Offer Declared Wholly Unconditional

RNS Number : 2049Y

Oxford Instruments PLC

22 January 2014

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

22 January 2014

RECOMMENDED CASH OFFER

FOR

ANDOR TECHNOLOGY PLC ("ANDOR")

BY

OXFORD INSTRUMENTS NANOTECHNOLOGY TOOLS HOLDINGS LIMITED ("OINTH")

A WHOLLY-OWNED SUBSIDIARY OF OXFORD INSTRUMENTS PLC

OFFER DECLARED WHOLLY UNCONDITIONAL

Background

On 10 December 2013 the boards of Oxford Instruments plc and Andor announced that they had reached agreement on the terms of a recommended cash offer to be made by OINTH, a wholly-owned subsidiary of Oxford Instruments plc (together with OINTH, "Oxford Instruments"),for the entire issued and to be issued share capital of Andor (the "Offer").

The full terms of, and conditions to, the Offer together with the procedures for acceptance were set out in the offer document issued by Oxford Instruments on 17 December 2013 (the "Offer Document") and, in respect of Andor Shares held in certificated form, in the Form of Acceptance.

Offer Status

Oxford Instruments is pleased to announce that all of the Conditions to the Offer have been satisfied and, accordingly, the Offer is declared wholly unconditional.

The Offer will remain open for acceptance until 1.00 p.m. on 4 February 2014.  Andor Shareholders who have not yet accepted the Offer are encouraged to do so without delay.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Offer Document.

Level of acceptances

As at 1.00 p.m. (London time) on 21 January 2014, Oxford Instruments had received valid acceptances of the Offer in respect of 30,397,696 Andor Shares (representing approximately 94.93 per cent of the issued share capital of Andor), which Oxford Instruments may count towards the satisfaction of the acceptance condition to the Offer.  So far as Oxford Instruments is aware, none of these acceptances have been received from persons acting in concert with Oxford Instruments.  Of these acceptances, acceptances have been received in respect of, in aggregate, 5,749,340 Andor Shares (representing approximately 17.96 per cent of the issued share capital of Andor) which were subject to either (i) an irrevocable commitment, or (ii) a letter of intent, each as procured respectively by Oxford Instruments. 

Further to the announcement dated 8 January 2014, Oxford Instruments also confirms that valid acceptances have now been received in relation to all Andor Shares subject to the irrevocable commitments procured by Oxford Instruments from (i) Conor Walsh and (ii) Colin Walsh.

Neither Oxford Instruments nor any member of its concert party have any outstanding irrevocable commitments to accept the Offer.

The percentages of Andor Shares referred to in this announcement are based upon a figure of 32,020,496 Andor Shares in issue on 21 January 2014.

Andor Shareholders who have not yet accepted the Offer are urged to do so without delay and in accordance with the following:

·                If you hold Andor Shares in certificated form (that is, not in CREST), you must complete the Form of Acceptance in accordance with the instructions printed on it in accordance with paragraph 17(a) of the Letter from the Chairman of Oxford Instruments set out in Part II of the Offer Document and return it (along with any appropriate share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only) as soon as possible to Capita Asset Services.

·                If you hold Andor Shares in uncertificated form (that is, in CREST), you should follow the procedures for electronic acceptance through CREST in accordance with the instructions set out in paragraph 17(e) of the Letter from the Chairman of Oxford Instruments set out in Part II of the Offer Document so that a TTE Instruction settles as soon as possible.

Settlement of consideration

The consideration to which any Andor Shareholder is entitled under the Offer will be settled (i) in the case of valid acceptances received by 1.00 p.m. (London time) on 21 January 2014, on or before 4 February 2014; and (ii) in the case of valid acceptances received after 1.00 p.m. (London time) on 21 January 2014, but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Compulsory acquisition

As valid acceptances have now been received by Oxford Instruments under the Offer in respect of more than 90 per cent. of the Andor Shares to which the Offer relates, Oxford Instruments has the right to issue compulsory acquisition notices to Andor Shareholders who do not accept the Offer in accordance with the provisions of sections 974 to 991 of the 2006 Act (the "Compulsory Acquisition").  Accordingly, Oxford Instruments will shortly be posting statutory notices under section 980(1) of the 2006 Act to any Andor Shareholders who have not validly accepted the Offer, informing such Andor Shareholders that it will compulsorily acquire their Andor Shares under the provisions of sections 974 to 991 of the 2006 Act.  Oxford Instruments will make a further announcement in relation to the progress of the Compulsory Acquisition in due course.

Cancellation of trading in Andor Shares on AIM

As valid acceptances have now been received by Oxford Instruments under the Offer in respect of more than 75 per cent of Andor's issued share capital and the Offer is now declared wholly unconditional, as advised in the Offer Document, Oxford Instruments now intends to procure that Andor applies to the London Stock Exchange for the cancellation of the admission of the Andor Shares to trading on AIM upon 20 Business Days' notice. 

Following cancellation of the admission of the Andor Shares to trading on AIM, Andor will be re-registered as a private company under the relevant provisions of the 2006 Act.

Andor Shareholders are strongly recommended to accept the Offer as the cancellation of the admission to trading on AIM of the Andor Shares will significantly reduce the liquidity and marketability of any Andor Shares in respect of which acceptances of the Offer that are not submitted.

Interests in Andor Shares

As at close of business on 21 January 2014, being the last practicable date prior to the date of this announcement, neither Oxford Instruments, nor any person acting in concert with Oxford Instruments, is interested in, or has any rights to subscribe for any relevant securities of Andor, or has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Andor.  For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Andor and any borrowing or lending of any relevant securities of Andor which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Andor.

In accordance with Rule 30.4 of the City Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the websites of Oxford Instruments at http://www.oxford-instruments.com/investor and Andor at http://www.andorplc.com/ by no later than 12 noon (London time) on 22 January 2014 until the end of the Offer (including any competition reference period).  For the avoidance of doubt, the contents of the websites referred to above are not incorporated into and do not form part of this announcement.

Enquiries:

Oxford Instruments plc Jonathan Flint (Chief Executive) Kevin Boyd (Group Finance Director)	Tel: [phone]
Evercore (Lead Financial Adviser to Oxford Instruments) Bernard Taylor Julian Oakley	Tel: [phone]
J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker to Oxford Instruments) Robert Constant Richard Perelman	Tel: [phone]
MHP Communications (PR Adviser to Oxford Instruments) Rachel Hirst	Tel: [phone]

This announcement is not intended to and does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase,

otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of Andor Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Andor Shareholders should carefully read the Offer Document (and, if they hold their Andor Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Evercore is acting as lead financial adviser to Oxford Instruments on the Offer, with J.P. Morgan Cazenove acting as joint financial adviser and broker.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Oxford Instruments and no one else in connection with the Offer 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 Oxford Instruments for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint financial adviser and corporate broker exclusively for Oxford Instruments and no one else in connection with the matters referred to in this announcement 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 Oxford Instruments for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the matters referred to in this announcement.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one 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 tenth 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 one 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].

 

END

 

 

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