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Friday 21 April, 2017

Directforce Trading

Statement re Possible Offer

RNS Number : 0521D
Directforce Trading Ltd
21 April 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

DIRECTFORCE TRADING LTD HAS THE SAME ULTIMATE BENEFICIAL OWNER AS LAB TECH INVESTMENTS.

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

                                                                                                     21 APRIL 2017

RECOMMENDED CASH OFFER

for

MARKET TECH HOLDINGS LIMITED

by

LABTECH INVESTMENTS LTD

Summary

·                  The boards of directors of LabTech Investments Ltd ("LabTech") and Market Tech Holdings Limited ("Market Tech") are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Market Tech by LabTech, pursuant to which LabTech will acquire the entire issued and to be issued ordinary share capital of Market Tech not already directly or indirectly owned by LabTech (the "Offer"). As at the date of this Announcement, LabTech holds approximately 71.00 per cent. of Market Tech's issued shares.

·                  Under the terms of the Offer, Market Tech Shareholders will receive 188 pence in cash for each Market Tech Share.  The Offer values the entire issued, and to be issued, share capital of Market Tech on a fully-diluted basis (excluding any ordinary shares of 10 pence each in the capital of Market Tech issuable on conversion of the Convertible Bonds) at approximately £892.5 million.

·                  The Offer provides an attractive opportunity for Market Tech Shareholders to realise their shareholdings at a premium in cash. LabTech's offer represents a premium of approximately:

·               29.66 per cent. to the Closing Price of 145 pence per Market Tech Share on 20 April 2017, being the last Business Day before the date of this Announcement; and

·               36.10 per cent. to the VWAP since 20 January 2017 of 138.1 pence per Market Tech Share, being the three month period before the date of this Announcement.

·                  The Independent Market Tech Directors, who have been so advised by Rothschild as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Market Tech Directors, Rothschild has taken into account the commercial assessments of the Independent Market Tech Directors. Rothschild is providing independent financial advice to the Independent Market Tech Directors for the purposes of Rule 3 of the Takeover Code.

·                  Accordingly, the Independent Market Tech Directors intend unanimously to recommend that Market Tech Shareholders accept the Offer.

·                  The Offer is subject to the condition that LabTech has received acceptances under the Offer or has otherwise acquired or contracted to acquire not less than 68,256,710 Market Tech Shares (being a number of Market Tech Shares equal to just over 50 per cent. of the current issued share capital of Market Tech (other than the LabTech Shares)).

·                  LabTech has received irrevocable commitments to accept (or procure the acceptance of) the Offer from each of the Independent Market Tech Directors who is interested in Market Tech Shares in respect of their own beneficial holdings of a total of 349,250 Market Tech Shares (representing approximately 0.07 per cent. of the existing issued Market Tech Shares, and 0.26 per cent. of the Remaining Market Tech Shares, in issue as at the close of business on 20 April 2017, being the last Business Day before the date of this Announcement).

·                  LabTech has also received non-binding letters of intent from Lombard Odier Investment Managers group (LOIM) for accounts managed by LOIM entities to accept (or procure the acceptance of) the Offer in respect of a total of 9,852,516 Market Tech Shares (representing approximately 2.09 per cent. of the existing issued Market Tech Shares, and 7.22 per cent. of the Remaining Market Tech Shares, in issue as at the close of business on 20 April 2017, being the last Business Day before the date of this Announcement).

·                  LabTech is a property and technology company that was established in 2014. LabTech's primary assets are its shareholding in Market Tech and a substantial portfolio of properties in Holborn, Central London, which it acquired in late 2016 for approximately £300 million. LabTech is wholly owned by GHT, a trust of which the ultimate and sole beneficiary is Teddy Sagi.       

·                  LabTech intends to finance the Offer exclusively by means of its existing financial resources.

·                  The Offer Document will include full details of the Offer and will specify the actions to be taken by Market Tech Shareholders. It is expected that the Offer Document will be posted to Market Tech Shareholders as soon as practicable.

·                  Commenting on the Offer, Robert Akkerman of LabTech, said:

 

"We continue to believe in Market Tech's potential and believe this offer provides an attractive and certain value for the current Market Tech independent shareholders."

·                  Commenting on the Offer, Neil Sachdev, Chairman of Market Tech, said:

"The Independent Market Tech Directors have reviewed this cash offer in light of the potential of the Market Tech business whilst also considering the impact of both uncertain market conditions and the current rating for listed UK real estate companies with large scale long term developments.

Against this background, the Independent Market Tech Directors believe the cash offer provides shareholders with a certain opportunity to realise future potential value today, at an attractive premium to the current share price."

·                  Rothschild is acting as exclusive financial adviser to Market Tech in relation to the Offer and is providing independent financial advice to the Independent Market Tech Directors for the purposes of Rule 3 of the Takeover Code.

·                  UBS is acting as exclusive financial adviser to LabTech in relation to the Offer.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix 2 contains the bases and sources of certain information used in this summary and this Announcement. Appendix 3 contains details of the irrevocable commitments received by LabTech in relation to the Offer that are referred to in this Announcement. Appendix 4 contains definitions of certain terms used in this summary and this Announcement.

Enquiries:

LabTech
Robert Akkerman
Savvas Constantinou
Keren Yoash

+357 22 678 944

UBS (Financial Adviser to LabTech)
Tomer Jacob
James Robertson
Thomas Raynsford
Sandip Dhillon

+44 (0)20 7567 8000

Market Tech
Charles Butler
David Brown

+44 (0)20 3727 1000

Rothschild (Financial Adviser to Market Tech)
Alex Midgen
Robert Waddingham
Sam Green
Alexander Gibbs

+44 (0)20 7280 5000

Shore Capital (Corporate Broker to Market Tech)
Simon Fine
Dru Danford

+44 (0)20 7408 4090

FTI Consulting (PR Adviser to Market Tech)
Richard Sunderland
Claire Turvey
Markettech@fticonsulting.com

+44 (0)20 3727 1000

Berwin Leighton Paisner LLP and Mourant Ozannes are retained as legal advisers to LabTech.

Slaughter and May and Carey Olsen are retained as legal advisers to Market Tech.

Important notices relating to financial advisers and brokers

UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as exclusive financial adviser to LabTech and no one else in connection with the Offer. In connection with such matters, UBS Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Rothschild, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as exclusive financial adviser to Market Tech and no one else in connection with the Offer. In connection with such matters, Rothschild, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Shore Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Market Tech and no one else in connection with the Offer. In connection with such matters, Shore Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Further information

This Announcement 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. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Market Tech Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This Announcement has been prepared for the purposes of complying with Guernsey law, the rules of the London Stock Exchange 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 and regulations of any jurisdiction outside the United Kingdom and Guernsey.

Overseas jurisdictions

The distribution of this Announcement in jurisdictions other than the United Kingdom and Guernsey and the ability of the Market Tech Shareholders who are not resident in the United Kingdom or Guernsey to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Guernsey or Market Tech Shareholders who are not resident in the United Kingdom or Guernsey will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction.

Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom or Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Forward-looking statements

This Announcement contains statements that are or may be forward-looking statements. 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", "asset values" or "strategy" 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, asset values, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of LabTech's or Market Tech's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on LabTech's or Market Tech's business.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of LabTech or Market Tech. 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. 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 LabTech or Market Tech 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. LabTech and Market Tech disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No profit forecast

No statement in this Announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those of the preceding financial periods for Market Tech.

Disclosure requirements of the Takeover Code

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 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 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(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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, Market Tech announces that as at the date of this Announcement it has 470,700,918 ordinary shares of 10 pence each in issue and admitted to trading on the standard segment of the main market for listed securities of the London Stock Exchange. In addition, Market Tech has £89,300,000 of Convertible Bonds listed on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. The Convertible Bonds are convertible into fully paid ordinary shares of 10 pence each in the capital of Market Tech. The International Securities Identification Number for the Market Tech Shares is GG00BSSWD593. The International Securities Identification Number for the Convertible Bonds is XS1209164919.

Information relating to Market Tech Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Market Tech Shareholders, persons with information rights and other relevant persons for the receipt of communications from Market Tech may be provided to LabTech during the offer period as required under Section 4 of Appendix 4 to the Takeover Code.

Publication on website

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Market Tech's website at www.market-tech.com/investors/labtechoffer by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt the content of that website is not incorporated into, and does not form part of, this Announcement.

A hard copy of this Announcement will be sent to Market Tech Shareholders (other than Market Tech Shareholders who have elected to receive electronic communications) in the near future. Market Tech Shareholders may request a hard copy of this Announcement by contacting the Company Secretary during business hours on +44 (0)1481 739810 or by submitting a request in writing to the Company Secretary at Market Tech, Third Floor, La Plaiderie Chambers, La Plaiderie, St Peter Port, Guernsey, GY1 1WG. Market Tech Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Reduction of Offer consideration in the event of dividend and/or distribution and/or return of capital

The Market Tech Shares will be acquired by LabTech under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature together with all rights now or hereafter attaching thereto, including the right to receive in full and retain all dividends and other distribution (if any) declared, made or paid on or after the date of this Announcement. If any such dividend and/or other distribution and/or return of capital is proposed, declared, made, paid or payable by Market Tech on or after the date of this Announcement, LabTech reserves the right to reduce by the amount of such dividend and/or distribution and/or return of capital the Offer consideration payable in respect of a Market Tech Share, except insofar as the Market Tech Share is or will be transferred on a basis which entitles LabTech alone to receive the dividend and/or distribution and/or return of capital but if that reduction in consideration has not been effected, the person to whom the consideration payable under the Offer is paid in respect of that Market Tech Share will be obliged to account to LabTech for the amount of such dividend and/or distribution and/or return of capital.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

                                                                                                     21 APRIL 2017

RECOMMENDED CASH OFFER

for

MARKET TECH HOLDINGS LIMITED

by

LABTECH INVESTMENTS LTD

1.            Introduction

The boards of LabTech Investments Ltd ("LabTech") and Market Tech Holdings Limited ("Market Tech") are pleased to announce the terms of a recommended cash offer for Market Tech by LabTech, pursuant to which LabTech will acquire the entire issued and to be issued ordinary share capital of Market Tech not already directly or indirectly owned by LabTech (the "Offer").  As at the date of this Announcement, LabTech holds approximately 71.00 per cent. of Market Tech's issued shares.

2.            Summary of the Offer

It is intended that the Offer will be implemented by means of a takeover offer under Part XVIII of the Companies Law and in accordance with the Takeover Code.

Under the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 of this Announcement and to the full terms and conditions to be set out in the Offer Document, Market Tech Shareholders will receive:

For each Market Tech Share

188 pence in cash

The Offer values the entire issued and to be issued share capital of Market Tech on a fully-diluted basis (excluding any ordinary shares of 10 pence each in the capital of Market Tech issuable on conversion of the Convertible Bonds) at approximately £892.5 million.

The Offer provides an attractive opportunity for Market Tech Shareholders to realise their shareholdings at a premium in cash.

The Offer represents a premium of approximately:

·                  29.66 per cent. to the Closing Price of 145 pence per Market Tech Share on 20 April 2017, being the last Business Day before the date of this Announcement; and

·                  36.10 per cent. to the VWAP since 20 January 2017 of 138.1 pence per Market Tech Share, being the three month period before the date of this Announcement.

3.            Background to and reasons for the Offer

Market Tech currently combines central London real estate assets based in Camden Town with a technology and e-commerce services business ("Market Tech Digital"). Since its IPO, Market Tech has sought to develop these real estate assets through active management, including using technology and e-commerce to enhance returns. Market Tech has expanded rapidly investing over £460 million in real estate and technology assets since the IPO and continues to have ambitions to grow the business through acquisitions and further development.

At the time of the IPO, the Board of LabTech believed that the public listing of Market Tech would facilitate the growth and development of the Company. However, since then, as a result of factors including (i) macro events (ii) the mix of real estate and technology assets within Market Tech and (iii) the wider performance of UK real estate shares, in particular those with London development exposure, the share price of Market Tech has come under pressure and is trading at a material and persistent discount to NAV. This has made accessing capital more expensive for the Company and restricted Market Tech's ability to expand.

Independently from Market Tech, LabTech has continued to invest in central London real estate assets, outside of the Market Tech Camden Town estate, and further develop its own global co-working offering. The Board of LabTech believes that these interests are now best combined with Market Tech.

The Board of LabTech believes that this offer provides an opportunity of liquidity for all Market Tech Shareholders to realise cash in a short timeframe through the Offer at an attractive value for Market Tech Shareholders.

4.            Background to and reasons for the Independent Market Tech Directors' recommendation of the Offer

In considering the Offer, the Independent Market Tech Directors have taken into account both the potential growth and the risks inherent in the continued execution of Market Tech's business plan and the relationship between the real estate assets and Market Tech Digital. The Independent Market Tech Directors have also taken into account the gearing levels in the business and the cost of raising equity at the current share price in the context of the future cash requirements of the business, including a significant development pipeline, any potential future acquisitions and the strategic review of the technology business as previously announced. These factors have been considered against the certainty of a cash offer at a level that the Independent Market Tech Directors believe is unlikely to be seen in the public markets in the medium-term.

Whilst the Independent Market Tech Directors continue to believe in the prospects for the business, the Offer represents an attractive and certain valuation given the share price has consistently traded at a discount to historic net asset value. The Independent Market Tech Directors also note there is limited free-float as the existing LabTech shareholding is over 70 per cent., and the Offer therefore provides all Market Tech Shareholders with an opportunity to realise their investment which is not otherwise available to them given the relatively illiquid market for Market Tech's shares. Accordingly, the Independent Market Tech Directors intend to recommend unanimously the Offer to Market Tech Shareholders.

5.            Recommendation

The Independent Market Tech Directors, who have been so advised by Rothschild as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Market Tech Directors, Rothschild has taken into account the commercial assessments of the Independent Market Tech Directors. Rothschild is providing independent financial advice to the Independent Market Tech Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Independent Market Tech Directors intend unanimously to recommend that Market Tech Shareholders accept the Offer, as each of the Independent Market Tech Directors who is interested in Market Tech Shares has irrevocably committed to do in respect of their own beneficial holdings of 349,250 Market Tech Shares, representing approximately 0.07 per cent. of the existing issued Market Tech Shares, and 0.26 per cent. of the Remaining Market Tech Shares, in issue as at the close of business on 20 April 2017, being the last Business Day before the date of this Announcement.

6.            Irrevocable commitments and letters of intent

LabTech has received irrevocable commitments to accept (or procure acceptance of) the Offer from each of the Independent Market Tech Directors who is interested in Market Tech Shares in respect of their own beneficial holdings of a total of 349,250 Market Tech Shares (representing approximately 0.07 per cent. of the  existing issued Market Tech Shares, and 0.26 per cent. of the Remaining Market Tech Shares, in issue as at the close of business on 20 April 2017, being the last Business Day before the date of this Announcement).

LabTech has also received non-binding letters of intent from Lombard Odier Investment Managers group (LOIM) for accounts managed by LOIM entities to accept (or procure the acceptance of) the Offer in respect of a total of 9,852,516 Market Tech Shares (representing approximately 2.09 per cent. of the existing issued Market Tech Shares, and 7.22 per cent. of the Remaining Market Tech Shares, in issue as at the close of business on 20 April 2017, being the last Business Day before the date of this Announcement).

Further details of the irrevocable commitments and letters of intent are contained in Appendix 3 to this Announcement.     

7.            Information on Market Tech

Market Tech combines the iconic Camden Market real estate assets with digital technology to deliver a living, working, retail and leisure environment.           The Company owns approximately 16 acres of real estate assets in Camden, including assets such as the Stables Market; Union Street Market, (also known as Buck Street Market); Camden Lock Market; and the Company's major Hawley Wharf development, (formerly known as Camden Lock Village). It also owns separate real estate assets on Camden High Street; Kentish Town Road; properties on Jamestown Road, (including the Camden Wharf Building); The Interchange Building on Oval Road, Utopia Village in Primrose Hill, 1-11 Hawley Crescent and 49 Chalk Farm Road.

The Company owns three e-commerce businesses, referred to as Market Tech Digital. These are Stucco Media, an e-commerce marketing platform, Glispa, a Berlin-based mobile marketing business and Fiver, a B2C online fashion retailer.

For the financial year ended 31 March 2016 Market Tech reported revenue of £130.3 million, profit before tax of £12.5 million, and profit after tax of £7.6 million, with a reported net asset value of £778.9m. For the subsequent six month period ended 30 September 2016, Market Tech reported revenue of £71.0 million, profit before tax of £43.0 million, and profit after tax of £42.3 million, with a reported net asset value of £824.6m. Market Tech's iconic London real estate assets are valued at £1.0 billion (as at 30 September 2016). The Company is listed on the London Stock Exchange.

8.            Information on LabTech

LabTech is a property and technology company that was established in 2014. LabTech's primary assets are its shareholding in Market Tech and a substantial portfolio of properties in Holborn, Central London, which it acquired in late 2016 for approximately £300 million. LabTech intends to continue to grow its business interests, in particular in London real estate, and expand its co-working brand internationally. LabTech is wholly owned by GHT, a trust of which the ultimate and sole beneficiary is Teddy Sagi.   

9.            Directors, management and employees

LabTech has a long-standing relationship with Market Tech and is aware of the significance and contribution of Market Tech management and employees. Accordingly, LabTech confirms that the contractual rights of existing management and employees of Market Tech will be fully observed. LabTech anticipates that changes to the Market Tech Board and senior management team may be required post completion of the Offer. At this stage, no firm decisions have been made by LabTech in this regard.

10.          Current trading

Since Market Tech's unaudited interim results for the six months ended 30 September 2016, current trading has continued in line with management's expectations and the outlook for the full year remains unchanged.

11.          Financing of the Offer

LabTech will finance the entire cash consideration payable to Market Tech Shareholders under the terms of the Offer from its existing financial resources.

UBS, as exclusive financial adviser to LabTech, is satisfied that sufficient resources are available to LabTech to satisfy in full the cash consideration payable to Market Tech Shareholders under the terms of the Offer.

12.          Structure of the Offer

Terms and conditions

Appendix 1 to this Announcement sets out the Conditions and certain further terms to which the Offer will be subject. The full terms and conditions of the Offer will be set out in the Offer Document.

It is intended that the Offer will be implemented by means of a takeover offer in accordance with Part XVIII of the Companies Law. However, LabTech reserves the right, subject to the consent of the Panel, to implement the Offer by way of a court-sanctioned scheme of arrangement under Part VIII of the Companies Law.

Further details of the Offer, including an indicative timetable for the implementation of the Offer, will be set out in the Offer Document, which, together with the Form of Acceptance, is expected to be despatched to Market Tech Shareholders as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of this Announcement.

The Offer Document and Form of Acceptance will be made available to all Market Tech Shareholders at no charge to them.

Compulsory acquisitions and delisting

If LabTech receives acceptances under the Offer in respect of, and/or otherwise acquires, not less than 90 per cent. in value of the shares affected by the Offer (within the meaning set out in section 337 and section 337A of the Companies Law), LabTech intends to exercise its rights pursuant to section 337 of the Companies Law to compulsorily acquire the Market Tech Shares not already acquired by it.

Market Tech has agreed that if the Offer becomes or is declared unconditional in all respects, it will make an application within two Business Days of such date for cancellation, respectively, of the trading in Market Tech Shares on the London Stock Exchange's main market for listed securities and of the listing of Market Tech Shares on the standard listing segment of the Official List.  A notice period of not less than 20 Business Days before the cancellation will commence on the date on which such application is made.  Delisting will materially and adversely affect the liquidity and marketability of any Market Tech Shares not assented to the Offer.  Moreover, the Relationship Agreement will terminate in full with effect from the date on which the delisting becomes effective.

LabTech has agreed that, after the Offer becomes or is declared unconditional in all respects, the Offer will remain open for acceptance for a further period of not less than 50 calendar days in order to allow Market Tech Shareholders who wish to accept the Offer to do so.

13.          Disclosure of Interests

As at the close of business on 20 April 2017, being the last Business Day before the date of this Announcement, LabTech held:

·                  334,187,500 Market Tech Shares, representing approximately 71.00 per cent. of the issued share capital of Market Tech; and

·                  £16,200,000 of Convertible Bonds pursuant to the terms of which LabTech is entitled, on conversion of such bonds at the prevailing conversion price of £2.9396, to be issued 5,510,953 ordinary shares of 10 pence each in the capital of Market Tech, representing, assuming that no other Convertible Bonds are converted, approximately 1.15 per cent. of the fully diluted share capital of Market Tech.

As at the close of business on 20 April 2017, being the last Business Day before the date of this Announcement, LabTech therefore had an interest in 339,698,453 relevant Market Tech securities, representing, assuming that no other Convertible  Bonds are converted, approximately 70.74 per cent. of the fully diluted share capital of Market Tech.

As at 19 April 2017, being the latest practicable date before the publication of this Announcement, the following persons (each of whom is deemed to be acting in concert with LabTech for the purposes of the Takeover Code) held an interest in relevant Market Tech securities:

Name

Number of Market Tech Shares

Percentage of existing issued Market Tech Shares (approx.)

Percentage of Remaining Market Tech Shares (approx.)

Robert Akkerman

25,000*
   

0.01%

0.02%

Oren Merchav

25,000

0.01%

0.02%

[1] Held by a trust of which Robert Akkerman is a beneficiary.

 

Save in respect of the irrevocable commitments referred to in paragraph 6 above, and as disclosed in this paragraph 13, neither LabTech nor any of the LabTech Directors nor, so far as the LabTech Directors are aware, any party acting in concert with LabTech as at 19 April 2017, being the latest practicable date before the publication of this Announcement:

·                  had any interest in, or right to subscribe for, any Market Tech Shares; or

·                  had any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, in Market Tech Shares, nor any arrangement in relation to Market Tech Shares.

For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing and lending of Market Tech Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Market Tech Shares which may be an inducement to deal or refrain from dealing in such securities.

In the interests of maintaining confidentiality before this Announcement, LabTech has not yet completed its enquiries in respect of the matters referred to in this paragraph 13 of certain parties deemed to be acting in concert with LabTech for the purposes of the Offer. Enquiries of such parties will be completed as soon as practicable following the date of this Announcement, and in accordance with Note 2(a)(i) to Rule 8 of the Takeover Code, further disclosures, if any, required in respect of such parties will be made as soon as possible and in any event by no later than 12 noon (London time) on the day falling 10 Business Days after the date of this Announcement. 

Market Tech confirms that it will today make an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.2(a) of the Takeover Code.

14.          Offer-related arrangements

Confidentiality Agreement

LabTech and Market Tech have entered into a mutual non-disclosure agreement dated 18 April 2017 pursuant to which each of LabTech and Market Tech has agreed, amongst other things, to keep certain information relating to the other party confidential and not to disclose it to third parties (other than permitted parties) unless required by law or regulation.

Co-operation Agreement

LabTech and Market Tech have entered into a co-operation agreement dated 21 April 2017 with respect to the implementation of the Offer. Under the terms of the Co-operation Agreement, LabTech has agreed to work co-operatively and reasonably with Market Tech to implement the Offer in substantially the form contemplated by this Announcement.

LabTech and Market Tech have agreed to certain undertakings to co-operate and provide each other with reasonable information and assistance regarding the preparation of key shareholder documents. In addition, Market Tech has consented in the Co-operation Agreement to LabTech purchasing (or agreeing to purchase) up to 4,819,994 Market Tech Shares less any Market Tech Shares that would fall within the scope of LR 14.2.2R(4)(a)(v) (and which will count towards satisfaction of the acceptance Condition in paragraph 1 of Part A of Appendix 1 to this Announcement). LabTech has agreed that it will not, without the prior written consent of Market Tech, convert any of the Convertible Bonds held by it into Market Tech Shares. Market Tech has also agreed in the Co-operation Agreement that if the Offer becomes or is declared unconditional in all respects, it will make an application within two Business Days of such date for cancellation, respectively, of the trading in Market Tech Shares on the London Stock Exchange's main market for listed securities and of the listing of Market Tech Shares on the standard listing segment of the Official List and has further agreed that the Relationship Agreement will terminate in full on the date on which the delisting becomes effective.

The Co-operation Agreement makes customary provision in respect of directors' and officers' liability insurance and employee incentive schemes.

LabTech has the right to terminate the Co-operation Agreement if (i) the Offer is withdrawn or lapses, (ii) the Board of Market Tech withdraw its recommendation of the Offer, (iii) the Offer has not become or been declared unconditional as to acceptances by the date falling 81 days after the date on which the Offer Document is sent to Market Tech Shareholders or (iv) as agreed in writing between LabTech and Market Tech.

15.          Market Tech LTIP

Participants in the Market Tech LTIP will be contacted regarding the effect of the Offer on their rights under the Market Tech LTIP and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in the Offer Document and in separate letters to be sent to participants in the Market Tech LTIP.

16.          Convertible Bonds

As the current conversion price of the Convertible Bonds is significantly higher than the Offer price of 188 pence per Market Tech Share, no proposal will be made to the holders of the Convertible Bonds pursuant to Rule 15 of the Takeover Code.

17.          Documents published on website

The following documents will be published by no later than 12 noon (London time) on the Business Day following this Announcement on Market Tech's website at www.market-tech.com/investors/labtechoffer and will be made available there until the end of the offer period.

·                  a copy of this Announcement;

·                  the irrevocable commitments referred to in paragraph 6 and set out in Appendix 3 to this Announcement;

·                  the letters of intent referred to in paragraph 6 and set out in Appendix 3 to this Announcement;

·                  the Confidentiality Agreement; and

·                  the Co-operation Agreement.

The content of Market Tech's website is not incorporated into and does not form part of this Announcement.

18.          General

The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix 2 contains the bases and sources of certain information used in this summary and this Announcement. Appendix 3 contains details of the irrevocable commitments received by LabTech in relation to the Offer that are referred to in this Announcement. Appendix 4 contains definitions of certain terms used in this summary and this Announcement.

Enquiries:

LabTech
Robert Akkerman
Savvas Constantinou
Keren Yoash

+357 22 678 944

UBS (Financial Adviser to LabTech)
Tomer Jacob
James Robertson
Thomas Raynsford
Sandip Dhillon

+44 (0)20 7567 8000

Market Tech
Charles Butler
David Brown

+44 (0)20 3727 1000

Rothschild (Financial Adviser to Market Tech)
Alex Midgen
Robert Waddingham
Sam Green
Alexander Gibbs

+44 (0)20 7280 5000

Shore Capital (Corporate Broker to Market Tech)
Simon Fine
Dru Danford

+44 (0)20 7408 4090

FTI Consulting (PR Adviser to Market Tech)
Richard Sunderland
Claire Turvey
Markettech@fticonsulting.com

+44 (0)20 3727 1000

Berwin Leighton Paisner LLP and Mourant Ozannes are retained as legal advisers to LabTech.

Slaughter and May and Carey Olsen are retained as legal advisers to Market Tech.

Important notices relating to financial advisers and brokers

UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as exclusive financial adviser to LabTech and no one else in connection with the Offer. In connection with such matters, UBS Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Rothschild, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as exclusive financial adviser to Market Tech and no one else in connection with the Offer. In connection with such matters, Rothschild, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Shore Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Market Tech and no one else in connection with the Offer. In connection with such matters, Shore Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Further information

This Announcement 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. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Market Tech Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This Announcement has been prepared for the purposes of complying with Guernsey law, the rules of the London Stock Exchange 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 and regulations of any jurisdiction outside the United Kingdom and Guernsey.

Overseas jurisdictions

The distribution of this Announcement in jurisdictions other than the United Kingdom and Guernsey and the ability of the Market Tech Shareholders who are not resident in the United Kingdom or Guernsey to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Guernsey or Market Tech Shareholders who are not resident in the United Kingdom or Guernsey will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction.

Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom or Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Forward-looking statements

This Announcement contains statements that are or may be forward-looking statements. 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", "asset values" or "strategy" 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, asset values, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of LabTech's or Market Tech's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on LabTech's or Market Tech's business.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of LabTech or Market Tech. 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. 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 LabTech or Market Tech 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. LabTech and Market Tech disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No profit forecast

No statement in this Announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those of the preceding financial periods for Market Tech.

Disclosure requirements of the Takeover Code

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 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 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(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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, Market Tech announces that as at the date of this Announcement it has 470,700,918 ordinary shares of 10 pence each in issue and admitted to trading on the standard segment of the main market for listed securities of the London Stock Exchange. In addition, Market Tech has £89,300,000 of Convertible Bonds listed on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. The Convertible Bonds are convertible into fully paid ordinary shares of 10 pence each in the capital of Market Tech. The International Securities Identification Number for the Market Tech Shares is GG00BSSWD593. The International Securities Identification Number for the Convertible Bonds is XS1209164919.

Information relating to Market Tech Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Market Tech Shareholders, persons with information rights and other relevant persons for the receipt of communications from Market Tech may be provided to LabTech during the offer period as required under Section 4 of Appendix 4 to the Takeover Code.

Publication on website

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Market Tech's website at www.market-tech.com/investors/labtechoffer by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt the content of that website is not incorporated into, and does not form part of, this Announcement.

A hard copy of this Announcement will be sent to Market Tech Shareholders (other than Market Tech Shareholders who have elected to receive electronic communications) in the near future. Market Tech Shareholders may request a hard copy of this Announcement by contacting the Company Secretary during business hours on +44 (0)1481 739810 or by submitting a request in writing to the Company Secretary at Market Tech, Third Floor, La Plaiderie Chambers, La Plaiderie, St Peter Port, Guernsey, GY1 1WG. Market Tech Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Reduction of Offer consideration in the event of dividend and/or distribution and/or return of capital

The Market Tech Shares will be acquired by LabTech under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature together with all rights now or hereafter attaching thereto, including the right to receive in full and retain all dividends and other distribution (if any) declared, made or paid on or after the date of this Announcement. If any such dividend and/or other distribution and/or return of capital is proposed, declared, made, paid or payable by Market Tech on or after the date of this Announcement, LabTech reserves the right to reduce by the amount of such dividend and/or distribution and/or return of capital the Offer consideration payable in respect of a Market Tech Share, except insofar as the Market Tech Share is or will be transferred on a basis which entitles LabTech alone to receive the dividend and/or distribution and/or return of capital but if that reduction in consideration has not been effected, the person to whom the consideration payable under the Offer is paid in respect of that Market Tech Share will be obliged to account to LabTech for the amount of such dividend and/or distribution and/or return of capital.

 

Appendix 1 

Conditions to and certain further terms of the Offer

The Offer will be subject to the conditions and be made on the terms set out in this Appendix and in the Offer Document and the Form of Acceptance.

Part A: Conditions of the Offer

1             Acceptance Condition

The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by no later than 1:00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as LabTech may, with the consent of the Panel or in accordance with the Takeover Code, decide) in respect of not less than 68,256,710 Market Tech Shares.

For the purposes of this Condition, valid acceptances of the Offer shall be treated as including, and having been received in respect of, any Market Tech Shares that LabTech acquires or contracts to acquire other than by means of the Offer.

2             Other Conditions

In addition, the Offer will be conditional upon the satisfaction or, where relevant, waiver of the following Conditions:

(i)         except as Disclosed, there being no provision of any arrangement, agreement, licence or other instrument to which a member of the Wider Market Tech Group is a party, or by or to which any of those members or any of their assets may be bound or be subject, which could, in consequence of the Offer and/or the proposed acquisition of any Remaining Market Tech Shares by LabTech, result in:

(A)        monies borrowed by or other indebtedness of any such member being or becoming repayable or capable of being declared repayable prior to their stated maturity or the ability of any such member to incur indebtedness being withdrawn or inhibited;

(B)        any arrangement, agreement, licence, or other instrument being terminated or adversely modified or adverse action being taken or an onerous obligation arising under it;

(C)        the interests or business of any member of the Wider Market Tech Group in or with another firm, venture, company, body or asset (or any arrangements relating to that business or interests) being terminated, modified or affected;

(D)        any member of the Wider Market Tech Group ceasing to be able to carry on business under a name under which it presently does so;

(E)        the creation of a mortgage, charge, security or other interest over the whole or any part of the business, property or assets of any member of the Wider Market Tech Group or any such security (whenever arising or having arisen) becoming enforceable; or

(F)        the disposal of assets or creation of liabilities by any member of the Wider Market Tech Group (other than in the ordinary course of business),

in each case which is material in the context of the Wider Market Tech Group taken as a whole;

(ii)         all notifications and filings which are necessary in the context of the Offer having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in all material respects in each case in connection with the Offer, or the acquisition or proposed acquisition of any shares or other securities in, or control or increased control or management of, Market Tech or any other member of the Wider Market Tech Group by any member of the LabTech Group or the carrying on by any member of the Wider Market Tech Group of its business in the ordinary course as at the date hereof, excluding in all such cases any obligation to obtain approval of the Offer from the shareholders of any member of the LabTech Group;

(iii)        all material Authorisations in any jurisdiction which are necessary for, or in respect of, or required for the implementation of, the Offer, or any acquisition of or any proposed acquisition of any shares in, or control or management of, Market Tech or any other member of the Wider Market Tech Group by LabTech or any member of the LabTech Group having been obtained in terms and in a form satisfactory to LabTech from any Third Parties (excluding in all such cases any Authorisations from the shareholders of any member of the LabTech Group) and all such Authorisations remaining in full force and effect and no such Third Party or relevant person or body having given notice of its intention to revoke, suspend, restrict, modify or not to renew any of the same, in each case where the absence of such Authorisation would be material in the context of the Offer;

(iv)        no Third Party, including any antitrust regulator having intervened and there not continuing to be outstanding any statute, regulation, order or decision of any Third Party in each case that would:

(A)        make the Offer or its implementation illegal, prohibited, void or unenforceable under the laws of any jurisdiction;

(B)        make the acquisition or proposed acquisition of any shares in, or control or increased control or management of, Market Tech or any member of the Wider Market Tech Group by LabTech or any member of the LabTech Group illegal, void or unenforceable in any jurisdiction;

(C)        otherwise directly or indirectly prevent, prohibit, restrict, restrain, materially delay or interfere in the implementation of, or impose additional conditions or obligations with respect to, or otherwise impede, challenge, interfere with, or require amendment to, the Offer or any acquisition or proposed acquisition of the Remaining Market Tech Shares or the acquisition of control or increased control or management of Market Tech or the Wider Market Tech Group by LabTech or any member of the LabTech Group;

(D)        require, prevent or materially delay the divestiture or alter the terms for any proposed divestiture by any member of the LabTech Group of any Market Tech Shares or other securities in Market Tech or of all or any part of their respective businesses, assets or property, or impose any limitation on the ability of any member of the Wider Market Tech Group or the LabTech Group to conduct any of their respective businesses or own or control any of their respective assets or property or any part thereof in each such case to an extent which is material in the context of the Offer;

(E)        materially limit or materially delay, or impose any material limitation on the ability of any member of the Wider Market Tech Group or the LabTech Group to acquire or hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities or the equivalent in any member of the Wider Market Tech Group or to exercise management control over any member of the Wider Market Tech Group (or increase such control) or any member of the LabTech Group;

(F)        require any member of the Wider Market Tech Group or of the LabTech Group to acquire or to offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Market Tech Group or any member of the LabTech Group owned by any third party or to sell or offer to sell any shares or other securities (or their equivalent) or any interest in any of the assets owned by any member of the Wider Market Tech Group or the LabTech Group, in each such case to an extent which is material in the context of the Offer;

(G)        limit the ability of any member of the Wider Market Tech Group or the LabTech Group to conduct or integrate or coordinate its business, or any part of it, with the businesses or any material part of the businesses of any other member of the Wider Market Tech Group or of the LabTech Group; or

(H)        result in any member of the Wider Market Tech Group or the LabTech Group ceasing to be able to carry on business under any name under which it presently does so or ceasing to be able to use in its business any name, trademark or other intellectual property right which it at present uses in each case on the same basis and terms as at present apply to an extent which is material in the context of the Wider Market Tech Group taken as a whole or the LabTech Group taken as a whole,

and all applicable waiting and other time periods during which any Third Party could announce or notify any decision to take, institute, implement or threaten any such action, proceedings, suit, investigation, reference or enquiry, or make, propose or enact any statute, regulation, decision or order or take any measures or other steps or require any action to be taken or information to be provided or otherwise intervene under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated.

(v)         other than as Disclosed, since 30 September 2016:

(A)        no steps having been taken which are reasonably likely to result in the withdrawal (without replacement), cancellation or termination of any licence, permit, authorisation or consent held by any member of the Wider Market Tech Group which is material in the context of the Wider Market Tech Group taken as a whole;

(B)        no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Market Tech Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of, any member of the Wider Market Tech Group which in any such case is material in the context of the Wider Market Tech Group taken as a whole;

(C)        no member of the Wider Market Tech Group having conducted its business in breach of any applicable laws and regulations in any material respect which in any case is material in the context of the Wider Market Tech Group taken as a whole; and

(D)        no litigation or arbitration proceedings, prosecution, investigation or other legal proceedings having been announced, implemented, instituted, threatened or remaining outstanding by, against or in respect of, any member of the Wider Market Tech Group or to which any member of the Wider Market Tech Group is, or is reasonably likely to become, a party (whether as claimant, defendant or otherwise) which is material in the context of the Wider Market Tech Group taken as a whole.

(vi)        other than as Disclosed, no member of the Wider Market Tech Group having, since 30 September 2016:

(A)        save for options granted and/or the issue of shares on the exercise of options granted prior to the time of this Announcement under the Market Tech LTIP, issued or authorised or proposed the issue of additional shares of any class or securities convertible into, or rights, warrants or options to subscribe for or acquire, any shares or other securities or redeemed, purchased or reduced any part of its share capital (save as between Market Tech and wholly-owned subsidiaries of Market Tech);

(B)        declared, paid or made or proposed to declare, pay or make a dividend, bonus or other distribution (whether payable in cash or otherwise) in respect of any shares in Market Tech;

(C)        authorised or proposed or made an announcement of an intention to propose a merger or demerger or acquisition or change in its share or loan capital or, save in the ordinary course of business, a disposal of assets, creation of a mortgage or encumbrance over assets (or any right, title or interest in any assets) or an issue of debentures which in each case is material in the context of the Wider Market Tech Group taken as a whole;

(D)        otherwise than in the ordinary course of business, incurred or increased any indebtedness or contingent liability which is material in the context of the Wider Market Tech Group taken as a whole, or entered into a contract, arrangement, reconstruction or amalgamation which is material in the context of the Wider Market Tech Group taken as a whole;

(E)        purchased, redeemed or announced a proposal to purchase or redeem any of its own shares or other securities which is material in the context of the Wider Market Tech Group taken as a whole;

(F)        proposed a voluntary winding-up which is material in the context of the Wider Market Tech Group taken as a whole;

(G)        been unable, or admitted in writing that it is unable, to pay its debts or stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(H)        waived or compromised a claim which is material in the context of the relevant member of the Wider Market Tech Group;

(I)         disposed or transferred, mortgaged or encumbered assets or any right, title or interest in an asset or entered into a contract or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material in the context of the Wider Market Tech Group taken as a whole;

(J)         entered into or varied the terms of a service or consultancy agreement with or in respect of the services of any of the directors of Market Tech which is material in the context of the Wider Market Tech Group taken as a whole; or

(K)        entered into an agreement or commitment or passed a resolution with respect to a transaction or event referred to in this sub-paragraph (other than those specifically excluded).

(vii)       other than as Disclosed, since 30 September 2016:

(A)        there having been no receiver or administrative receiver or administrator appointed over a part of the assets that is material in the context of the Wider Market Tech Group taken as a whole of any member of the Wider Market Tech Group or analogous proceedings or steps having taken place under the laws of any relevant jurisdiction and there having been no application made for the administration of, or notice of intention to appoint an administrator filed in relation to, any member of the Wider Market Tech Group or any equivalent proceedings or steps taken under the laws of any relevant jurisdiction;

(B)        there having been no material adverse change which is material in the context of the Wider Market Tech Group taken as a whole in the financial or trading position or prospects of a member of the Wider Market Tech Group;

(C)        no litigation, arbitration proceedings, prosecution or other legal proceedings which are material in the context of the Wider Market Tech Group taken as a whole having been instituted or threatened or remaining outstanding against or by a member of the Wider Market Tech Group (whether as plaintiff or defendant or otherwise); and

(D)        no contingent liability having arisen which would or might reasonably be expected to adversely affect the Wider Market Tech Group taken as a whole.

(viii)      LabTech not having discovered, save as Disclosed:

(A)        that the financial or business information concerning the Wider Market Tech Group as contained in the information publicly disclosed at any time by a member of the Wider Market Tech Group either contains a misrepresentation of fact or omits a fact necessary to make the information contained in it not materially misleading or that any contingent liability disclosed in that information would or might adversely affect directly or indirectly the business, profits or prospects of a member of the Wider Market Tech Group the effect of which is, in each case, material in the context of the Wider Market Tech Group taken as a whole;

(B)        that a partnership or company in which a member of the Wider Market Tech Group has a significant economic interest and which is not a subsidiary of Market Tech is subject to a liability, contingent or otherwise, which is not disclosed in the interim results of Market Tech for the six months ended 30 September 2016 and which is material in the context of the Wider Market Tech Group taken as a whole;

(C)        that a past or present member of the Wider Market Tech Group has not complied with all applicable legislation or regulations of any jurisdiction with regard to the disposal, spillage or leak of waste or disposal or emission of hazardous substances and that this non-compliance would be likely to give rise to a liability (whether actual or contingent) which is material in the context of the Wider Market Tech Group taken as a whole on the part of a member of the Wider Market Tech Group;

(D)        that there has been a disposal, spillage or leak of waste or hazardous substances on, or there has been an emission of waste or hazardous substances from, a property now or previously owned, occupied or made use of by a past or present member of the Wider Market Tech Group which would be likely to give rise to any liability (whether actual or contingent) which is material in the context of the Wider Market Tech Group taken as a whole on the part of any member of the Wider Market Tech Group;

(E)        that there is a liability (whether actual or contingent) to make good, repair, reinstate or clean-up any property now or previously owned, occupied or made use of by a past or present member of the Wider Market Tech Group under any environmental legislation, regulation or order of any Third Party which is material in the context of the Wider Market Tech Group taken as a whole;

(F)        that circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting, or as a result of which a member of the Wider Market Tech Group or a present or past member of the Wider Market Tech Group would be reasonably likely to be required to institute, an environmental audit or to take other steps which would in any such case be reasonably likely to result in an actual or contingent material liability which is material in the context of the Wider Market Tech Group taken as a whole to make good, repair, reinstate, or clean up property now or previously owned, occupied or made use of by a member of the Wider Market Tech Group; or

(G)        that circumstances exist as a result of which a person or class of persons would be reasonably likely to have a claim in respect of a product or process of manufacture or materials used in them now or previously manufactured, sold or carried out by a past or present member of the Wider Market Tech Group which would be reasonably likely to adversely to affect, to an extent which is material in the context of the Wider Market Tech Group taken as a whole, a member of the Wider Market Tech Group,

and for the purposes of this sub-paragraph (viii) a person shall be deemed to own or have owned property if it has or had (as the case may be) any interest in it.

Part B: Certain further terms of the Offer

3             LabTech reserves the right (subject to the requirements of the Takeover Code and the Panel) to waive all or any of the Conditions in Part A above (other than the acceptance Condition in paragraph 1) in whole or in part, at its absolute discretion.

4             Unless a Condition is previously invoked by LabTech in accordance with the Takeover Code, LabTech shall be deemed to have waived all of the other Conditions at the time that the Offer becomes or is declared unconditional as to acceptances.

5             Subject to paragraph 4, the Offer will lapse (and will not proceed) unless all Conditions of the Offer are fulfilled or (if capable of waiver) waived or, where appropriate, determined by LabTech to have been or remain satisfied, by midnight (London time) on the date which is 21 days after the later of the first closing date and the date on which the Offer becomes or is declared unconditional as to acceptances (or such later date (if any) as LabTech and Market Tech may, with the consent of the Panel, agree).

6             LabTech reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a court-sanctioned scheme of arrangement under Part VIII of the Companies Law.

7             Under Rule 13.5 of the Takeover Code, LabTech may not invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Conditions are of material significance to LabTech in the context of the Offer. The Condition contained in paragraph 1 of Part A above is not subject to this provision of the Takeover Code.

8             The Market Tech Shares will be acquired by LabTech fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching to them, including, without limitation, the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of them. Accordingly insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by Market Tech in respect of a Market Tech Share on or after the date of this Announcement, LabTech reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the consideration payable under the Offer in respect of a Market Tech Share except insofar as the Market Tech Share is or will be transferred on a basis which entitles LabTech alone to receive the dividend and/or distribution and/or return of capital but if that reduction in consideration has not been effected, the person to whom the consideration payable under the Offer is paid in respect of that Market Tech Share will be obliged to account to LabTech for the amount of such dividend and/or distribution and/or return of capital.

9             The Offer will be governed by the laws of Guernsey and be subject to the Conditions and further terms set out in this announcement and in the Offer Document. The Offer will also be subject to the applicable rules and regulations of the FCA, the Panel, the London Stock Exchange, the Listing Rules and the Takeover Code.

10            Each of the Conditions contained in this Announcement shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

11            The Offer shall lapse if, before 3:00 p.m. on the first closing date or the date when the Offer becomes or is declared unconditional as to acceptances, whichever is later:

(a)           in so far as the Offer or any matter arising from or relating to the Offer constitutes a concentration with a Community dimension within the scope of the Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Merger Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Merger Regulation and there is then a CMA Phase 2 Reference; or

(b)           in so far as the Offer or any matter arising from the Offer does not constitute a concentration with a Community dimension within the scope of the Merger Regulation, the Offer or any matter arising from or relating to the Offer becomes subject to a CMA Phase 2 Reference.

12            The Offer shall extend to all Market Tech Shares which are unconditionally allotted or issued following the date of this Announcement.

 

Appendix 2 

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

The value of Market Tech as implied by the terms of the Offer price of 188 pence per Market Tech Share is based on the issued ordinary share capital of Market Tech as at 20 April 2017 (being the last Business Day prior to the date of this Announcement) being 470,700,918 Market Tech Shares (per the confirmation by Market Tech pursuant to Rule 2.9 of the Takeover Code set out in this Announcement) plus (i) the 96,336 Market Tech Shares to be issued on or around 7 May 2017 as deferred consideration in connection with the acquisition of Stucco Media Limited by Market Tech and (ii) a maximum of 3,922,946 Market Tech Shares issuable as a result of the vesting of options/awards (including under the Market Tech LTIP) in connection with the Offer.

Further sources of information regarding data reported in this Announcement are as follows:

·      the Closing Price of the Market Tech Shares of 145 pence on 20 April 2017 (being the last Business Day prior to the commencement of the offer period) is the closing middle market price of a Market Tech Share derived from the Daily Official List of the London Stock Exchange;

·      the VWAP since 20 January 2017 of 138.1 pence per Market Tech Share, being the three month period before the date of this Announcement as sourced from FactSet;

·      the NAV of the Market Tech Group reported in the audited financial results for the full year ended 31 March 2016 and the unaudited interim results for the six months ended 30 September 2016, being £778.9 million (or 166.3 pence per Market Tech Share) as at 31 March 2016 and £824.6 million (or 175.4 pence per Market Tech Share) as at 30 September 2016 (2);

·      since 31 March 2016, the Market Tech Shares have traded at an average price of 149 pence as sourced from FactSet;

·      the International Securities Identification Number for the Market Tech Shares is GG00BSSWD593;

·      the International Securities Identification Number for the Convertible Bonds is XS1209164919; and

·      unless otherwise stated, the financial information relating to Market Tech is extracted (without adjustment) from the unaudited interim results of Market Tech for the six months ended 30 September 2016.

 

[2]  NAV per share is based on reported group NAV (including the technology business) divided by the outstanding number of ordinary shares in issue at the end of the financial reporting period (468,468,196 as at 31 March 2016, 470,009,617 as at 30 September 2016). 

 

Appendix 3 

DETAILS OF IRREVOCABLE COMMITMENTS AND LETTERS OF INTENT

Irrevocable commitments

The following Independent Market Tech Directors who are interested in Market Tech Shares have given irrevocable commitments to accept (or procure acceptance of) the Offer:

Name

 

Number of  Market Tech Shares

Number of Market Tech Shares under option

Percentage of existing issued Market Tech  Shares (excluding shares under option) (approx.)

Percentage of Remaining Market Tech  Shares (excluding shares under option) (approx.)

Neil Sachdev

67,471

Nil

0.01%

0.05%

Charles Butler

192,415

835,916

0.04%

0.14%

David Brown

Nil

311,258

0%

0%

Georg Bucher

Nil

358,249

0%

0%

John Le Poidevin

47,471

Nil

0.01%

0.03%

Sharon Baylay

11,500

Nil

0%

0%

Thomas Teichman

30,393

Nil

0.01%

0.02%

Total

349,250

1,505,423

0.07%

0.26%

The irrevocable commitments also extend to any Market Tech Shares which are acquired by the relevant Independent Market Tech Director subsequently (including any Market Tech Shares acquired under the Market Tech LTIP).

These irrevocable commitments given by the Independent Market Tech Directors will continue to be binding in the event that a higher competing offer is made for Market Tech. The irrevocable commitments given by the Independent Market Tech Directors will cease to have any effect if:

(a)           LabTech shall not have announced a firm intention to make the Offer by 4:30 p.m. on 24 April 2017 or such later date as Market Tech and LabTech may agree;

(b)           the Offer Document has not been posted within 28 days of the issue of this Announcement (or within such longer period as LabTech, with the consent of the Panel, determines); or

(c)           the Offer is withdrawn or lapses in accordance with its terms.

 

 

Letters of intent

Name

Number of Market Tech Shares

Percentage of existing issued Market Tech Shares (approx.)

Percentage of Remaining Market Tech Shares (approx.)

Lombard Odier Investment Managers group (LOIM) for accounts managed by LOIM entities

9,852,516   

2.09%

7.22%

 

 

 

 

 

Appendix 4

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"Announcement"

this announcement

"associate"

shall be construed in accordance with section 988 of the UK Companies Act 2006

"Authorisations"

 

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals

"Board of LabTech" or "LabTech Board"

the board of directors of LabTech

"Board of Market Tech" or "Market Tech Board"

the board of directors of Market Tech

"Business Day"

any day (other than a Saturday, Sunday or public holiday) on which banks in London and Guernsey are open for normal business

"Closing Price"

 

the closing middle market price of a Market Tech Share on a particular trading day as derived from the Daily Official List

"CMA Phase 2 Reference"

 

a reference of the Offer to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the UK Enterprise and Regulatory Reform Act 2013

"Companies Law"

The Companies (Guernsey) Law, 2008 (as amended)

"Competition and Markets Authority" or "CMA"

a UK statutory body established under the UK Enterprise and Regulatory Reform Act 2013

"Conditions"

the conditions to the Offer as set out in Part A of Appendix 1

"Confidentiality Agreement"

the mutual non-disclosure agreement dated 18 April 2017 entered into between LabTech and Market Tech

"Convertible Bonds

the £89,300,000 2 per cent. unsecured convertible bonds issued by Market Tech pursuant to the terms of a trust deed dated 31 March 2015 which remain outstanding and which are due to be redeemed on 31 March 2020 

"Co-operation Agreement"

the co-operation agreement dated 21 April 2017 entered into between LabTech and Market Tech

"Daily Official List"

the Daily Official List published by the London Stock Exchange

"Dealing Disclosure"

has the same meaning as in Rule 8 of the Takeover Code

"Disclosed"

 

information that has been disclosed:

(a)        in this Announcement;

(b)        in any other public announcement to a Regulatory Information Service made by, or on behalf of Market Tech following 30 September 2016 and before 12:00 p.m. on the date of this Announcement;

(c)        in Market Tech's interim results for the six months ended 30 September 2016;

(d)        in Market Tech's annual report and accounts for the year ended 31 March 2016; or

(e)        fairly disclosed to LabTech or to Maureen Harris or to Teddy Sagi, or of which any of them was actually aware, in each case before 12:00 p.m. on the date of this Announcement

"EU" or "European Union"

an economic and political union of 28 member states which are located primarily in Europe

"European Commission"

the Commission of the European Union

"FCA"

 

the Financial Conduct Authority acting in its capacity as the competent authority for purposes of Part VI of FSMA

"Form of Acceptance"

the form of acceptance for use by Market Tech Shareholders in connection with the Offer

"FSMA"

the UK Financial Services and Markets Act 2000, as amended

"GHT"

the Goodheart Trust, a trust of which the ultimate beneficiary is Teddy Sagi

"Independent Market Tech Directors"

the directors of Market Tech other than Maureen Harris, who is a nominee of LabTech

"LabTech"

LabTech Investments Ltd (previously Citwax Investments Ltd), a company incorporated under the laws of the British Virgin Islands with registered number 1826059 and whose registered office is at Trident Chambers, PO Box 146, Road Town, Tortola, British Virgin Islands

"LabTech Directors"

the directors of LabTech

"LabTech Group"

LabTech and its subsidiary undertakings (other than Market Tech)

"LabTech Shares"

the 334,187,500 Market Tech Shares held directly or indirectly by LabTech as at the date of this Announcement

"Listing Rules"

the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under FSMA, and contained in the UKLA's publication of the same name

"London Stock Exchange"

London Stock Exchange plc

"Market Tech" or the "Company"

Market Tech Holdings Limited, a company incorporated under the laws of Guernsey with registered number 59208 and whose registered office is at Third Floor, La Plaiderie Chambers, St Peter Port, Guernsey, GY1 1WG

"Market Tech Group" or the "Group"

Market Tech and its subsidiary undertakings

"Market Tech LTIP"

the Market Tech Long-Term Incentive Plan adopted by Market Tech on 16 December 2014 (as amended from time to time)

"Market Tech Shareholders"

holders of Market Tech Shares

"Market Tech Shares"

the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 10 pence each in the capital of Market Tech and any further such shares which are unconditionally allotted or issued fully paid following the date of this Announcement

"Merger Regulation"

Council Regulation (EC) No. 139/2004

"NAV"

reported net asset value (including the technology business)

"Offer"

the recommended cash offer to be made by LabTech to acquire the entire issued and to be issued ordinary share capital of Market Tech (excluding the LabTech Shares) by means of a takeover offer in accordance with Part XVIII of the Companies Law (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer)

"Offer Document"

the document to be sent to Market Tech Shareholders containing the terms and conditions of the Offer

"offer period"

the offer period (as defined in the Takeover Code) relating to Market Tech

"Official List"

the Official List of the UKLA

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the Takeover Code

"Overseas Shareholders"

Market Tech Shareholders (or nominees of, or custodians or trustees for, Market Tech Shareholders) not resident in, or national citizens of, the United Kingdom or Guernsey

"Panel"

the Panel on Takeovers and Mergers

"Regulatory Information Service"

any of the services set out in Appendix I to the Listing Rules

"relevant Market Tech securities"

 

Market Tech Shares, any other securities in the capital of Market Tech which carry voting rights or which are equity share capital, and securities convertible into, rights to subscribe for, options (including traded options) in respect of and derivatives referenced to, any of the foregoing

"Remaining Market Tech Shares"

136,513,418 Market Tech Shares, being all the Market Tech Shares in issue as at the date of this Announcement excluding the LabTech Shares

"Restricted Jurisdiction"

 

any jurisdiction into which, or from which, making an offer in connection with the Offer or this Announcement available would violate the laws of that jurisdiction

"Rothschild"

N.M. Rothschild & Sons Limited

"Shore Capital"

Shore Capital and Corporate Limited and/or Shore Capital Stockbrokers Limited as the context permits

"short position"

 

a short position whether conditional or absolute and whether in the money or otherwise including any short position under a derivative, any agreement to sell or any delivery obligations or right to require another person to purchase or take delivery

"subsidiary" and "subsidiary undertaking"

shall be construed in accordance with the UK Companies Act 2006

"Takeover Code"

the City Code on Takeovers and Mergers

"Third Party" or "Third Parties"

 

any government or governmental, quasi-governmental, supranational, statutory or regulatory body, court, trade agency  or professional association, including, for the avoidance of doubt, the Competition and Markets Authority, the European Commission, the Guernsey Financial Services Commission, the Channel Islands Competition and Regulatory Authority or any comparable body in any jurisdiction

"UBS"

UBS Limited

"UKLA"

the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

"VWAP"

the volume weighted average of the daily volume weighted average price

"Wider Market Tech Group"

the Market Tech Group and the associates of the Market Tech Group

"£", "pounds", "pounds sterling", "Sterling", "pence", "penny" and "p"

the lawful currency of the United Kingdom from time to time

In this Announcement (including in the definitions of "Market Tech Shares" and "Offer"):

(a)        any reference to a share or shares of Market Tech being or to be "unconditionally allotted or issued" on or before a specified date, excludes:

(i)         any share held by Market Tech as a treasury share on the date of the Offer; and

(ii)        any share held by Market Tech as a treasury share after the date of the Offer but before the specified date,

but includes any share that ceases or will cease to be held as a treasury share before the specified date; and

(b)        any reference to the entire or all of the "issued and to be issued" share capital of Market Tech or Market Tech Shares shall be construed accordingly; and

(c)        percentages of voting rights, share capital and relevant Market Tech securities are calculated by reference to the relevant percentage held and in issue outside treasury.

All references to time in this Announcement are to London times unless otherwise stated.

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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