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KBC Advanced Tech (KBC)

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Friday 04 March, 2016

KBC Advanced Tech

Posting of the Scheme Document

RNS Number : 0280R
KBC Advanced Technologies plc
04 March 2016
 

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

 

4 March 2016

 

RECOMMENDED CASH ACQUISITION

 

of

 

KBC Advanced Technologies plc

 

by

 

Yokogawa Electric Corporation

 

(to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act)

 

 

Posting of the Scheme Document

 

On 17 February 2016, it was announced that KBC Advanced Technologies plc ("KBC") and Yokogawa Electric Corporation ("Yokogawa") had reached agreement on the terms of a recommended all cash acquisition by which the entire issued and to be issued share capital of KBC will be acquired by Yokogawa (the "Acquisition"). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Under the terms of the Acquisition, KBC Shareholders holding Scheme Shares at the Scheme Record Time shall be entitled to receive 210 pence in cash for each Scheme Share held.

 

The boards of KBC and Yokogawa announce that KBC is today posting to KBC Shareholders a scheme document in relation to the Acquisition, setting out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by KBC Shareholders (the "Scheme Document"), together with the Forms of Proxy for the Court Meeting and the General Meeting.  KBC is today also posting the Scheme Document to holders of options or awards under the KBC Share Schemes.

 

As further detailed in the Scheme Document, to become effective, amongst other things, the Scheme requires that the required majority of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the required majority of KBC Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting. Notices convening the Court Meeting and the General Meeting, respectively for 10.00 a.m. on 29 March 2016 and 10.15 a.m. on 29 March 2016 (or as soon thereafter as the Court Meeting is concluded or adjourned) to be held at the offices of CMS Cameron McKenna LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF, are set out in the Scheme Document. Forms of Proxy for use at such meetings are enclosed with the Scheme Document. If the Scheme is approved by the Scheme Shareholders, the Special Resolution is approved by the KBC Shareholders, the Court sanctions the Scheme and the Scheme becomes effective in accordance with its terms and the expected timetable, then the KBC Shares will be cancelled from trading on AIM at 7.00 a.m. on 8 April 2016.

 

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the Scheme Shareholders' opinion. Scheme Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received) as soon as possible.

 

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

 

 

Timetable

 

The expected timetable of principal events for the implementation of the Scheme is set out below. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.

 

All references to time in this Announcement are to London, UK time.



 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event

Expected Time and/or date

Latest time for lodging Forms of Proxy for the:

 

•           Court Meeting (BLUE form)

10.00 a.m. on 23 March 20161

•           General Meeting (WHITE form)

10.15 a.m. on 23 March 20162

Voting Record Time

6.00 p.m. on 23 March 20163

Court Meeting

10.00 a.m. on 29 March 2016

General Meeting

10.15 a.m. on 29 March 20164

Certain of the following dates are indicative only and are subject to change (please see note (5) below)

Last day of dealings on AIM in KBC Shares

5 April 20165

Court Sanction Date

5 April 20165

Dealings in KBC Shares on AIM suspended

7.30 a.m. on 6 April 20165

Scheme Record Time

6.00 p.m. on 6 April 20165

Effective Date of the Scheme

7 April 20165 6

Cancellation of admission to trading on AIM of KBC Shares

7.00 a.m. on 8 April 20165

Despatch of cheques and crediting of CREST for Consideration due under the Scheme

within 14 days of the Effective Date

Long-Stop Date

17 June 20167

1.          It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a day that is not a Business Day). Blue Forms of Proxy not so lodged may be handed to the Registrar (on behalf of the chairman of the Court Meeting) before the start of the Court Meeting and will still be valid.

2.          WHITE Forms of Proxy for the General Meeting must be lodged not later than 48 hours prior to the time appointed for the General Meeting (excluding any part of such 48 hour period falling on a day that is not a Business Day).

3.          If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two Business Days prior to the date of the adjourned meeting.

4.          Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

5.          These dates are indicative only and will depend, among other things, on the date upon which (i) the Court sanctions the Scheme, and (ii) the Court Order is delivered to the Registrar of Companies. KBC will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service and by posting notice of these dates on its website (http://ir.kbcat.com/home/). Further updates of changes to other times or dates indicated above shall at KBC's discretion, be notified in the same way.

6.          This date will be the date the Court Order is delivered to the Registrar of Companies.

7.          This is the latest date by which the Scheme may become effective unless KBC and Yokogawa agree, with the consent of the Takeover Panel and (if required) the Court, a later date.

The Court Meeting and the General Meeting will each be held at the offices of CMS Cameron McKenna LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF.



 

Intention to grant share options under the KBC Discretionary Share Option Plan 2013 (the "DSOP")

 

In accordance with an indication given to the prospective optionholders some time prior to discussions in relation to the AspenTech Proposal commencing, and as announced by KBC on 5 February 2016, KBC intends to grant further KBC Options under the DSOP over 562,500 KBC Shares to Eric Dodd, Andrew Howell and Kevin Smith (each being directors of KBC) after the Court Hearing (but before the Scheme Record Time). These options will have an exercise price of 2.5 pence per KBC Share and will be a mixture of career options and share price target options. They will be granted as follows:

 


Career options

Share price target options




Eric Dodd

90,000

60,000

Andrew Howell

135,000

90,000

Kevin Smith

112,500

75,000

 

TOTAL

337,500

225,000

 

 

Immediately following the grant of these options, the total numbers of KBC Shares under option held by these directors will be 250,000 KBC Shares (Eric Dodd), 511,500 KBC Shares (Andrew Howell) and 399,000 KBC Shares (Kevin Smith).

 

The career options to be granted to Eric Dodd, Andrew Howell and Kevin Smith over a total of 337,500 KBC Shares will vest and become exercisable in full on grant because of the sanction of the Scheme by the Court at the Court Hearing. Based on a Consideration cash payment of 210 pence per Scheme Share, the share price target options to be granted to Eric Dodd, Andrew Howell and Kevin Smith will vest and become exercisable on grant over 150,000 KBC Shares because of the sanction of the Scheme by the Court at the Court Hearing. The balance of the share price target options granted to Eric Dodd, Andrew Howell and Kevin Smith over 75,000 KBC Shares will lapse on the Effective Date.

 

Other announcement by Yokogawa

 

On or around the date of this announcement Yokogawa will release an announcement in Japan pursuant to the rules of the Tokyo Stock Exchange in relation to the posting of the Scheme Document. An English translation of this additional announcement will be made available on Yokogawa's website at http://www.yokogawa.com/.

 

Enquiries

 

Yokogawa
Hiroshi Kubo

Corporate Communications Department

Tel: +81 422 52 5530

Morgan Stanley
(Financial Adviser to Yokogawa)  
Ian Hart
Dominic Desbiens

 

Tel: +44 (0) 20 7425 8000

KBC
Eric Dodd
Chief Financial Officer

Tel:+44(0)20 7234 8535

Evercore
(Financial Adviser to KBC)
Edward Banks

Tel: +44(0)20 7653 6000

Cenkos
(Corporate broker and
NOMAD to KBC)
Bobbie Hilliam
Julian Morse

Tel: +44 (0)20 7397 8900

Weber Shandwick
(PR Adviser to KBC)
Nick Oborne
Tom Jenkins

Tel: +44 (0)20 7067 0000

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd ("MUMSS"), through its affiliate, Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser to Yokogawa and no one else in connection with the matters set out in this announcement. In connection with such matters, MUMSS, Morgan Stanley, each of their affiliates and each of their affiliates' 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 contents of this Announcement or any other matter referred to herein.

Evercore Partners International LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for KBC and no one else in connection with the Acquisition and the matters set out in this Announcement and will not regard any other person as its client in connection with the matters referred to in this Announcement and will not be responsible to anyone other than KBC for providing the protections afforded to clients of Evercore or its affiliates, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to herein.  Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein or otherwise.

 

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as corporate broker and nominated adviser to KBC and no-one else in connection with the Acquisition and other matters described in this Announcement and will not be responsible to anyone other than KBC for providing the protections afforded to clients of Cenkos Securities plc or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

 

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely by the Scheme Document (or, if applicable, the Offer Document) which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Offer Document).

 

This Announcement does not constitute a prospectus or a prospectus equivalent document.

 

This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

 

Overseas shareholders

 

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their KBC Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their KBC Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to overseas shareholders will be contained in the Scheme Document.

 

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

 

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement, the Scheme Document and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement or the Scheme Document (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.  In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Yokogawa will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.

 

The Acquisition relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Yokogawa were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Yokogawa and no one else. In addition to any such Takeover Offer, Yokogawa, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in KBC outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

 

Forward-looking statements

 

This Announcement and the Scheme Document (including information incorporated by reference in this Announcement and the Scheme Document) contain certain forward-looking statements with respect to Yokogawa and KBC. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Yokogawa Group or the KBC Group; and (iii) the effects of government regulation on the business of the Yokogawa Group or the KBC Group.

 

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Yokogawa or KBC or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Yokogawa nor KBC undertakes any obligation to update publicly or revise forward-looking or other statements contained in this Announcement or the Scheme Document, whether as a result of new information, future events or otherwise, except to the extent legally required.

 

Publication on website

 

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the Scheme Document will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at Yokogawa's website at http://www.yokogawa.com/ and KBC's website at http://ir.kbcat.com/home/ by no later than 12 noon on 7 March 2016.

 

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement or the Scheme Document.

 

In accordance with Rule 30.2 of the Code, a person so entitled may request a hard copy of this Announcement and the Scheme Document, free of charge, by contacting the Registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by telephone on 0370 707 1099 (from within the UK) or +44 370 707 1099 (from outside the UK).  For persons who receive copies in electronic form or via a website notification, hard copies will not be sent unless so requested.  In accordance with Rule 30.2 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

 

Information relating to KBC Shareholders

 

Please be aware that addresses, electronic addresses and certain other information provided by KBC Shareholders, persons with information rights and other relevant persons for the receipt of communications from KBC may be provided to Yokogawa during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

 

Right to switch to a Takeover Offer

Yokogawa reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of KBC as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Yokogawa so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part 3 of the Scheme Document.

 

Disclosure Requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day (as defined in the Code)  following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day (as defined in the Code)  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 Takeover 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.

 

 

 

 


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