Source - RNS
RNS Number : 8777H
Canterbury Acquisition Limited
13 June 2017
 

Part I

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.

FOR IMMEDIATE RELEASE                                                                                     13 June 2017

This announcement contains inside information

 

Recommended Cash Offer

for

Kalibrate Technologies plc ("Kalibrate")

by

Canterbury Acquisition Limited ("Hanover Bidco")

(an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP)

 

Summary

·              The Boards of Hanover Bidco and Kalibrate are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Hanover Bidco for the entire issued and to be issued share capital of Kalibrate. Hanover Bidco is an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP.

·              Under the terms of the Offer, each Kalibrate Shareholder will be entitled to receive 85.5 pence in cash per Kalibrate Share.

·              The Offer values the entire issued share capital of Kalibrate at approximately £29 million.

·              The Offer represents a premium of 50 per cent. over the closing middle market price of 57 pence per Kalibrate Share on 1 June 2017, being the day prior to Hanover Bidco's approach to the Kalibrate Directors regarding the Offer.

·              The Offer is conditional upon, amongst other things, Hanover Bidco receiving valid acceptances (which have not been withdrawn) in respect of and/or having otherwise acquired or agreed to acquire Kalibrate Shares which constitute more than 50 per cent. of the voting rights attached to the Kalibrate Shares.

·              The Kalibrate Directors, who have been so advised by N+1 Singer, consider the terms of the Offer to be fair and reasonable.  In providing its advice to the Kalibrate Directors, N+1 Singer has taken into account the commercial assessments of the Kalibrate Board. N+1 Singer is providing independent financial advice to the Kalibrate Directors for the purpose of Rule 3 of the Code.

·              Accordingly, the Kalibrate Directors intend to unanimously recommend that the Kalibrate Shareholders accept the Offer.

·              Hanover Bidco has received irrevocable undertakings to accept the Offer from those Kalibrate Directors who hold Kalibrate Shares, in respect of a total of 88,532 Kalibrate Shares, representing approximately 0.3 per cent. of the issued share capital of Kalibrate.

·              In addition, Hanover Bidco has received irrevocable undertakings to accept the Offer from certain Kalibrate Shareholders, in respect of a total of 13,473,960 Kalibrate Shares representing approximately 39.8 per cent. of the issued share capital of Kalibrate.

·              In aggregate, Hanover Bidco has therefore received irrevocable undertakings in respect of a total of 13,562,492 Kalibrate Shares, representing approximately 40.0 per cent. of the issued share capital of Kalibrate.

 

Commenting on the Offer, Matthew Peacock, founding partner of Hanover Investors and a director of Hanover Bidco said:

"We are delighted to be announcing this recommended cash offer for Kalibrate Technologies plc. We believe that Kalibrate is a great company with significant potential, but that growth will be easier to achieve outside of public market constraints. Our proposal provides Kalibrate Shareholders with an opportunity to realise a significant premium over the value of their shares prior to the time that Hanover Investors made its approach to Kalibrate."

Commenting on the Offer, Bob Stein, Chief Executive Officer of Kalibrate Technologies plc said:

"We continue to make good progress within our core markets, deepening our customer relationships and winning additional contracts. With continued investment in our new products of Merchandise Pricing/Promotion and B2B/Wholesale Pricing we are developing additional growth opportunities with our client base. Whilst this strength underpins our belief in our products and long-term growth plans, the time and investment required to convert those growth ambitions continue to extend, compounded by the delays in deregulating markets that we've previously announced. I, along with the rest of the Kalibrate Board, intend to recommend the Offer."

 

This summary should be read in conjunction with the full text of the following announcement including the Appendices. The Conditions and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II contains bases and sources of certain information contained within this announcement. Appendix III contains details of the irrevocable undertakings given to Hanover Bidco. Appendix IV contains the definitions of certain terms used in this announcement.

 

Enquiries:

Hanover Investors Management LLP

Matthew Peacock                                               Tel: +44 (0) 20 7766 8400

Tom Russell

Fred Lundqvist

 

Liberum Capital Limited (Financial adviser to Hanover Bidco)

Neil Patel                                                           Tel: +44 (0) 20 3100 2222

Richard Bootle

Dominik Gotzenberger

 

Kalibrate Technologies plc

Bob Stein                                                           Tel: +44 (0) 161 228 0040

Gregg Budoi

 

N+1 Singer (Financial adviser, nominated adviser and broker to Kalibrate Technologies plc)

Shaun Dobson                                                    Tel: +44 (0) 20 7496 3000

Alex Price

James Hopton

 

FTI Consulting (PR adviser to Kalibrate Technologies plc)

Matt Dixon                                                          Tel: +44 (0) 20 3727 1000

Chris Lane

Emma Appleton

Elena Kalinskaya

 

Further information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Kalibrate in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or equivalent document.

Any acceptance or other response to the Offer should only be made on the basis of the information contained in the Offer Document (which will contain the full terms and conditions of the Offer) and the Form of Acceptance. Kalibrate Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

Please be aware that addresses, electronic addresses and certain other information provided by Kalibrate Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Kalibrate may be provided to Hanover Bidco during the offer period as required under Section 4 of Appendix 4 of the Code.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Hanover Bidco and no-one else in connection with the Offer and will not be responsible to anyone other than Hanover Bidco for providing the protections afforded to clients of Liberum, nor for providing advice in relation to the Offer or any matters referred to in this announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Kalibrate and no-one else in connection with the Offer and will not be responsible to anyone other than Kalibrate for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the Offer or any matters referred to in this announcement.

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. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Kalibrate 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.

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 jurisdictions outside the United Kingdom.

US shareholders

The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to the applicable provisions of Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934 (the "Exchange Act"), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement. It may be difficult for US holders of Kalibrate Shares to enforce their rights under any claim arising out of the US federal securities laws, since Hanover Bidco and Kalibrate are located outside of the United States, and some of their officers and directors may be resident outside of the United States.

The receipt of cash pursuant to the Offer by a US holder of Kalibrate Shares 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 US shareholder of Kalibrate is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Hanover Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Kalibrate Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK laws and regulations, including the Code, the AIM Rules, and Rule 14e-5 under the Exchange Act to the extent applicable. Any information about any such purchases will be disclosed in accordance with applicable UK laws and regulations, on the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.

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 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 following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 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.

Forward-looking statements

This announcement contains certain forward-looking statements, including statements regarding Hanover Bidco's and Kalibrate's plans, objectives and expected performance. Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others, the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the fuel and convenience retail industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this announcement.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Kalibrate confirms that, as at the date of this announcement, it has 33,881,474 ordinary shares of 0.2 pence each in issue and admitted to trading on AIM under the ISIN reference GB00BFZCRC66.

Publication of this announcement and availability of hard copies

A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on www.hanoverinvestors.com and www.kalibrate.com by no later than 12 noon on the Business Day following the date of this announcement.

The contents of Hanover Investors' website and Kalibrate's website are not incorporated into and do not form part of this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Gregg Budoi of Kalibrate at 7th floor, St James's Buildings, 79 Oxford Street, Manchester M1 6SS or on +44 (0) 161 228 0040, with an address to which the hard copy may be sent. In accordance with Rule 30.3 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 Offer should be in hard copy form.

Part II

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.

FOR IMMEDIATE RELEASE                                                                                     13 June 2017

This announcement contains inside information

 

Recommended Cash Offer

for

Kalibrate Technologies plc ("Kalibrate")

by

Canterbury Acquisition Limited ("Hanover Bidco")

(an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP)

 

1.         Introduction

The Boards of Hanover Bidco and Kalibrate are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Hanover Bidco for the entire issued and to be issued share capital of Kalibrate. Hanover Bidco is an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP.

Under the terms of the Offer, each Kalibrate Shareholder will be entitled to receive 85.5 pence in cash per Kalibrate Share.

2.         Summary of terms

The Offer will be subject to the conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document and will be made on the following basis:

for each Kalibrate Share                              85.5 pence in cash ("Cash Consideration")

The Offer values the entire issued share capital of Kalibrate at approximately £29 million.

The Offer represents a premium of 50 per cent. over the closing middle market price of 57 pence per Kalibrate Share on 1 June 2017, being the day prior to Hanover Bidco's approach to the Kalibrate Directors regarding the Offer.

The Offer is conditional upon, amongst other things, Hanover Bidco receiving valid acceptances (which have not been withdrawn) in respect of and/or having otherwise acquired or agreed to acquire Kalibrate Shares which constitute more than 50 per cent. of the voting rights attached to the Kalibrate Shares.

3.         Background to and reasons for the Offer

Hanover Investors recognises Kalibrate as possessing market leading technology in pricing and planning solutions, in particular for the oil & gas sector. However, Hanover Investors believes that Kalibrate is unable to fulfil its growth potential whilst listed. In particular, the revenue volatility associated with perpetual software licences and the significant cost investments required to expand the product offering result in a near to mid-term profitability profile which is not suited to the public market.

The Offer represents an opportunity for Kalibrate Shareholders to realise their holding in Kalibrate in cash for a premium of 50 per cent. to the closing middle market price of 57 pence per Kalibrate Share on 1 June 2017 (being the day prior to Hanover Bidco's approach to the Kalibrate Directors regarding the Offer). Hanover Bidco believes its Offer also provides certainty, in cash for Kalibrate Shareholders today, and also gives them an exit opportunity now, rather than the alternative of waiting for Kalibrate's financial performance to be reflected in its share price and bearing the risks of that alternative not being achieved.

 

4.         Recommendation

The Kalibrate Board, which has been so advised by N+1 Singer as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. In providing its advice, N+1 Singer has taken into account the commercial assessments of the Kalibrate Board.

The Kalibrate Directors intend to recommend unanimously that all Kalibrate Shareholders accept the Offer, as Philip James Lawler and Neville Davis, being Kalibrate Directors who have an interest in Kalibrate Shares, have undertaken to do in respect of their own beneficial holdings in the Company of 88,532 Kalibrate Shares in aggregate, representing approximately 0.3 per cent. of the existing issued share capital of Kalibrate.

5.         Background to and reasons for recommendation

As noted within its interim results statement for the six months ended 31 December 2016, Kalibrate's core US and European markets continued to represent stable business for the Kalibrate Group.

As previously announced, Kalibrate's growth is dependent on (i) winning new business in growth/rest of the world markets (India, South America, Asia and Africa) as they deregulate, (ii) the introduction of new products and services such as Kalibrate's Merchandise Pricing/Promotion and B2B/Wholesale Pricing platforms and (iii) the continued transition of its clients to Kalibrate's SaaS Pricing product offering.

Kalibrate has continued to make progress in positioning the Kalibrate Group to achieve success with these three growth initiatives, but the timing of revenue from certain of these initiatives remains either elongated or difficult to predict accurately.

The Kalibrate Directors believe that the meaningful progress and sustainable growth that is expected through these initiatives may only be achieved in the mid-term. 

At the same time, the implementation of certain of these initiatives requires investment, which will absorb the Company's free cash flow in the short to medium term.

Kalibrate has a pipeline of new business opportunities throughout its growth/rest of the world markets and these markets have shown receptivity to Kalibrate's offerings. However, as announced previously by Kalibrate, despite encouraging progress sales cycles and the closing of deals in those markets tend to be prolonged and/or difficult to forecast accurately.

This remains the case and the Kalibrate Directors remain cautious about the timing of these contracts and their closure.

This increases the difficulty of accurately forecasting revenues and profitability, which can move from one financial period to the next, as noted in Kalibrate's trading update announcement of 24 January 2017.

Whilst the Kalibrate Directors continue to believe in the prospects for the business and the attractiveness of its product offering, it is the Kalibrate Directors' belief that the Offer represents an acceptable and certain valuation given the Kalibrate Group's recent share price performance.

The Kalibrate Directors have also considered the interests of the current shareholder base of Kalibrate and consider that, given the low level of free float, the Offer therefore provides Kalibrate Shareholders with an opportunity to realise their investment which would not otherwise be available to them given the relatively illiquid market for Kalibrate's shares. Accordingly, the Kalibrate Directors intend to recommend unanimously the Offer to Kalibrate Shareholders.

6.         Information on the Hanover Fund and Hanover Bidco

The Hanover Fund

Hanover AEF General Partner LP (the "General Partner") is the general partner of Hanover Active Equity Fund LP (the "Hanover Fund").  The Hanover Fund is a Cayman Islands exempted limited partnership formed to invest in small-cap public companies and private equity situations, primarily in the UK, and currently has a total of approximately £85 million in committed capital.

Hanover Investors Management (Cayman) Limited (the "Manager") has been appointed by the General Partner as the manager of the Hanover Fund and in turn Hanover Investors Management LLP ("Hanover Investors") provides certain investment advisory services to the Manager in respect of the Hanover Fund.

Hanover Investors was registered on 7 January 2005 and is authorised and regulated by the FCA. Matthew Peacock is the founding partner of Hanover Investors.

Hanover Bidco

Hanover Bidco is a newly incorporated company formed at the direction of Hanover Investors (on behalf of the Hanover Fund) for the purpose of implementing the Offer. Hanover Bidco is currently owned as to 100 per cent. by the Hanover Fund.

Hanover Bidco is a private limited company incorporated in England and Wales on 21 April 2017 under the Companies Act with registered number 10734592. It has its registered office at 32 Wigmore Street, London, United Kingdom, W1U 2RP.

The Directors of Hanover Bidco are Matthew Peacock, Tom Russell and Fredrik Lundqvist.

Save for activities in connection with the implementation and financing of the Offer, Hanover Bidco has not carried on any business prior to the date of this announcement.

7.         Information on Kalibrate

Kalibrate is a global provider of strategy and technology services to the fuel and convenience retail industry. Kalibrate has developed a range of pricing, planning and strategy solutions, and combines robust data analytics to deliver consultancy services to its clients, in order to help its clients optimise performance by considering the elements of price, location, market, merchandising, facilities, operations and brand. Its clients include oil and gas companies, convenience store chains and supermarket chains.

Headquartered in Manchester, UK and Cleveland, USA, Kalibrate also operates from offices in the USA, Brazil, South Africa, India, Australia, Japan, Singapore and China. Its main areas of operations are Europe, the USA and Asia.

For the year ended 30 June 2016, Kalibrate reported revenue of $34.90 million and profit before tax of $1.84 million. As at 30 June 2016, Kalibrate had gross assets of $28.13 million and net current assets of $8.17 million.

For the six months ended 31 December 2016, Kalibrate reported revenue of $14.06 million and a loss before tax of $0.70 million.  As at 31 December 2016, Kalibrate had gross assets of $26.85 million and net current assets of $6.76 million.

8.         Interests in Kalibrate Shares and irrevocable undertakings

8.1       Hanover Bidco Group

As at the date of this announcement, the Hanover Bidco Group does not own any Kalibrate Shares.

8.2       Kalibrate Directors

            Irrevocable undertakings to accept the Offer have been received from Philip James Lawler and Neville Davis, being Kalibrate Directors who hold Kalibrate Shares, in respect of 88,532 Kalibrate Shares in aggregate, which represent approximately 0.3 per cent. of the existing issued share capital of Kalibrate.

            Bob Stein has also granted an irrevocable undertaking in relation to any Kalibrate Shares which he may acquire as a result of the exercise of share options under the Kalibrate Share Schemes.

8.3       Other Kalibrate Shareholders

Irrevocable undertakings to accept or procure acceptance of the Offer have been received from Invesco Asset Management Limited and Eurovestech plc in respect of 11,772,151 and 1,701,809 Kalibrate Shares, respectively, which in aggregate represent approximately 39.8 per cent. of the existing issued share capital of Kalibrate.

In aggregate, Hanover Bidco has therefore received irrevocable undertakings in respect of a total of 13,562,492 Kalibrate Shares, representing approximately 40.0 per cent. of the issued share capital of Kalibrate.

Further details regarding the irrevocable undertakings are set out in Appendix III of this announcement.

9.         Management, employees and locations

            Hanover Bidco confirms that, following implementation of the Offer, the existing contractual and  
            statutory employment rights, including in relation to pensions, of all Kalibrate      employees will be 
            honoured.

The Hanover Bidco Board anticipates that in order to achieve some of the expected benefits of the Offer, it will be necessary to generate cost-savings, including via some headcount reductions and managerial changes.

Following implementation of the Offer, Hanover Bidco intends to undertake a detailed review of the fixed assets and locations of Kalibrate and its subsidiaries and businesses within 3 months of the date the Offer becomes or is declared wholly unconditional. Pending the completion of that review, Hanover Bidco has no current intentions to make any change to Kalibrate's principal places of business or fixed assets.

On or shortly after the date the Offer becomes or is declared wholly unconditional it is proposed that the non-executive Directors will resign from the board of Kalibrate and will be replaced by directors appointed by Hanover Bidco.

In accordance with Rule 16.2(a) of the Code, Hanover Bidco confirms that no incentivisation arrangements are proposed for Kalibrate's management.

10.       Kalibrate Share Schemes

The Offer will extend to any Kalibrate Shares issued or unconditionally allotted, and any Treasury Shares unconditionally sold or transferred by Kalibrate, in each case, prior to the date on which the Offer closes (or such earlier date as Hanover Bidco may, subject to the Code, decide) as a result of the exercise of options granted under the Kalibrate Share Schemes.  

Hanover Bidco will make appropriate proposals to participants in the Kalibrate Share Schemes in due course. Participants in the Kalibrate Share Schemes will be contacted separately regarding the effect of the Offer on their rights under the Kalibrate Share Schemes and with the details of Hanover Bidco's proposals.

11.       Further details of the Offer

The Kalibrate Shares will be acquired under the Offer fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Offer becomes or is declared unconditional in all respects.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Kalibrate in respect of Kalibrate Shares on or after the date of this announcement and prior to the Offer becoming or being declared unconditional in all respects, Hanover Bidco will have the right to reduce the value of the consideration payable for each Kalibrate Share by up to the amount per Kalibrate Share of such dividend, distribution or return of value except where the Kalibrate Share is or will be acquired pursuant to the Offer on a basis which entitles Hanover Bidco to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after the date of this announcement and Hanover Bidco exercises its rights described above, any reference in this announcement to the consideration payable under the Offer shall be deemed to be a reference to the consideration as so reduced. Any exercise by Hanover Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Offer.

12.       Compulsory acquisition, cancellation of admission to trading on AIM and re-registration as a private limited company

If Hanover Bidco acquires, whether through acceptances under the Offer or otherwise, 90 per cent. or more of the Kalibrate Shares to which the Offer relates and the Offer becomes or is declared unconditional in all respects, Hanover Bidco will exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act to acquire compulsorily the remaining Kalibrate Shares.

If the Offer becomes or is declared unconditional in all respects and Hanover Bidco has acquired or agreed to acquire Kalibrate Shares which, together with any Kalibrate Shares already owned by the Hanover Bidco Group, represent 75 per cent. or more of the voting rights attaching to the Kalibrate Shares then Hanover Bidco may decide to procure the making of an application by Kalibrate to the London Stock Exchange for the cancellation of the admission to trading of Kalibrate Shares on AIM and to re-register Kalibrate as a private company as soon as it is appropriate to do so under the provisions of the Companies Act.

It is anticipated that any cancellation of admission to trading on AIM would take effect no earlier than twenty Business Days after Hanover Bidco has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Kalibrate Shares. Cancellation of admission to trading on AIM would significantly reduce the liquidity and marketability of all Kalibrate Shares not assented to the Offer at that time.

13.       Offer-related arrangement

Hanover Investors and Kalibrate entered into a mutual non-disclosure agreement on 20 February 2017 (as supplemented on 9 June 2017), pursuant to which Hanover Investors and Kalibrate have undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than permitted recipients) unless required by applicable law or regulation (the "Confidentiality Agreement"). These confidentiality obligations will remain in force until the earlier of (a) the completion of a business transaction between Hanover Investors and Kalibrate; and (b) a period of 2 years from the date of the Confidentiality Agreement.

14.       Financing of the Offer

The Cash Consideration due under the Offer will be funded by a combination of (i) cash from the equity subscription of Hanover Bidco Ordinary Shares by the Hanover Fund; and (ii) loan note subscriptions pursuant to the Hanover Bidco Loan Note Instrument from the Hanover Fund to Hanover Bidco.

Pursuant to the Subscription Agreement, the General Partner has agreed, on behalf of the Hanover Fund, that it will subscribe for a sufficient number of Hanover Bidco Ordinary Shares at a price of £1 per Hanover Bidco Ordinary Share so as to provide Hanover Bidco with the amount required to satisfy the aggregate Cash Consideration payable in accordance with the Offer, less any amount funded by the loan note subscriptions. The obligation to subscribe for Hanover Bidco Ordinary Shares is conditional upon the Offer becoming Effective.

Liberum is satisfied that Hanover Bidco has the necessary financial resources available to satisfy in full the Cash Consideration payable under the Offer.

15.       Disclosure of interests in Kalibrate Shares

Save for the irrevocable undertakings referred to in section 8 above, as at close of business on 12 June 2017, being the last practicable Business Day prior to this announcement, neither Hanover Bidco, Hanover Investors, the Hanover Fund, nor any of the directors or members (as applicable) of Hanover Bidco, Hanover Investors or the Hanover Fund nor, so far as Hanover Bidco, Hanover Investors, the Hanover Fund and the directors of Hanover Bidco, Hanover Investors and the Hanover Fund are aware, any person acting, or deemed to be acting, in concert with Hanover Bidco for the purpose of the Offer has:

(i)         any interest, or right to subscribe for, any relevant securities of Kalibrate;

(ii)        any short positions in respect of any securities of Kalibrate (whether conditional or absolute and whether in the money or otherwise), 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 of, relevant securities of Kalibrate;

(iii)        borrowed or lent any relevant Kalibrate securities (save for any borrowed relevant securities which have either been on-lent or sold);

(iv)        procured an irrevocable commitment or letter of intent to accept the Offer or vote in favour of a scheme of arrangement in respect of any relevant Kalibrate securities; or

(v)         any arrangement in relation to any relevant Kalibrate securities.

16.       Expected timetable

The Offer Document will be sent to Kalibrate Shareholders (other than those in a Restricted Jurisdiction) as soon as practicable and in any event within 28 days of this announcement.

17.       Documents available on website

Copies of the following documents will be available at www.hanoverinvestors.com until the end of the Offer:

·        the irrevocable undertakings listed in Appendix III to this announcement;

·        the Subscription Agreement referred to in section 14 above;

·        the Hanover Bidco Loan Note Instrument referred to in section 14 above;

·        the Confidentiality Agreement referred to in section 13 above; and

·        this announcement.

18.       Market quotations

The following table shows the closing middle market price of Kalibrate Shares on the following dates, unless otherwise indicated:

·        the first Business Day of each of the six months immediately before the date of this announcement; and

·        12 June 2017, being the last Business Day before this announcement.

 

Date

Price per Kalibrate Share (pence)

3 January 2017

70.5

1 February 2017

56.5

1 March 2017

61.0

3 April 2017

57.0

2 May 2017

56.5

1 June 2017

57.0

12 June 2017

57.0

 

19.       General

This announcement does not constitute an offer or an invitation to purchase any securities.

The Offer will be made subject to the Conditions and on the terms contained in Appendix I to this announcement and on the further terms and Conditions to be set out in the Offer Document. The Offer will be governed by English law and subject to the applicable rules and regulations of the London Stock Exchange, the Panel and the FCA.

The person responsible for arranging release of this announcement on behalf of Hanover Bidco is Fred Lundqvist, Partner at Hanover Investors.

 

The Conditions and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II contains bases and sources of certain information contained within this announcement. Appendix III contains details of the irrevocable undertakings given to Hanover Bidco. Appendix IV contains the definitions of certain terms used in this announcement.

 

Enquiries:

Hanover Investors Management LLP

Matthew Peacock                                               Tel: +44 (0) 20 7766 8400

Tom Russell

Fred Lundqvist

 

Liberum Capital Limited (Financial adviser to Hanover Bidco)

Neil Patel                                                           Tel: +44 (0) 20 3100 2222

Richard Bootle

Dominik Gotzenberger

 

Kalibrate Technologies plc

Bob Stein                                                           Tel: +44 (0) 161 228 0040

Gregg Budoi

 

N+1 Singer (Financial adviser, nominated adviser and broker to Kalibrate Technologies plc)

Shaun Dobson                                                    Tel: +44 (0) 20 7496 3000

Alex Price

James Hopton

 

FTI Consulting (PR adviser to Kalibrate Technologies plc)

Matt Dixon                                                          Tel: +44 (0) 20 3727 1000

Chris Lane

Emma Appleton

Elena Kalinskaya

 

Further information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Kalibrate in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or equivalent document.

Any acceptance or other response to the Offer should only be made on the basis of the information contained in the Offer Document (which will contain the full terms and conditions of the Offer) and the Form of Acceptance. Kalibrate Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

Please be aware that addresses, electronic addresses and certain other information provided by Kalibrate Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Kalibrate may be provided to Hanover Bidco during the offer period as required under Section 4 of Appendix 4 of the Code.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Hanover Bidco and no-one else in connection with the Offer and will not be responsible to anyone other than Hanover Bidco for providing the protections afforded to clients of Liberum, nor for providing advice in relation to the Offer or any matters referred to in this announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Kalibrate and no-one else in connection with the Offer and will not be responsible to anyone other than Kalibrate for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the Offer or any matters referred to in this announcement.

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. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Kalibrate 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.

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 jurisdictions outside the United Kingdom.

US shareholders

The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to the applicable provisions of Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934 (the "Exchange Act"), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement. It may be difficult for US holders of Kalibrate Shares to enforce their rights under any claim arising out of the US federal securities laws, since Hanover Bidco and Kalibrate are located outside of the United States, and some of their officers and directors may be resident outside of the United States.

The receipt of cash pursuant to the Offer by a US holder of Kalibrate Shares 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 US shareholder of Kalibrate is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Hanover Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Kalibrate Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK laws and regulations, including the Code, the AIM Rules, and Rule 14e-5 under the Exchange Act to the extent applicable. Any information about any such purchases will be disclosed in accordance with applicable UK laws and regulations, on the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.

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 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 following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 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.

Forward-looking statements

This announcement contains certain forward-looking statements, including statements regarding Hanover Bidco's and Kalibrate's plans, objectives and expected performance. Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others, the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the fuel and convenience retail industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this announcement.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Kalibrate confirms that, as at the date of this announcement, it has 33,881,474 ordinary shares of 0.2 pence each in issue and admitted to trading on AIM under the ISIN reference GB00BFZCRC66.

Publication of this announcement and availability of hard copies

A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on www.hanoverinvestors.com and www.Kalibrate.com by no later than 12 noon on the Business Day following the date of this announcement.

The contents of Hanover Investors' website and Kalibrate's website are not incorporated into and do not form part of this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Gregg Budoi of Kalibrate at 7th floor, St James's Buildings, 79 Oxford Street, Manchester M1 6SS or on +44 (0) 161 228 0040, with an address to which the hard copy may be sent. In accordance with Rule 30.3 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 Offer should be in hard copy form.

 

Appendix I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

The Offer, which will be made by Hanover Bidco, will comply with the Code.  The Offer and any dispute or claim arising out of, or in connection with, it (whether contractual or non-contractual in nature) will be governed by, and construed in accordance with, English law and be subject to the jurisdiction of the courts of England.  The Offer will be made on the terms and conditions set out in the Offer Document.

1.         CONDITIONS OF THE OFFER

The Offer will be subject to the following conditions:

(a)          valid acceptances being received (and not, where permitted, withdrawn) by 3.00 p.m. on the first closing date of the Offer (or such later time(s) and date(s) as Hanover Bidco may, subject to the rules of the Code, decide) in respect of such number of Kalibrate Shares to which the Offer relates which, together with all other Kalibrate Shares which Hanover Bidco has acquired or agreed to acquire (whether pursuant to the Offer or otherwise), carry in aggregate more than 50 per cent. of the voting rights then exercisable at general meetings of Kalibrate including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Kalibrate Shares that may be unconditionally allotted or issued, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise, before the Offer becomes or is declared unconditional as to acceptances.  For the purposes of this condition:

(i)         the expression "Kalibrate Shares to which the Offer relates" shall be construed in accordance with sections 974-991 of the Companies Act;

(ii)         the expression "shares that may be unconditionally allotted or issued" shall include any Treasury Shares which are unconditionally transferred or sold by Kalibrate;

(iii)        shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry on being entered into the register of members of Kalibrate; and

(iv)        valid acceptances shall be deemed to have been received in respect of Kalibrate Shares which are treated for the purposes of section 979(8) of the Companies Act as having been acquired or contracted to be acquired by Hanover Bidco by virtue of acceptances of the Offer;

(b)           insofar as the proposed acquisition of Kalibrate by Hanover Bidco constitutes a relevant merger situation for the purpose of the Enterprise Act 2002, the CMA issuing a decision in terms satisfactory to Hanover Bidco that it is not the CMA's intention to make a Phase 2 CMA Reference, such decision being either unconditional or conditional on the CMA's acceptance of undertakings in lieu under Section 73 Enterprise Act 2002 which are satisfactory to Hanover Bidco (or the applicable time period for the CMA to issue either decision having expired without it having done so and without it having made a Phase 2 CMA Reference);

(c)          no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, association, institution, environmental body, Merger Control Authority or any other person or body in any jurisdiction (each a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, order or decision or taken any other steps and there not continuing to be outstanding any statute, regulation, order or decision, which would or might reasonably be expected to (in any case which is material in the context of the Offer as a whole):

(i)         make the Offer or the acquisition of any Kalibrate Shares, or control of Kalibrate by Hanover Bidco void, illegal or unenforceable or otherwise restrict, restrain, prohibit, delay or interfere with the implementation thereof, or impose additional conditions or obligations with respect thereto, or require amendment thereof or otherwise challenge or interfere therewith;

(ii)        require or prevent the divestiture by any member of the Kalibrate Group or any company of which 20 per cent. or more of the voting capital is held by any member of the Kalibrate Group or any partnership, joint venture, firm or company in which any member of the Kalibrate Group may be interested (the "wider Kalibrate Group") or by any member of the Hanover Bidco Group or any company of which 20 per cent. or more of the voting capital is held by the Hanover Bidco Group or any partnership, joint venture, firm or company in which any member of the Hanover Bidco Group may be interested (the "wider Hanover Bidco Group") of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses or own any of their assets or property;

(iii)       impose any limitation on or result in a delay in the ability of any member of the wider Kalibrate Group or the wider Hanover Bidco Group to acquire or to hold or to exercise effectively any rights of ownership of shares or loans or securities convertible into shares in any member of the wider Kalibrate Group or of the wider Hanover Bidco Group held or owned by it or to exercise management control over any member of the wider Kalibrate Group or of the wider Hanover Bidco Group to an extent which is material in the context of the wider Kalibrate Group taken as a whole or, as the case may be, the Hanover Bidco Group taken as a whole;

(iv)        other than pursuant to the implementation of the Offer, require any member of the wider Hanover Bidco Group or the wider Kalibrate Group to acquire or offer to acquire any shares or other securities in any member of the wider Kalibrate Group; or

(v)        otherwise materially and adversely affect the assets, business, profits or prospects of any member of the wider Hanover Bidco Group or of any member of the wider Kalibrate Group,

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(d)          all material notifications and filings which are necessary having been made, all applicable waiting periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, in each case in respect of the Offer and the acquisition of any Kalibrate Shares, or of control of Kalibrate, by Hanover Bidco, and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals ("Authorisations") necessary or appropriate in any jurisdiction for, or in respect of, the Offer and the proposed acquisition of any Kalibrate Shares, or of control of Kalibrate, by Hanover Bidco and to carry on the business of any member of the wider Hanover Bidco Group or of the wider Kalibrate Group having been obtained, in terms and in a form reasonably satisfactory to Hanover Bidco, from all appropriate Relevant Authorities and from any persons or bodies with whom any member of the wider Hanover Bidco Group or the wider Kalibrate Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect at the time at which the Offer becomes unconditional in all respects and Hanover Bidco having no knowledge of an intention or proposal to revoke, suspend or modify or not to renew any of the same and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(e)          except as Disclosed, there being no provision of any arrangement, agreement, licence, permit or other instrument to which any member of the wider Kalibrate Group is a party or by or to which any such member or any of their assets is or may be bound, entitled or be subject to and which, in consequence of the Offer or the acquisition or proposed acquisition of any Kalibrate Shares, or control of Kalibrate, by Hanover Bidco or otherwise, would or might reasonably be expected to, result in (in any case which is material in the context of the wider Kalibrate Group, taken as a whole):

(i)         any monies borrowed by, or other indebtedness actual or contingent of, any such member of the wider Kalibrate Group being or becoming repayable or being capable of being declared immediately or prior to its or their stated maturity or the ability of any such member to borrow monies or incur any indebtedness being inhibited or becoming capable of being withdrawn;

(ii)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security (whenever arising or having arisen) being enforced or becoming enforceable;

(iii)        any such arrangement, agreement, licence or instrument being terminated or adversely modified or any action being taken of an adverse nature or any obligation or liability arising thereunder;

(iv)        any assets of any such member being disposed of or charged, or right arising under which any such asset could be required to be disposed of or charged, other than in the ordinary course of business;

(v)         the interest or business of any such member of the wider Kalibrate Group in or with any firm or body or person, or any agreements or arrangements relating to such interest or business, being terminated or adversely modified or affected;

(vi)        any such member ceasing to be able to carry on business under any name under which it presently does so;

(vii)       the creation of liabilities (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business; or

(viii)      the financial or trading position of any such member being prejudiced or adversely affected,

and no event having occurred which, under any provision of any arrangement, agreement, licence or other instrument to which any member of the wider Kalibrate Group is a party, or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in paragraphs (i) to (viii) of this condition (e);

(f)            except as Disclosed, no member of the wider Kalibrate Group having, since 30 June 2016:

(i)         issued, agreed to issue or proposed the issue of additional shares or securities of any class, or securities convertible into, or exchangeable for or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save as between Kalibrate and wholly-owned subsidiaries of Kalibrate and save for options granted, and for any Kalibrate Shares allotted upon exercise of options granted under the Kalibrate Share Schemes before the date hereof), or redeemed, purchased or reduced any part of its share capital;

(ii)        sold or transferred or agreed to sell or transfer any Treasury Shares;

(iii)        recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution other than to Kalibrate or a wholly-owned subsidiary of Kalibrate;

(iv)        other than pursuant to the Offer (and save as between Kalibrate and wholly-owned subsidiaries of Kalibrate) agreed, authorised, proposed or announced its intention to propose any merger or demerger or acquisition or disposal of assets or shares (other than in the ordinary course of business) or to any material change in its share or loan capital in any such case, to an extent which is material in the context of the wider Kalibrate Group, taken as a whole;

(v)         (save as between Kalibrate and wholly-owned subsidiaries of Kalibrate) issued, authorised or proposed the issue of any debentures or, except in the ordinary course of business, incurred any indebtedness or contingent liability which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

(vi)        (save as between Kalibrate and wholly-owned subsidiaries of Kalibrate) acquired or disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset (other than in the ordinary course of trading) which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

(vii)       entered into or varied or announced its intention to enter into or vary any contract, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term or unusual nature or involves or could involve an obligation of an unusual nature or magnitude which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

(viii)      entered into or proposed or announced its intention to enter into any reconstruction, amalgamation, transaction or arrangement (otherwise than in the ordinary course of business);

(ix)       taken any action nor having had any steps taken or legal proceedings started or threatened against it for its winding-up or dissolution or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrator, trustee or similar officer of it or any of its assets (or any analogous proceedings or appointment in any overseas jurisdiction) which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

(x)        been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

(xi)       entered into or varied or made any offer to enter into or vary the terms of any service agreement or arrangement with any of the directors of Kalibrate;

(xii)       waived, compromised or settled any claim which is material in the context of the wider Kalibrate Group; or

(xiii)      entered into or made an offer (which remains open for acceptance) to enter into any agreement, arrangement or commitment or passed any resolution with respect to any of the transactions or events referred to in this paragraph (f);

(g)           since 30 June 2016, except as Disclosed:

(i)         there having been no adverse change in the business, assets, financial or trading position or profits or prospects of any member of the wider Kalibrate Group which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted, announced or threatened by or against or remain outstanding against any member of the wider Kalibrate Group and no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the wider Kalibrate Group having been threatened, announced or instituted or remaining outstanding which in any case would have a material adverse effect on the wider Kalibrate Group, taken as a whole; and

(iii)        no contingent or other liability having arisen or been incurred other than in the ordinary course of business which might reasonably be expected to adversely affect any member of the Kalibrate Group to an extent which is material in the context of the wider Kalibrate Group, taken as a whole;

(h)           Hanover Bidco not having discovered that, save as Disclosed:

(i)         the financial, business or other information concerning the wider Kalibrate Group which has been disclosed at any time by or on behalf of any member of the wider Kalibrate Group whether publicly (by the delivery of an announcement to a Regulatory Information Service) or to Hanover Bidco or its professional advisers, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

(ii)        any member of the wider Kalibrate Group is subject to any liability, contingent or otherwise and which has arisen other than in the ordinary course of business, which is not disclosed in the annual report and accounts of Kalibrate for the financial year ended 30 June 2016 or in the interim accounts for the six month period to 31 December 2016 and which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

(iii)        any past or present member of the wider Kalibrate Group has not complied in any respect with all applicable legislation or regulations of any jurisdiction or any notice or requirement of any Relevant Authority with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health which non-compliance would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider Kalibrate Group which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

(iv)        there has been a disposal, spillage, emission, discharge or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health on, or from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the wider Kalibrate Group, or in which any such member may now or previously have had an interest, which would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider Kalibrate Group which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

(v)         there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the wider Kalibrate Group or in which any such member may now or previously have had an interest under any environmental legislation or regulation or notice, circular or order of any Relevant Authority in any jurisdiction which in any case is material in the context of the wider Kalibrate Group, taken as a whole; or

(vi)        circumstances exist whereby a person or class of persons would be reasonably likely to have any claim or claims in respect of any product or process of manufacture, or materials used therein, now or previously manufactured, sold or carried out by any past or present member of the wider Kalibrate Group which claim or claims would be likely to affect adversely any member of the wider Kalibrate Group which in any case is material in the context of the wider Kalibrate Group, taken as a whole;

Hanover Bidco reserves the right to waive, in whole or in part, all or any of conditions (b) to (h) inclusive.  Hanover Bidco also reserves the right, subject to the consent of the Panel, to extend the time allowed under the Code for satisfaction of condition (a) until such time as conditions (b) to (h) have been satisfied, fulfilled or, to the extent permitted, waived.  If Hanover Bidco is required by the Panel to make an offer for Kalibrate Shares under the provisions of Rule 9 of the Code, Hanover Bidco may make such alterations to the above conditions as are necessary to comply with the provisions of that Rule.

Hanover Bidco reserves the right, with the consent of Kalibrate and the Panel to elect to implement the acquisition of the Kalibrate Shares by way of a Scheme of Arrangement under Part 26 of the Companies Act.  In such event, the Scheme of Arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer.  In particular, condition (a) will not apply and the Scheme of Arrangement will become effective and binding following:

(i)         approval at the Court Meeting (or any adjournment thereof) by a majority in number of the Kalibrate Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Kalibrate Shares held by such holders;

(ii)         the resolutions required to approve and implement the Scheme of Arrangement and to be set out in the notice of General Meeting of the holders of the Kalibrate Shares being passed by the requisite majority at such General Meeting; and

(iii)        the sanction of the Scheme of Arrangement and an office copy of the order of the Court sanctioning the Scheme of Arrangement being delivered for registration to the Registrar of Companies in England and Wales.

The Offer will lapse unless the conditions set out above (other than condition (a) to the Offer) are fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Hanover Bidco in its reasonable opinion to be or to remain satisfied by no later than 21 days after the later of the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, or such later date as Hanover Bidco may, with the consent of the Panel, decide.  Hanover Bidco shall be under no obligation to waive or treat as satisfied any of conditions (b) to (h) inclusive by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment or satisfaction.

The Offer will lapse if the CMA makes a Phase 2 CMA Reference in respect of the Offer before 3.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.  If the Offer so lapses the Offer will cease to be capable of further acceptance and accepting Kalibrate Shareholders and Hanover Bidco will cease to be bound by acceptances received before the time when the Offer lapses.

2.         FURTHER TERMS OF THE OFFER

(a)           The Offer will extend to all Kalibrate Shares unconditionally allotted or issued on the date on which the Offer is made, and any further Kalibrate Shares unconditionally allotted or issued, and any Treasury Shares unconditionally sold or transferred by Kalibrate, in each case, while the Offer remains open for acceptance (or such earlier date or dates as Hanover Bidco may decide).

(b)           The Kalibrate Shares will be acquired under the Offer fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Offer becomes or is declared unconditional in all respects.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Kalibrate in respect of a Kalibrate Share on or after the date of this announcement and prior to the Offer becoming or being declared unconditional in all respects Hanover Bidco will have the right to reduce the value of the consideration payable for each Kalibrate Share by up to the amount per Kalibrate Share of such dividend, distribution or return of value except where the Kalibrate Share is or will be acquired pursuant to the Offer on a basis which entitles Hanover Bidco to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after the date of this announcement and Hanover Bidco exercises its rights described above, any reference in this announcement to the consideration payable under the Offer shall be deemed to be a reference to the consideration as so reduced. Any exercise by Hanover Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Offer.

(c)           Under Rule 13.5 of the Code, Hanover Bidco may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Hanover Bidco in the context of the Offer. The conditions contained in paragraphs 1(a) and (b) are not subject to this provision of the Code.



 

Appendix II

bases and sources of information

Save as otherwise set out in this announcement, the following constitute the bases and sources of information referred to in this announcement:

1.       Financial information relating to Kalibrate has been extracted from its Annual Report and the interim report for the six month period ended 31 December 2016.

2.       All information relating to Hanover Investors, the Hanover Fund and Hanover Bidco has been provided by persons authorised by the Hanover Bidco Board.

3.       References to the value of the Offer of the whole of the issued and to be issued share capital of Kalibrate assume the number of Kalibrate Shares currently in issue to be 33,881,474.

4.       References to the availability to Hanover Bidco of the necessary resources to implement the Offer also assume that there are currently "in the money" options outstanding in respect of 3,299,569 unissued Kalibrate Shares.



 

 

Appendix III

details of irrevocable undertakings

1.         Irrevocable undertakings from the Kalibrate Directors

Each of the Kalibrate Directors who hold Kalibrate Shares has irrevocably undertaken that he shall (and in relation to any beneficial holdings of Kalibrate Shares that are registered in the name of a third party, that he shall procure that such third party shall):

(a)      accept the Offer in accordance with the terms of the Offer Document in respect of their current holding of Kalibrate Shares;

(b)      accept or procure the acceptance of the Offer in respect of any Kalibrate Shares acquired      by him through the exercise of options;

(c)      not sell or transfer (other than pursuant to the Offer) or otherwise dispose of or charge all or    any of his Kalibrate Shares, nor enter into any agreement to do so; and

(d)      not accept or undertake to accept any other offer in respect of the Kalibrate Shares held        by him or acquired through the exercise of options, or enter into any agreement to do so.

Details of the irrevocable undertakings received from the Kalibrate Directors are as follows:

 

Name of director

Number of shares

% of issued share capital

Philip James Lawler

63,532

0.19

Neville Davis

25,000

0.07

The irrevocable undertakings from the Kalibrate Directors will lapse if the Offer Document is not posted within 28 days of the date of this announcement or if the Offer lapses or is withdrawn. The irrevocable undertakings from the Kalibrate Directors will otherwise remain binding in all circumstances.

Robert Burton Stein Jr. has also granted an irrevocable undertaking to Hanover Bidco on substantially the same terms as above in relation to any Kalibrate Shares which he may acquire at a future date as a result of the exercise of existing options he holds under the Kalibrate Share Schemes.  As at the date of this announcement, Robert Burton Stein Jr. has "in the money" options outstanding in respect of 2,309,044 unissued Kalibrate Shares.

 

2.         Irrevocable undertakings from certain Kalibrate Shareholders

Each of the Kalibrate Shareholders listed below has given an irrevocable undertaking that they shall (and in relation to any beneficial holdings of Kalibrate Shares that are registered in the name of a third party, that they shall procure that such third party shall):

(a)      accept the Offer in accordance with the terms of the Offer Document in respect of their current holding of Kalibrate Shares or the Kalibrate Shares which they control;

(b)      not sell or transfer (other than pursuant to the Offer) or otherwise dispose of or charge any of the Kalibrate Shares held by them or which they control, nor enter into any agreement to do so; and

(c)      not accept or undertake to accept any other offer in respect of the Kalibrate Shares   held by them or which they control, nor enter into any agreement to do so.

 

Name of Kalibrate Shareholder

Number of shares

% of issued share capital

Date of irrevocable undertaking

Eurovestech plc ("Eurovestech")

1,701,809

5.02

30 May 2017

Invesco Asset Management Limited ("Invesco") (in respect of the Invesco Perpetual High Income Fund and the Invesco Perpetual UK Equity Pension Fund)

6,520,139

19.24

31 May 2017

Invesco (in respect of the Invesco Perpetual Income Fund)

5,252,012

15.50

13 June 2017

 

The above irrevocable undertakings will cease to be binding only if: (i) the Offer Document is not posted within 28 days of the date of this announcement (or such later date as is agreed between the Panel and Hanover Bidco); (ii) the Offer lapses or is withdrawn; (iii) if applicable, the Scheme of Arrangement does not become unconditional in all respects or effective by 31 December 2017.  In addition, the irrevocable undertakings will lapse if a third party announces a firm intention to bid for Kalibrate in accordance with Rule 2.7 of the Code at a price that is 135 pence or higher and Hanover Bidco does not match such higher offer within 5 business days of such third party offer being announced.

The above irrevocable undertakings will otherwise remain binding in all circumstances.

In the event that:

(a)      Invesco revokes its acceptance of the Offer due to a third party announcing a firm intention to bid for Kalibrate in accordance with Rule 2.7 of the Code at a price that is 135 pence or higher;

(b)      Invesco fails to accept or procure acceptance of the Offer in respect of all of the Kalibrate Shares subject to the irrevocable undertakings given by Invesco to Hanover Bidco in accordance with the procedure for acceptance of the Offer due to a third party announcing a firm intention to bid for Kalibrate in accordance with Rule 2.7 of the Code at a price that is 135 pence or higher;

(c)      Eurovestech revokes its acceptance of the Offer due to a third party announcing a firm intention to bid for Kalibrate in accordance with Rule 2.7 of the Code at a price that is 135 pence or higher; or

(d)      Eurovestech fails to accept or procure acceptance of the Offer in respect of all of the Kalibrate Shares subject to its irrevocable undertaking in accordance with the procedure for acceptance of the Offer due to a third party announcing a firm intention to bid for Kalibrate in accordance with Rule 2.7 of the Code at a price that is 135 pence or higher,

Eurovestech will pay Hanover Bidco a sum of £126,000 (plus VAT if any) to compensate Hanover Bidco for its abortive costs (as long as the payment of such fee is not determined by the Panel to be prohibited by the Code) (the "Break Fee").  The Break Fee will not, however, be payable in the event that the Offer is declared wholly unconditional in all respects.

 





 

 

Appendix IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 

"AIM"

AIM, a market operated by the London Stock Exchange

"Annual Report"

the annual report and audited consolidated accounts of Kalibrate for year ended 30 June 2016

"Business Day"

a day (other than a Saturday or Sunday) on which banks are open for general business in London

"Cash Consideration"

the cash consideration due to Kalibrate Shareholders under the terms of the Offer

"CMA"

the UK Competition and Markets Authority

"Code"

the City Code on Takeovers and Mergers

"Companies Act"

the Companies Act 2006

"Conditions"

the conditions to the implementation of the Offer which are set out in Appendix I to this announcement and to be set out in the Offer Document

"Confidentiality Agreement"

the mutual non-disclosure agreement between Hanover Investors and Kalibrate entered into on 20 February 2017 (as supplemented on 9 June 2017), pursuant to which Hanover Investors and Kalibrate have undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than permitted recipients) unless required by applicable law or regulation

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Ltd is the operator

"Dealing Disclosure"

an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer

"Disclosed"

(i) publicly announced via a Regulatory Information Service by or on behalf of Kalibrate prior to 12 June 2017, (ii) disclosed in the Annual Report, (iii) disclosed in the interim report of Kalibrate for the six months ended 31 December 2016, or (iv) as fully and fairly disclosed in writing by or on behalf of Kalibrate to Hanover Bidco or its professional advisers prior to the date of this announcement

"Effective"

the Offer having become or having been declared wholly unconditional in accordance with its terms

"FCA"

the Financial Conduct Authority

"General Partner"

Hanover AEF General Partner LP

"Hanover Bidco"

Canterbury Acquisition Limited, a private limited company incorporated in England and Wales with registration number 10734592 and having its registered office at 32 Wigmore Street, London, United Kingdom, W1U 2RP

"Hanover Bidco Board"

Matthew Peacock, Tom Russell and Fredrik Lundqvist

"Hanover Bidco Group"

Hanover Bidco, its parent undertakings and such parent undertakings' subsidiary undertakings

"Hanover Bidco Loan Note Instrument"

the loan note instrument, dated 13 June 2017, constituting unsecured loan notes and an unlimited amount of PIK (Payment In Kind) notes

"Hanover Bidco Ordinary Shares"

the ordinary shares of £1 each in Hanover Bidco held by the Hanover Fund

"Hanover Fund"

Hanover Active Equity Fund LP

"Hanover Investors"

Hanover Investors Management LLP

"Kalibrate" or the "Company"

Kalibrate Technologies plc, a public limited company incorporated in England and Wales with registration number 02800886 and having its registered office at St James's Buildings, 79 Oxford Street, Manchester, M1 6SS

"Kalibrate Board"

the board of directors of Kalibrate

"Kalibrate Directors"

the directors of Kalibrate

"Kalibrate Group"

Kalibrate and its subsidiary undertakings

"Kalibrate Shareholders"

holders of Kalibrate Shares

"Kalibrate Shares"

ordinary shares of 0.2 pence each in the capital of Kalibrate

"Kalibrate Share Schemes"

the Kalibrate 2007 Unapproved Share Option Plan and the Kalibrate 2013 Enterprise Management Incentive Plan

"Liberum"

Liberum Capital Limited

"London Stock Exchange"

London Stock Exchange plc

"Manager"

Hanover Investors Management (Cayman) Limited

"Merger Control Authority"

any national, supra-national or regional, government or governmental, quasi-governmental, statutory, regulatory or investigative body or court, in any jurisdiction, responsible for the review and/or approval of mergers, acquisitions, concentrations, joint ventures, or any other similar matter

"N+1 Singer"

Nplus1 Singer Advisory LLP

"Offer"

the recommended cash offer to be made by Hanover Bidco to acquire all of the Kalibrate Shares on the terms and subject to the conditions to be set out in a formal offer document and the form of acceptance relating thereto, and where the context so requires, any subsequent revision, variation, extension or renewal of such offer

"Offer Document"

the document to be sent to Kalibrate Shareholders on behalf of Hanover Bidco containing the terms and conditions of the Offer

"Opening Position Disclosure"

an announcement pursuant to Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer

"Panel" or "Takeover Panel"

the Panel on Takeovers and Mergers

"Phase 2 CMA Reference"

a reference pursuant to Section 22 or 33 of the Enterprise Act 2002 of the Offer to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013

"Regulatory Information Service"

a primary information provider which has been approved by the FCA to disseminate regulated information

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Kalibrate Shareholders in that jurisdiction

"Subscription Agreement"

the agreement dated 13 June 2017 and made between (i) the General Partner on behalf of the Hanover Fund and (ii) Hanover Bidco

"subsidiary" and "subsidiary undertaking"

have the meanings given to them in the Companies Act

"Treasury Shares"

shares held as treasury shares as defined in section 724(5) of the Companies Act

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"US" or "United States"

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction

"$" or "Dollar"

U.S. dollars, the lawful currency for the time being of the United States

"£" or "Sterling"

pounds sterling, the lawful currency for the time being of the UK and references to "pence" and "p" shall be construed accordingly

 


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