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Alpha Strategic PLC (APS)

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Monday 09 December, 2013

Alpha Strategic PLC

Suspension of Trading in Ordinary Shares

RNS Number : 9543U
Alpha Strategic PLC
09 December 2013
 

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

FOR IMMEDIATE RELEASE

9 December 2013

RECOMMENDED CASH ACQUISITION

of

ALPHA STRATEGIC PLC

resulting in the holding by

NORTHILL EUROPE HOLDINGS S.ÁR.L.

(a wholly-owned subsidiary of Northill Capital Holdings Limited)

of the entire issued share capital of Alpha not already

owned by Northill to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

Suspension of trading, dealings, settlement and transfer in, Ordinary Shares

 

On 18 October 2013, Alpha Strategic plc ("Alpha") and Northill Europe Holdings S.ár.l. ("Northill") announced that they had reached agreement on the terms of a recommended cash acquisition of Alpha by Northill, a wholly-owned subsidiary of Northill Capital Holdings Limited, pursuant to which Northill will acquire the entire issued and to be issued share capital of Alpha (not already owned by Northill) (the "Acquisition"), to be implemented by way of a scheme of arrangement (the "Scheme").  The full terms of, and conditions to, the Scheme are set out in the scheme document issued by Alpha on 28 October 2013 (the "Scheme Document").

 

The Scheme and its implementation were approved by Alpha Shareholders on 21 November 2013.

 

Pursuant to the terms of the Scheme and the AIM Rules, Alpha announces that trading of Ordinary Shares on AIM has been suspended effective from 7.30 a.m. (London time) today.

 

Next steps

 

Completion of the Scheme remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions set out in Part Three of the Scheme Document, including the confirmation of the Capital Reduction by the Court.  The Scheme Court Hearing is expected to take place tomorrow and it is expected that the Scheme will become effective thereafter on 11 December 2013.  The cancellation of admission of Ordinary Shares to trading on AIM is expected to take place at 7.00 a.m. (London time) on 12 December 2013.

 

Upon completion of the Acquisition, holders of Scheme Shares who appeared on the Alpha register of members at 6.00 p.m. on 9 December 2013 will be entitled to receive 25 pence in cash for each Scheme Share held. The date for despatch of the Cash Consideration is expected to be on or around 19 December 2013 (and in any event the Cash Consideration will be despatched by 25 December 2013).

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.  A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Alpha's website at www.alphastrategic.com and Northill Capital Group's website at www.northill.com.

 

Enquiries:                                           

Northill Europe Holdings S.ár.l. and

Northill Capital Holdings Limited
Jeremy Bassil

Tel: +44 (0)20 7016 4040

finnCap Ltd

Stuart Andrews/Henrik Persson

Tel: +44 (0)20 7220 0500

 

 

Alpha Strategic plc

Alistair McKay

 

Westhouse Securities Limited

Tom Griffiths/Paul Gillam

 

Tel: +44 (0)20 7222 3005

 

 

Tel: +44 (0)20 7601 6100

 

 

finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Northill and Northill Capital and no one else in connection with the Acquisition and will not be responsible to anyone other than Northill and Northill Capital for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Acquisition or in relation to the contents of this announcement or any transaction or arrangement referred to herein. Neither finnCap Ltd, 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 finnCap Ltd in connection with the Acquisition.

Westhouse, which is authorised and regulated by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting exclusively as financial adviser to the Independent Directors and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than the Independent Directors for providing the protections afforded to clients of Westhouse nor for providing advice in relation to the matters referred to in this announcement. Neither Westhouse 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 Westhouse in connection with the Acquisition.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation 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 Acquisition or otherwise.  The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Northill reserves the right to elect (with the consent of the Panel (where necessary)) to implement the Acquisition by way of a Takeover Offer. In the event that the Acquisition is to be implemented by way of a Takeover Offer, the Alpha Shares (other than the Alpha Shares already held by Northill) will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. In this event, the Acquisition would be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments). The acceptance condition would be set at 90 per cent. of the shares to which such offer relates (or such lesser percentage (being more than 50 per cent.) as Northill may decide with the consent of the Panel). 

Notice to US Holders of Alpha Shares

The Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the Exchange Act and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the Exchange Act will apply to the Scheme. Moreover, the Scheme is subject to the disclosure requirements and practices applicable in the United Kingdom and under the Takeover Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Certain financial information included or referred to in this announcement, or which is or may be incorporated by reference into this announcement, has been or will have been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the United Kingdom. This may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Northill exercises its right to implement the acquisition of the Alpha Shares (other than the Alpha Shares already held by Northill) by way of a Takeover Offer, the Takeover Offer will be made in compliance with applicable US securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for its Alpha Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each Alpha Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders of Alpha Shares to enforce their rights and claims arising out of the US federal securities laws. Alpha is registered and organised under the laws of England and Wales. The officers and directors of Alpha are residents of countries other than the United States. It may not be possible to sue Alpha in a non-US court for violations of US securities laws. It may be difficult to compel Alpha and its respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

Overseas Shareholders

The availability of the offer or the distribution of this announcement to Alpha Shareholders who are not resident or ordinarily resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Alpha Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 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 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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, 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 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 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.


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