Publication and Posting of Scheme Document

RNS Number : 2759S

Anite PLC

06 July 2015

 



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

06 July 2015

Recommended Cash Acquisition

of

ANITE PLC

by

KEYSIGHT TECHNOLOGIES NETHERLANDS B.V.

(a wholly owned indirect subsidiary of Keysight Technologies, Inc.)

to be effected by means of a

Scheme of Arrangement

under Part 26 of the Companies Act 2006

Publication and Posting of Scheme Document and Confirmation of Korean Fair Trade Commission Approval

On 17 June 2015, the boards of Anite plc ("Anite") and Keysight Technologies, Inc. ("Keysight") announced that they had agreed the terms of the recommended Acquisition by Keysight Technologies Netherlands B.V. ("Keysight B.V."), a wholly owned indirect subsidiary of Keysight, of the entire issued and to be issued ordinary share capital of Anite at 126 pence per Anite Share, to be effected by way of a scheme of arrangement under Part 26 of the Companies Act.

Anite is today posting the scheme document in relation to the Acquisition (the "Scheme Document") to the holders of Anite Shares and, for information only, to Anite Share Scheme Participants. The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme, an Explanatory Statement, an expected timetable of principal events and details of the actions to be taken by Anite Shareholders. The Scheme Document also contains notices convening the Court Meeting and General Meeting, together with the associated Forms of Proxy.

As described in the Scheme Document, in order to become effective, the Scheme will require, amongst other things, the approval of Anite Shareholders and the sanction of the Court.

The Court Meeting and the General Meeting will be held at the offices of Simmons & Simmons LLP, CityPoint, One Ropemaker Street, London EC2Y 9SS, at 2.00 p.m. and 2.15 p.m. respectively on 30 July 2015.

Anite Share Scheme Participants will be sent further details of the impact (if any) of the Scheme on their options and the specific proposals being made to them in due course.

Holders of Anite Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

A copy of the Scheme Document will be made available on Anite's website (http://www.anite.com/investor-relations) and will also be available on Keysight's website (http://about.keysight.com/docs/investor_info.shtml).

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document.

Korean Fair Trade Commission Approval

On 01 July 2015, the Korean Fair Trade Commission ("KFTC") granted clearance for the acquisition by Keysight B.V. of Anite. The KFTC informed Keysight that the acquisition as notified is not in violation of Article 7 (Restrictions on Business Combination), Paragraph 1 of the Monopoly Regulation and Fair Trade Act (the "MRFTA"). As per the 2.7 Announcement, Appendix 1, Part A, Paragraph 2(B), the condition relating to this approval is now satisfied.

Timetable

The expected timetable of principal events for the implementation of the Acquisition is attached as an appendix to this announcement. If any of the key dates set out in the timetable change, Anite will give notice of this change by issuing an announcement via a Regulatory Information Service. Subject to the approval of Anite Shareholders, the sanction of the Court and the satisfaction or waiver of the other Conditions, it is expected that the Scheme will become effective in August 2015.

Information for Shareholders

The action to be taken in respect of the Meetings is set out in the section of the Scheme Document entitled "Actions to be taken" starting on page 9. Shareholders will find accompanying the Scheme Document a blue Form of Proxy for use at the Court Meeting and a white Form of Proxy for use at the General Meeting.

Whether or not shareholders plan to attend both or either of the Meetings, they are urged to complete, sign and return both Forms of Proxy and return them in accordance with the instructions printed thereon to Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible, but in any event so as to be received by post or, during normal business hours, by hand, by 2.00 p.m. on 28 July 2015 in the case of the Court Meeting and by 2.15 p.m. on 28 July 2015 in the case of the General Meeting (or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Meeting).

If Shares are held in CREST, shareholders may vote by following the CREST proxy voting instructions in accordance with the procedures set out in the CREST Manual.  If the blue Form of Proxy for use at the Court Meeting is not lodged by 2.00 p.m. on 28 July 2015, it may be handed to the Registrars on behalf of the Chairman at the Court Meeting before the taking of the poll.  However, in the case of the General Meeting, unless the white Form of Proxy is lodged so as to be received by 2.15 p.m. on 28 July 2015, it will be invalid.  The completion and return of a Form of Proxy will not prevent a shareholder from attending and voting at either of the meetings, or any adjournment thereof, in person should he or she wish to do so.

Shareholder Helpline

If shareholders have any questions relating to this announcement or the Scheme Document or the completion and return of the Forms of Proxy or CREST proxy voting, please call Equiniti on 0871 384 2809 (or, from outside the United Kingdom, [phone]) between 8.30 a.m. and 5.30 p.m. Monday to Friday excluding UK public holidays.  Calls cost 8p per minute (excluding VAT) plus network extras.  Please note that calls to these numbers may be monitored or recorded, and no advice on the Scheme or the Acquisition can be given.

Shareholders may also request a hard copy of this announcement by contacting Equiniti on the telephone numbers above or by submitting a request in writing to Anite at Ancells Business Park, Harvest Crescent, Fleet, Hampshire GU51 2UZ. Your attention is drawn to the fact that a hard copy of this announcement will not be sent to shareholders unless so requested. Shareholders may also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form.

Enquiries

Anite plc	Tel: [phone]
Christopher Humphrey, Chief Executive Richard Amos, Group Finance Director
Evercore (lead financial adviser to Anite)	Tel: [phone]
Edward Banks Tiarnán O'Rourke
Jefferies (financial adviser and corporate broker to Anite)	Tel: [phone]
Simon Hardy
Canaccord Genuity Limited (financial adviser and corporate broker to Anite)	Tel: [phone]
Simon Bridges
MHP Communications (PR adviser to Anite)	Tel: [phone]
Reg Hoare

Further Information

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as lead financial adviser exclusively for Anite and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Anite for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement. Neither Evercore nor any of its subsidiaries, branches 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 Evercore in connection with this announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Anite as financial adviser and corporate broker and no-one else in connection with the Acquisition and Jefferies will not regard any other person as its client(s) of Jefferies in relation to the Acquisition and will not be responsible to anyone other than Anite for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Anite as financial adviser and corporate broker and no-one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Anite for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or otherwise dispose of or invitation to purchase or otherwise acquire any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with the laws of the United Kingdom 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 certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

The Acquisition relates to the shares of a United Kingdom company and is being effected by means of a scheme of arrangement under the laws of the United Kingdom.  Neither the proxy solicitation rules nor (unless implemented by means of an Offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, apply to the Acquisition. Moreover, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and under the Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.  If Keysight BV exercises its right to implement the Acquisition of the Anite Shares by way of an Offer and determines to extend the Offer into the United States, the Offer will be made in compliance with applicable United Kingdom and US securities laws and regulations. Financial information relating to Anite included in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that 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.

Unless otherwise determined by Keysight BV 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 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 Acquisition 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 Acquisition (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.

The availability of the Acquisition to Anite Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Dealing disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent 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. (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 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 Takeover Code, any person who is, or becomes, interested in 1 per cent 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, 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 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. 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 [phone].

Information Relating to Anite Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Anite Shareholders, persons with information rights and other relevant persons for the receipt of communications from Anite may be provided to Keysight during the offer period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.6(c).

Publication on website

In accordance with Rule 24.1 of the Takeover Code, a copy of this announcement and the Scheme Document will be available on Keysight's website (http://about.keysight.com/docs/investor_info.shtml) and Anite's website (http://www.anite.com/investor-relations) by no later than 12.00 noon on the Business Day following publication of this announcement.

Appendix

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in this Scheme Document are London times unless otherwise stated.

Event	Time	Date
Latest time for lodging blue Form of Proxy for the Court Meeting	2.00 p.m.	28 July 20151
Latest time for lodging white Form of Proxy for the General Meeting	2.15 p.m.	28 July 20152
Voting Record Time	6.00 p.m.	28 July 20153
Court Meeting	2.00 p.m.	30 July 2015
General Meeting	2.15 p.m.	30 July 20154
The following dates are indicative only and are subject to change5
Court Sanction Hearing Date	A date expected to be in early August 2015 ("D")6
Last day of dealings in the Anite Shares		D
Dealings in the Anite Shares suspended	5.00 p.m.	D
Scheme Record Date	6.00 p.m.	D
Effective Date of the Scheme		D+5
Delisting of the Anite Shares	7.30 a.m.	D+6
Latest date for despatch of cheques or for settlement through CREST	within 14 days of the Effective Date
Long Stop Date		02 January 20167

Notes:

1              The blue Form of Proxy for the Court Meeting if not lodged by this deadline may be handed to Equiniti on behalf of the Chairman at the Court Meeting at any time before the taking of the poll. 

2              The white Form of Proxy for the General Meeting must be lodged by 2.15 p.m. on 28 July 2015 in order to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting.

3              If either the Court Meeting or General Meeting is adjourned, the Voting Record Time shall be 6:00 p.m. two days prior to the time fixed for the adjourned Meeting or, if both are adjourned, 6:00 p.m. two days prior to the date fixed for the adjourned Court Meeting.

4              The General Meeting will commence at 2.15 p.m. on 30 July 2015 or, if later, as soon as the Court Meeting has been concluded or adjourned.

5              These dates are indicative only and will depend, among other things, on the date upon which (i) the Conditions are satisfied or, if capable of being waived, waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies for registration (which will be dependent on, amongst other things, the period of time taken by HMRC to stamp the Court Order).  Anite will give notice of all of these dates when known by issuing an announcement through a Regulatory Information Service.

6              Any references to a day before or after "D" are references to a Business Day.

7              This is the latest date by which the Scheme may become effective unless Keysight B.V. determines that such date shall be a later date (which the Panel and, if required, the Court may permit).

The dates given are based on Anite's current expectations and may be subject to change.  All Scheme Shareholders have the right to attend the Court Sanction Hearing to sanction the Scheme.

 

END

 

 

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