Completion of acquisition and Total Voting Rights

RNS Number : 6099M

Acal PLC

17 July 2014

 



17 July 2014

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Acal plc

Completion of acquisition and Total Voting Rights

Acal plc (LSE: ACL, the "Company" or "Acal"), a leading specialist electronics supplier, is pleased to announce that all outstanding conditions have now been satisfied and the acquisition of Trafo Holding AS, trading as Noratel, has completed today.

Further to the completion of the Acquisition, application has been made for 384,966 new ordinary shares of 5 pence each, issued pursuant to the Sale and Purchase Agreement (the "Consideration Shares") to be admitted to the Official List of the UKLA and to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will occur on 18 July 2014. For the number of issued shares admitted to the Official List to equal the Company's number of issued ordinary shares, application is also being made for a further 290,873 ordinary shares (which have already been issued) to be so admitted.

Immediately following the issue of these new ordinary shares, the issued share capital of the Company comprises 63,049,220 ordinary shares of 5 pence each. All of the ordinary shares carry voting rights of one vote per share. The Company does not hold any shares in treasury. The above figure of 63, 049,220 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.

A prospectus and circular relating to the Consideration Shares and the Acquisition was published on 5 June 2014 and submitted to the National Storage Mechanism where it is available for inspection at www.morningstar.co.uk/uk/NSM.

For further information, please contact:

Acal plc	01483 544 500
Nick Jefferies
Simon Gibbins
Sponsor, sole bookrunner and broker
Oriel Securities	0207 710 7600
David Arch
Ashton Clanfield
Stewart Wallace
Instinctif Partners	0207 457 2020
Mark Garraway Helen Tarbet Notes to Editors: About Acal plc

Acal is a European leader in specialist electronics, designing, manufacturing and distributing electronic, photonic and medical products for the industrial and healthcare sectors. It is the only such provider with an infrastructure to deliver a broad range of specialist products and bespoke solutions across Europe. The Electronics division has completed seven acquisitions in the last four years, more than trebling its specialist revenues. Acal's strategy is to further enhance its leadership position through organic growth, complementary acquisitions and continued enhancement of its custom service capabilities. The division has operating companies across Europe, including the UK, Germany, France, Benelux, Italy, Poland, Spain and the Nordic region, as well as in Asia (China and South Korea) and Africa (South Africa). Businesses comprise Acal BFi, Hectronic, MTC, Myrra Group, RSG, Stortech and Vertec.

IMPORTANT NOTICE

The defined terms set out in Part XVIII of the Prospectus apply in this announcement.

A copy of the Prospectus is available from the registered office of the Company and on the Company's website at www.acalplc.co.uk provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or any of the other Excluded Territories.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus gives further details of the Rights Issue Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or Rights Issue Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any of the other Excluded Territories and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the Rights Issue Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.

 

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