Source - RNS
RNS Number : 0894L
M&G Investment Management Ltd
16 April 2018
 

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

16 April 2018

INFRACAPITAL (GC) SLP LP'S CASH OFFER FOR GIGACLEAR PLC IS DECLARED UNCONDITIONAL IN ALL RESPECTS

Capitalised terms when used in this announcement bear the same meaning as they are given in the Offer Document.

Background information with respect to the Offer

On 9 March 2018, M&G Investment Management Limited ("MAGIM") on behalf of Infracapital (GC) SLP LP ("Infracapital (GC)") announced Infracapital GC's firm intention to make an offer to acquire the entire issued and to be issued share capital of Gigaclear plc ("Gigaclear") other than Gigaclear Shares held by members of the Infracapital Group (the "Offer"). The formal Offer and the procedures for its acceptance were set out in a document (the "Offer Document") posted to Gigaclear Shareholders on 23 March 2018.

The Offer was expressed to be conditional upon valid acceptances of the Offer having been received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on 16 April 2018 (or such later times and/or dates as Infracapital (GC) may, subject to the rules of the City Code or with the consent of the Panel, decide) in respect of such number of Gigaclear Shares to which the Offer relates as, when aggregated with Gigaclear Shares held by, or otherwise acquired or agreed to be acquired by, Infracapital (GC) and members of the Infracapital Group, represent more than (i) 50 per cent. of the Gigaclear Shares in issue; and (ii) Gigaclear Shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Gigaclear (assuming, for this purpose, that each A Ordinary Share carries one vote).

Acceptance condition satisfied

As at 1.00 p.m. on 13 April 2018, Infracapital (GC) had received valid acceptances of the Offer in respect of 23,552,248 Gigaclear Shares representing (i) approximately 34.86 per cent. of the Gigaclear Shares in issue and (ii) Gigaclear Shares carrying approximately 34.86 per cent. of the voting rights normally exercisable at a general meeting of Gigaclear (assuming, for this purpose, that each A Ordinary Share carries one vote). These Gigaclear Shares, when aggregated with the Gigaclear Shares held by Infracapital (GC) represent (i) approximately 78.07 per cent. of the Gigaclear Shares in issue and (ii) Gigaclear Shares carrying approximately 78.07 per cent. of the voting rights normally exercisable at a general meeting of Gigaclear (assuming, for this purpose, that each A Ordinary Share carries one vote).  All of these Gigaclear Shares count towards satisfaction of the acceptance condition set out in Part A of Appendix I of the Offer Document.

Further information on the levels of acceptance is set out below.

 

 

Secondary Sale Provisions disapplied

The necessary written consents to the disapplication of the Secondary Sale Provisions under Gigaclear's Articles of Association with respect to acceptances of the Offer have been received by Gigaclear from the relevant Gigaclear Shareholders. In addition, a special resolution to disapply the Secondary Sale Provisions with respect to acceptances of the Offer was approved by Gigaclear Shareholders at a general meeting of Gigaclear held on 13 April 2018. This means that all acceptances of the Offer are no longer conditional upon the Gigaclear Shares which are the subject of those acceptances having first been offered for sale under the Secondary Sale Provisions.

Offer unconditional in all respects

Accordingly MAGIM on behalf of Infracapital (GC) is pleased to announce that the acceptance condition set out in Part A of Appendix I of the Offer Document has been satisfied, that the Offer has become unconditional as to acceptances and that the Offer has also become unconditional in all respects.

Extension of the Offer and action to be taken

MAGIM on behalf of Infracapital (GC) announces that the Offer is being extended and will remain open for acceptance until the next closing date, which will be 1.00 p.m. on 4 May 2018.

Should there be any further extension of the Offer, this will be publicly announced by 8.00 a.m. on the business day following the day on which the Offer is due to expire, or such later time or date as the Panel may agree.

Settlement of consideration

Settlement of the consideration due under the Offer will be effected as follows:

·     in the case of acceptances which had already been received or received on 13 April 2018 and are valid and complete in all respects, by no later than 27 April 2018 (being 14 days after that date); or

·     in the case of acceptances which are valid and complete in all respects and received after 13 April 2018 but while the Offer remains open for acceptance, within 14 days of such receipt,

in each case in the manner described in the Offer Document.

Andy Matthews, Director of Infracapital, said:

"I am delighted at the strong response to our offer, which brings our aggregate position to 78%, well above the required level of 50%. We would encourage those investors still wishing to take advantage of this liquidity opportunity to do so before the offer expires, the last date for receipt of acceptances, unless the offer is extended, being 4th May.

"Infracapital has been a supporter of Gigaclear and its management team since its initial investment in 2015, playing a significant role in the growth of the business, and we are very excited about the opportunities ahead. We look forward to continuing to work with the team and the other shareholders to help Gigaclear deliver its vision of bringing ultrafast, full fibre connectivity to rural Britain."

 

Further details:

1.         Level of acceptances

As at 1.00 p.m. on 13 April 2018 Infracapital (GC) had received valid acceptances in respect of 23,552,248 Gigaclear Shares representing (i) approximately 34.86 per cent. of the Gigaclear Shares in issue and (ii) Gigaclear Shares carrying approximately 34.86 per cent. of the voting rights normally exercisable at a general meeting of Gigaclear (assuming, for this purpose, that each A Ordinary Share carries one vote). All of these Gigaclear Shares count towards satisfaction of the acceptance condition set out in Part A of Appendix I of the Offer Document.

Of those valid acceptances, acceptances in respect of 17,193,382 A Ordinary Shares representing (i) approximately 25.45 per cent. of the Gigaclear Shares in issue and (ii) Gigaclear Shares carrying approximately 25.45 per cent. of the voting rights normally exercisable at a general meeting of Gigaclear (assuming, for this purpose, that each A Ordinary Share carries one vote) were received from the Woodford Funds.  Woodford previously provided Infracapital (GC) with a letter of intent to procure acceptance of the Offer by the Woodford Funds.

There are no Gigaclear Shares in respect of which Infracapital (GC) received an irrevocable commitment or letter of intent and in respect of which acceptance of the Offer remains outstanding.

None of the acceptances referred to above has been received from persons acting in concert with Infracapital (GC).

2.         Interests in Gigaclear Shares held by Infracapital (GC)

In addition to the acceptances referred to above, as at 13 April 2018 Infracapital (GC) held 29,193,878 Gigaclear Shares (being Ordinary Shares), representing approximately 43.2 per cent. of the Gigaclear Shares in issue and (ii) Gigaclear Shares carrying approximately 43.2 per cent. of the voting rights normally exercisable at a general meeting of Gigaclear (assuming, for this purpose, that each A Ordinary Share carries one vote)

Accordingly, as at 13 April 2018 Infracapital (GC) either owned or had received valid acceptances with respect to 52,746,126 Gigaclear Shares, representing approximately 78.07 per cent. of the existing issued share capital of Gigaclear and approximately 78.07 per cent. of the voting rights normally exercisable at a general meeting of Gigaclear (assuming, for this purpose, that each A Ordinary Share carries one vote).

In addition, Infracapital (GC) is obliged to, and has the right to, subscribe for a further 6,769,230 Gigaclear Shares at a price of £3.25 per share.

Save as disclosed above, as at 13 April 2018:

(a)        neither Infracapital (GC), any member of the Infracapital investment committee named in             paragraph 1 of Appendix 2 of the Offer Document nor any member of the immediate families      of such members of the Infracapital investment committee, their related trusts nor any persons            connected with them, has any interest in or right to subscribe for, or has a short position          (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 or in relation to, relevant securities of Gigaclear;       and

(b)        no person acting in concert with Infracapital (GC) had an interest in or a right to subscribe for,      or has a short position in relation to, any relevant securities of Gigaclear.

 

3.         Issued share capital of Gigaclear

The percentage of Gigaclear Shares referred to in this Announcement in respect of which valid acceptances have been received is based on there being a total of 67,561,914 Gigaclear Shares in issue.

The A Ordinary Shares held by the Woodford Funds only carry 0.5 of a vote each but, once acquired by Infracapital (GC), they will carry one vote each.

Enquiries:

Infracapital

Tel:     +44 (0) 20 7548 2729

Ed Clarke

Andy Matthews

 


Jefferies

(Sole Financial Adviser)

Tel:     +44 (0) 20 7029 8000

Barry O'Brien


Harry Bourne


Tulchan

Tel:     +44 (0) 207 353 4200

Tom Murray


Important notices relating to financial advisers

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker and financial adviser exclusively for Infracapital Greenfield and Infracapital (GC) and no one else in connection with the matters set out in this Announcement. In connection with such matters, Jefferies will not regard any other person as its client, and will not be responsible to anyone other than Infracapital Greenfield and Infracapital (GC) for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this Announcement or any other matter referred to herein. Neither Jefferies nor any of its affiliates, directors, employees, consultants, agents or advisers owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale or transfer of securities of Gigaclear in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by means of the Offer Document, which will contain the full terms and conditions of the Offer, and the Form of Acceptance accompanying the Offer Document. Any acceptance of the Offer or other response in relation to the Acquisition should be made only on the basis of the information contained in the Offer Document.

Information relating to Gigaclear Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Gigaclear Shareholders and other relevant persons in connection with the receipt of communications from Gigaclear may be provided to Infracapital (GC) during the offer period as required under section 4 of Appendix 4 of the Code.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Acquisition or to execute and deliver the Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located.

This Announcement has been prepared for the purpose of complying with English law and the City 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.

Unless otherwise determined by Infracapital (GC), or required by the City Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction including the United States or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of the Acquisition to Gigaclear Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details in relation to Gigaclear Shareholders in overseas jurisdictions are contained in the Offer Document.

Cautionary notice regarding forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Infracapital (GC) may contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the subject matter of such statements, and are subject to risks and uncertainties that could cause the actual outcome to differ materially from those expressed or implied by those statements. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Infracapital, Infracapital (GC), any member of the investment committee of Infracapital, Infracapital Greenfield, M&G Limited, MAGAIM, MAGIM, Jefferies nor their respective affiliates nor the directors, officers, employees or advisers of any such person, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

The forward looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Infracapital, Infracapital (GC), any member of the investment committee of Infracapital, Infracapital Greenfield, M&G Limited, MAGAIM, MAGIM, Jefferies or any of their respective associates or the directors, officers, employees or advisers of any such person, are expressly qualified in their entirety by the cautionary statement above.

Each of Infracapital, Infracapital (GC), the members of the investment committee of Infracapital, Infracapital Greenfield, M&G Limited, MAGAIM, MAGIM, Jefferies, their respective affiliates and the directors, officers, employees and advisers of each such person expressly disclaims any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Rounding

Certain figures included in this Announcement have been subject to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Time

In this Announcement, reference to times are to London times.

Disclosure requirements of the City Code

The Panel has granted Infracapital (GC) and Gigaclear a dispensation from the requirements under the City Code that announcements must be published via a Regulatory Information Service ("RIS"). Infracapital (GC) is instead required to publish all announcements on its website at www.ICPoffer.co.uk and Gigaclear is instead required to publish all announcements on a website which it must notify to Gigaclear Shareholders in due course. No announcements (other than the original Rule 2.7 Announcement) will be sent in hard copy form to the Gigaclear Shareholders. The Panel has also granted a dispensation from the requirements in Note 3 on Rule 8 of the City Code that disclosures made under Rule 8 of the City Code must be made to a RIS. Therefore, any Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the City Code may be made to Gigaclear by email addressed to David Smyth (Chief Financial Officer) at [email protected] and will be published on Gigaclear's website at https://ir.gigaclear.com. A copy must also be sent to the Panel's Market Surveillance Unit by email ([email protected]).

Under Rule 8.3(a) of the City Code, any person who is interested (directly or indirectly) 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 midnight on the day before the deadline for making an Opening Position Disclosure must instead make a dealing disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested (directly or indirectly) 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(s), save to the extent that these details have previously been disclosed under Rule 8 and have not changed. 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 of the City Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and dealing disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. 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.

For the purpose of this section (Disclosure requirements of the City Code) and the following section (Publication of this Announcement on a website and availability of hard copies) of this Announcement, "business day" means a day on which the London Stock Exchange is open for the transaction of business.

Publication of this Announcement on a website and availability of hard copies

A copy of this Announcement and the documents required to be published by Rule 26.3 of the City Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Infracapital (GC)'s Offer website www.ICPoffer.co.uk, later today. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Gigaclear Shareholders may request a hard copy of this Announcement by contacting Jefferies on +44 (0) 20 7029 8000.

The contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are located in the UK or, if you are located outside the UK, from an appropriately authorised independent financial adviser.


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