------------- -----------------
WITHHELD**** 451,123 n/a 0.06
-------------- ------------------- -----------------
TOTAL 324,375,855 100 41.63
-------------- ------------------- -----------------
* Rounded to two decimal places.
** The total number of Scheme Shareholders who voted includes 9
Scheme Shareholders who gave instructions for votes to be cast in
favour of the resolution in respect of part of their holding and
against the resolution in respect of another part of their holding
("Split Voting"). The total numbers of Scheme Shareholders voting
for or against the Resolution by proxy therefore exceeds the
related total of those Scheme Shareholders present and voting
because where Scheme Shareholders have cast Split Voted, they have
been counted towards both the number of votes cast in favour of the
Resolution and the number of votes cast against.
*** Incorporates proxy appointments which gave discretion to the
Chair of the General Meeting.
**** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
resolution.
The total number of Shares in issue at the Voting Record Time
was 779,178,719. The Company does not hold any Shares in treasury.
Therefore, the total number of voting rights in TP Group at the
Voting Record Time were 779,178,719.
Expected timetable to completion
The Scheme Document contains an expected timetable of principal
events for the implementation of the Scheme. Completion of the
Scheme now remains conditional on the satisfaction or (if capable
of waiver) waiver of the other Conditions set out in the Scheme
Document, including the sanction of the Court at the Court Hearing,
which is expected to take place in the early part of Q1 2023,
subject to Science Group obtaining (or waiving) the NSIA and FATA
clearances, and, in any event, prior to 11.59 p.m. on the Long-stop
Date. Further details regarding the NSIA and FATA clearances are
set out in the Scheme Document.
The following dates are indicative
only and are subject to change
Court Hearing 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")
----------------------------
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 ("ED") of the Scheme D+2 Business Days ("ED")
----------------------------
Suspension of Shares to trading on AIM 7.30 a.m. on the ED
----------------------------
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
----------------------------
Cancellation of admission of TP Group to trading on AIM
The Company will announce the final timetable containing firm
dates once the date of the relevant regulatory clearances (detailed
below) have been confirmed (the " Timetable Announcement "). At
that point, TP Group expects to make an application to the London
Stock Exchange for the Shares to cease to be admitted to trading on
AIM with effect from the Business Day following the Effective Date
of the Scheme, subject to the sanction of the Court at the Court
Hearing once Science Group has obtained (or waived) the NSIA and
FATA clearances. 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 and cancellation of admission to
trading on AIM will take place by 7.00 a.m. on the Business Day
following the Effective Date. Suspension of the TP Group Shares
will occur no earlier than 10 clear business days following the
publication of the Timetable Announcement. 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.
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.
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
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 15 December 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, the AIM Rules 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 as their client, nor will they be responsible to 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
Announcement.
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
ROMFFEFILEESEDE
(END) Dow Jones Newswires
December 14, 2022 10:33 ET (15:33 GMT)
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