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 such jurisdiction.
TRACSIS PLC
("Tracsis" or the "Company")
RECOMMENDED CASH OFFER
FOR THE ENTIRE ISSUED SHARE CAPITAL OF SKY HIGH PLC
(other than those shares acquired by Tracsis under the Management Agreement and the Prowse Trust Agreement)
FINAL CLOSING DATE OF OFFER
Background
On 26 March 2013 the boards of Sky High and Tracsis announced the terms of a recommended cash offer to be made by Tracsis for the entire issued ordinary share capital of Sky High, excluding the Management Roll Over Shares and the Prowse Trust Shares (as defined in the Offer Document) at 15.25p per Sky High Share (the "Offer"). The full terms of, and conditions to the Offer and the procedure for acceptance were set out in the offer document issued by Tracsis on 26 March 2013 (the "Offer Document").
On 17 April 2013, Tracsis announced that the Offer had become unconditional as to acceptances, and that pursuant to Rule 31.4 of the Takeover Code, the Offer would remain open for acceptances until 1.00pm on 1 May 2013.
Accordingly, Tracsis confirms that the Offer has now expired.
Level of Acceptances
As at 1.00pm on 1 May 2013 (being the final closing date of the Offer), Tracsis had received valid acceptances from Sky High Shareholders in respect of 17,291,221 Sky High Shares representing approximately 97.01% of the Offer Shares and approximately 80.36% of the existing issued ordinary share capital of Sky High.
These acceptances include acceptances received in respect of:
(i) 1,714,256 Sky High Shares (representing approximately 7.97% of the existing ordinary share capital of Sky High and 9.62% of the Offer Shares) which were subject to irrevocable commitments procured by Tracsis from certain Management Shareholders;
(ii) 10,819,607 Sky High Shares (representing approximately 50.28% of the existing ordinary share capital of Sky High and 60.70% of the Offer Shares) which were subject to irrevocable commitments procured by Tracsis from the Independent Directors;
(iii) 785,878 Sky High Shares (representing approximately 3.66% of the existing ordinary share capital of Sky High and 4.40% of the Offer Shares) which were subject to irrevocable commitments procured by Tracsis from certain other Sky High Shareholders;
(iv) 41,874 Sky High Shares (representing approximately 0.19% of the existing issued share capital of Sky High and 0.23% of the Offer Shares) which were held on behalf of John McArthur, a director of Tracsis; and
(v) 515,000 Sky High Shares (representing approximately 2.39% of the existing issued share capital of Sky High and 2.89% of the Offer Shares) which were held by WH Ireland Limited, a person deemed to be acting in concert with Tracsis.
Neither Tracsis nor its associates have any other outstanding irrevocable commitments or letters of intent to accept the Offer.
Therefore, as at 1.00pm on 1 May 2013, Tracsis may count 17,291,221 Sky High Shares (representing approximately 97.01% of the Offer Shares and approximately 80.36% of the existing issued ordinary share capital of Sky High) towards the satisfaction of the acceptance condition to the Offer (as set out in paragraph (A) of Part A of Appendix I of the Offer Document) and can confirm that, as announced on 17 April 2013 the offer is deemed to be unconditional as to acceptances, and in all respects.
The acceptances received by Tracsis in respect of 17,291,221 Offer Shares (which represents approximately 80.36% of the Sky High Shares), the Management Roll Over Shares (comprising 3,526,358 Sky High Shares and representing 16.39% of the Sky High Shares) agreed to be acquired from the Management Shareholders pursuant to the Management Agreement, and the Prowse Trust Shares (comprising 166,667 Sky High Shares and representing 0.77% of the Sky High Shares) agreed to be acquired from the Prowse Trust (a Connected Person of Martin Prowse), mean that Tracsis has acquired or agreed to acquire a total of 20,984,246 Sky High Shares (representing approximately 97.52% of the Sky High Shares).
Settlement of Consideration
Settlement of the consideration to which any Sky High Shareholders (or the first named shareholder in the case of joint shareholders) are entitled under the Offer will be effected (in the manner set out in paragraph 15 of Part II of the Offer Document): (i) in the case of acceptances received, complete in all respects, by 17 April 2013, within 14 days of such date, or, (ii) in the case of acceptances received, complete in all respects, after 17 April 2013 but while the Offer remains open for acceptance, within 14 days of such receipt.
Compulsory acquisition and cancellation of trading of Sky High Shares
As set out in the Offer Document, as Tracsis has received valid acceptances in respect of more than 90 per cent. of Sky High's issued share capital and the Offer has been declared unconditional in all respects, Tracsis intends to exercise its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies Act to acquire compulsorily the remaining Sky High Shares on the same terms as the Offer. Tracsis announces that it has initiated the process to acquire compulsorily the remaining Sky High Shares in respect of which the Offer has not been validly accepted. Tracsis will post notices to the holders of Offer Shares who have not validly accepted the Offer, on or around Friday 3 May 2013, informing them that it proposes to acquire compulsorily their Sky High Shares under the provisions of section 974 to 991 of the 2006 Act on the same terms of the Offer.
The compulsory acquisition procedure is expected to be completed on, or shortly after, 14 June 2013, being 6 weeks from the date of the compulsory acquisition notice.
Tracsis requested that Sky High applies to the London Stock Exchange for the cancellation of the admission to trading of Sky High's shares on AIM and the expected time and date of cancellation of the Company's ordinary shares on AIM is 7.00a.m. on 16 May 2013.
Following such cancellation, Sky High will be re-registered as a private company under the relevant provisions of the Companies Act 2006 and new articles of association be adopted by Sky High. It is intended that these articles of association will contain drag-along rights, which will provide that if there is a change of control of Sky High, namely a transfer to a third party of equity voting capital representing 50.00 per cent. control or more of the equity voting capital of Sky High, Tracsis can require all the other shareholders (if any) to sell their Sky High Shares.
Interests in relevant securities
The interests (all of which are beneficial unless otherwise stated), of the Tracsis Directors and their respective related parties, in relevant Sky High securities were as follows:
Name |
Number of Sky High Shares |
% of Sky High Shares |
John McArthur |
41,874* |
0.19% |
* John McArthur holds 41,874 Sky High Shares beneficially via a self invested personal pension which are registered in the name of Lawshare Nominees Limited.
The interests of WH Ireland Limited, as a person acting in concert with Tracsis, in relevant Sky High Securities were as follows.
Name |
Number of Sky High Shares |
% of Sky High Shares |
WH Ireland Limited* |
515,000 |
2.39% |
* the relevant Sky High shares are held in discretionary accounts on behalf of clients of WH Ireland Limited.
Neither Tracsis nor, so far as Tracsis is aware, any person acting in concert (within the meaning of the City Code) with Tracsis, (a) has any short position (whether conditional or absolute and whether in the money or otherwise) in respect of relevant securities of Sky High, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (b) has borrowed or lent any relevant securities of Sky High (save for any borrowed shares which have been either on-lent or sold).
For more information please contact:
|
|
John McArthur, Tracsis plc |
Tel: 0845 125 9162 |
Mark Mattison, Sky High plc |
Tel: 01937 833 933 |
WH Ireland Limited (financial adviser to Tracsis) Katy Mitchell Dan Bate |
Tel: 0161 832 2174 |
SPARK Advisory Partners Limited (financial adviser to Sky High) Sean Wyndham-Quin Neil Baldwin |
Tel: 0113 370 8975 |
Terms used in this Announcement shall have the meaning given to them in the Offer Document.
This announcement is for information purposes only and 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.
This announcement does not constitute a prospectus or prospectus equivalent document. The Offer will be made solely on the basis of information contained or referred to in, or the procedures set out in, the Offer Document and the accompanying Forms of Proxy (which will together contain the full terms and conditions of the Offer). Sky High Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.
WH Ireland Limited ("WHI"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Tracsis and no-one else in connection with the Offer and will not be responsible to anyone other than Tracsis for providing the protections afforded to clients of WHI nor for providing advice in relation to the Offer or any other matters referred to herein.
SPARK Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sky High and no-one else in connection with the Offer and will not be responsible to anyone other than Sky High for providing the protections afforded to clients of SPARK nor for providing advice in relation to the Offer or any other matters referred to herein.
Overseas jurisdictions
The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law.
The Offer will not be made directly or indirectly into any Restricted Jurisdiction. Therefore, persons into whose possession this announcement comes who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves about, and observe, any applicable restrictions. Sky High Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Unless otherwise determined by Tracsis or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Any person (including, without limitation, as custodian, nominee or trustee) who would or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and / or the Offer Document and / or any other related document to any jurisdiction outside of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.
This announcement has been prepared for the purposes of complying with English law and the 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 of any jurisdiction outside the United Kingdom.
Disclosure requirements
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 paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of an offeree company or of a paper 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 an offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper 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 Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Forward-looking statements
This announcement contains statements that are or may be forward-looking statements. Forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Tracsis or Sky High, as applicable, about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Offer on Tracsis and Sky High, the expected timing and scope of the Offer and other statements other than historical facts. 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", "strategy", "budget", "forecast" or "might" 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, economic performance, indebtedness, financial condition, losses and future prospects; (ii) business and management strategies and the expansion and growth of Sky High or Tracsis's operations and potential synergies resulting from the Offer; (iii) the effects of government regulation on Sky High or Tracsis's business.
These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Tracsis or Sky High or their respective financial advisers. 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. These factors include the satisfaction of the Conditions, as well as additional factors, such as: fluctuations in the capital markets; fluctuations in interest and exchange rates; increased regulation or regulatory scrutiny; the occurrence of unforeseen disasters or catastrophes; political or economic instability in principal markets; adverse outcomes in litigation; and general, local and global economic, political, business and market conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward looking statements should therefore be construed in the light of such factors. Neither Tracsis nor Sky High nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. 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 Tracsis or Sky High 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. Tracsis and Sky High disclaim any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with their legal and regulatory obligations.
Nothing in this announcement shall be effective to limit or exclude any liability which, by law or regulation, cannot be so limited or excluded.
