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Monday 15 July, 2019

Frontier Smart Tech

Further Response to Science Group Offer

RNS Number : 4574F
Frontier Smart Technologies Grp Ltd
15 July 2019
 

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

SHAREHOLDERS WHO ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE IN RESPECT OF THE MATTERS AS SET OUT IN THIS ANNOUNCEMENT ARE RECOMMENDED TO SEEK THEIR OWN PERSONAL FINANCIAL ADVCE IMMEDIATELY FROM THEIR OWN STOCKBROKER, BANK MANAGER, SOLICTOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF THEY ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IN THE RELEVANT JURISDICTION.

15 July 2019

Frontier Smart Technologies Group Ltd ("Frontier" or the "Company")

Further Response to Science Group Offer

The Board of Frontier notes the most recent announcement by Science Group plc ("Science Group") of 12 July 2019 in relation to the offer by Science Group for the issued and to be issued share capital of Frontier at a price of 35p per share (the "Science Group Offer") and, in particular, the statements made in that announcement about events following the meeting of principals and advisers on 10 July at which the parties agreed verbally that Science Group would increase its offer price to 37p per share (the "Improved Offer") conditional upon the Board of Frontier agreeing to recommend the Improved Offer.

 

The Board of Frontier reiterates that, since the meeting on 10 July, it has been ready to recommend the Improved Offer from Science Group and has not at any stage sought to rescind key conditions of the verbal agreement.  Instead, having acknowledged that all key commercial terms are in fact agreed, Science Group seeks to rely upon clarification of share option (and JSOP) arrangements and prior negotiation of the terms of the statutory merger agreement as obstacles to honouring the terms of the verbal agreement.  The Board of Frontier would point out to Shareholders that Science Group referenced within its offer document of 2 July 2019 that it only intends to implement the statutory merger agreement as soon as practicable after the Science Group Offer has become wholly unconditional.

 

Science Group's announcement of 12 July states inter alia that: "for the avoidance of doubt, Science Group does not anticipate increasing its Offer"; and that "The closing date for the Science Group Offer is Tuesday 16 July 2019. At the present time, Science Group does not anticipate extending the Offer, nor the Panmure Gordon Trading Facility, but retains the option to do so if considered appropriate at the sole discretion of the Science Group Board."  Notwithstanding these clear statements, within two hours of issuing this statement, Science Group reached out through advisers with a view to re-opening discussions in relation to a recommended offer at an intermediate offer price of 36p per share - a position inconsistent with the statements made in the announcement.  Nothwithstanding that, the Board of Frontier continues to stand ready to recommend the Improved Offer and repeats its invitation to the Board of Science Group to work with the Board of Frontier to deliver the Improved Offer for the benefit of all Shareholders.

 

In the meantime, the Frontier Board strongly recommends that Shareholders neither accept the Science Group Offer on its current terms, per the offer document distributed to shareholders on 2 July 2019, nor sell any Frontier shares via the Panmure Gordon dealing facility. In doing so, the Frontier Board observes that discussions with major Frontier shareholders lead it to the conclusion, whatever the outcome of the Science Group Offer, that it commands the support of a blocking minority of shareholders sufficient to prevent either the implementation of a statutory merger or the delisting of the Company's shares from trading on AIM.

 

A further announcement will be made as and when appropriate.

 

 

For Further Enquiries:

Frontier Smart Technologies Group Limited

+44 (0) 20 7391 0630

Anthony Sethill, Chief Executive Officer

 

Jonathan Apps, Chief Financial Officer

 

Patrick Hannon, Vice President, Corporate Development

 

N+1 Singer (Nominated Adviser and Broker)

+44 (0) 20 7496 3000

Sandy Fraser / Lauren Kettle / Ben Farrow

 

 

About Frontier Smart Technologies Group Limited

Frontier Smart Technologies is a pioneer in technologies for Digital Radio and Smart IoT devices. The Group's customers include many leading consumer audio brands: Bose, Denon, harman/kardon, JBL, Onkyo, Panasonic, Sony, Yamaha, Altec Lansing, Blaupunkt, Grundig, Hama, Klipsch, Marshall, Pioneer, Pure, Roberts, TechniSat, Teufel and many more. Established in 2001, the Group is headquartered in London, with engineering, sales and operations teams in Cambridge, Timisoara (Romania), Hong Kong and Shenzhen. For more information, see frontiersmart.com. 


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