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KBC Advanced Tech (KBC)

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Thursday 07 April, 2016

KBC Advanced Tech

Scheme Effective

RNS Number : 5078U
KBC Advanced Technologies plc
07 April 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

 

7 April 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)

 

Scheme Effective

 

On 17 February 2016, the boards of directors of KBC Advanced Technologies plc ("KBC") and Yokogawa Electric Corporation ("Yokogawa") announced that they had reached agreement on the terms of a recommended all cash acquisition by Yokogawa of the entire issued and to be issued share capital of KBC by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The Court sanctioned the Scheme on 5 April 2016.

 

The boards of KBC and Yokogawa are pleased to announce that the Scheme has now become effective in accordance with its terms. Holders of Scheme Shares are entitled to receive 210 pence in cash for each Scheme Share held.

 

Trading on AIM in KBC Shares was temporarily suspended with effect from 7.30a.m. on 6 April 2016. It is expected that the cancellation of admission to trading on AIM of KBC Shares will take effect at 7.00a.m. on 8 April 2016.

 

Settlement of Consideration due under the Scheme will be made:

 

-     by cheque or the crediting of CREST within 14 days of the Effective Date; or

-     in respect of Scheme Shares acquired pursuant to the exercise of KBC Options, in accordance with the terms of the Optionholder Letters.

 

Capitalised terms used but not defined in this announcement (the "Announcement") have the same meaning given to them in the circular posted to KBC Shareholders on 4 March 2016 (the "Scheme Document"). All times referred to are London times.

 

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.

 

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.

 

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.

 

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 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 8 April 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, 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.

 

 


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