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

18 JUNE 2021

RECOMMENDED CASH OFFER

for

TELIT COMMUNICATIONS PLC ("TELIT")

by

TRIESTE ACQUISITIONS HOLDING LIMITED ("BIDCO")

to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 25 May 2021, the boards of Bidco and Telit announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Telit other than the Telit Shares held by funds managed by DBAY (the "Acquisition"). The Acquisition is to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Capitalised terms defined in the Scheme Document have the same meanings given in this announcement.

Publication of Scheme Document

Telit is pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document") is being published today. The Scheme Document contains, among other things, a letter from the Chairman of Telit, an explanatory statement pursuant to section 897 of the Companies Act 2006, the notices of the Court Meeting and General Meeting, an expected timetable of principal events and details of the action to be taken by Telit Shareholders. Hard copies of the Scheme Document are being sent to Telit Shareholders together with the related Forms of Proxy and the Form of Election for the Alternative Offer. Hard copies of the Scheme Document are also being sent, for information only, to persons with information rights and to participants in the Telit Share Plans.

The Scheme Document is made available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Telit's website at https://www.telit.com/about/investor-relations/possible-offers/ and on Bidco's website at www.dbayadvisors.com/offer-docs/. Copies of the Scheme Document will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Notices of the Court Meeting and General Meeting and action required

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, that a majority in number of the Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, vote in favour of the Scheme at the Court Meeting, that the requisite majority of Telit Shareholders approve the Special Resolution at the General Meeting and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver (where applicable) of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which will be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, EC4N 6AF, and remotely via the Virtual Meeting Platform on 14 July 2021, are set out in the Scheme Document. The Court Meeting will commence at 10.00 a.m. and the General Meeting at 10:15 a.m. (or, if later, as soon as the Court Meeting has concluded or been adjourned).

Given the continuing public health restrictions in view of the ongoing COVID-19 pandemic, and mindful of the health and wellbeing of Scheme Shareholders, Telit Shareholders and Telit's employees, the Board of Telit proposes to hold the Meetings as combined physical and virtual meetings through the Virtual Meeting Platform. Accordingly, the Board of Telit expects only a small number of Scheme Shareholders and Telit Shareholders required to establish a quorum to attend the Meetings in person. In light of the ongoing COVID-19 situation and the uncertainties regarding future developments, the Board of Telit strongly encourages Scheme Shareholders, Telit Shareholders and other attendees not to attend the Meetings in person. Scheme Shareholders and Telit Shareholders will be given the opportunity to attend remotely, submit written questions (and, in the case of the Court Meeting only, submit any written objections) and vote at the Court Meeting and the General Meeting through the Virtual Meeting Platform. Scheme Shareholders and Telit Shareholders are therefore strongly encouraged to vote by appointing the Chairperson of each of the Court Meeting and the General Meeting as their proxy before the relevant deadline. The Chairperson of the relevant Meeting will vote in accordance with the voting instructions of the appointing Scheme Shareholder or Telit Shareholder.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of opinion of the Scheme Shareholders. Scheme Shareholders are therefore strongly encouraged to sign and return their Forms of Proxy or appoint an electronic or CREST proxy as soon as possible.

Holders of Scheme Shares should read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Shareholder Helpline

If you have any questions relating to the Scheme Document (or any information incorporated into the Scheme Document by reference from another source), the Meetings or the completion and return of the Forms of Proxy or the Form of Election, please telephone Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. Lines will be open between 9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Link Group cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of Scheme Shareholders at the Court Meeting, Telit Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective in the second half of 2021.

Prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange for the cancellation of admission to trading of Telit Shares on AIM. It is expected that such cancellation will take place on the Business Day after the Effective Date. The last day of dealings in, and for registration of transfers of, Telit Shares is expected to be at the close of business on the date which is one Business Day after the Court Hearing. At 7:30 a.m. on the date which is two Business Days after the Court Hearing date the trading of Telit Shares on AIM will be suspended.

The dates and times given in the expected timetable are indicative only and are based on Telit's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates change, the revised times and/or dates will be notified to Telit Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Telit's website at: https://www.telit.com/about/investor-relations/possible-offers/.

Enquiries

Investec Bank plc (Financial adviser to Bidco/DBAY)                           Tel: +44 (0) 207 597 5970
Gary Clarence

William Godfrey

Temple Bar Advisory (Public relations adviser to Bidco/DBAY)
Alex Child-Villiers                                                                                        Tel: +44 (0) 207 183 1190 

William Barker

Telit Communications PLC     

Rothschild & Co (Financial adviser under Rule 3 of the Code to Telit)

FinnCap (Financial adviser, Nomad and broker to Telit)

FinElk (Public relations adviser to Telit)

Important notices

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Bidco and for no one else in connection with the Acquisition or other matters referred to in the Scheme Document and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of the Scheme Document or any other matters set out in the Scheme Document.

Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser under Rule 3 of the Code to Telit in connection with the matters set out in the Scheme Document and for no one else and will not be responsible to anyone other than Telit for providing the protections afforded to its clients or for providing advice in relation to the matters set out in the Scheme Document.   Neither Rothschild & Co nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with the Scheme Document, any statement contained herein, the Acquisition or otherwise.

FinnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Telit and for no one else in connection with the subject matter of the Scheme Document and will not be responsible to anyone other than Telit for providing the protections afforded to its clients or for providing advice in connection with the subject matter of the Scheme Document.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.  The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy and Form of Election, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document.  Telit Shareholders are strongly advised to read the formal documentation in relation to the Acquisition.  Each Telit Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

This announcement has been prepared for the purpose of complying with English law and the Takeover 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 England.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas shareholders

The release, publication or distribution of the Scheme Document in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements.  In particular the ability of persons who are not resident in the UK to vote their Telit Shares at the Court Meeting or General Meeting, or to appoint another person as proxy to vote at the Court Meeting or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.  The Scheme Document has been prepared for the purpose of complying with the laws of England and Wales, Market Abuse Regulation, AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if the Scheme Document had been prepared in accordance with the laws of jurisdictions outside of England and Wales.  Unless otherwise determined by Bidco or required by the 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 where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by use of mail or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

Copies of the Scheme Document will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate 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, into or from any Restricted Jurisdiction.  Doing so may render invalid any related purported vote in respect of the Acquisition.

Where Bidco believes that an election for the Alternative Offer by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the securities laws of any Restricted Jurisdiction, Bidco will have the right to deem that such Scheme Shareholder has not validly elected for the Alternative Offer and such Scheme Shareholder will instead receive the Cash Offer in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Acquisition.

Further details in relation to Telit Shareholders in overseas jurisdictions are contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act and is exempt from the registration requirements of the Securities Act.  Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the UK and to schemes of arrangement under the laws of England and Wales, which are different from the disclosure and other requirements applicable to a US tender offer.  Neither the SEC, nor any securities commission of any state of the United States, has approved or disapproved any offer, or comment upon the adequacy or completeness of any of the information contained in document.  Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Telit included in the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Consideration Loan Notes to be issued pursuant to the Scheme under the Alternative Offer may not be offered or sold in the United States absent registration or an exemption from registration.  No US offer of such Consideration Loan Notes will be made in the United States.  The Consideration Loan Notes have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange in the United States, and may not be offered, sold or delivered, directly or indirectly, in, into or from the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Consideration Loan Notes or determined that the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence.

Telit Shareholders located or resident in the United States or who are otherwise US Persons will not be permitted to elect receipt of the Consideration Loan Notes pursuant to the Alternative Offer, and any purported election to receive Consideration Loan Notes pursuant to the Alternative Offer by Telit Shareholders from the United States, or which, at the sole discretion of Bidco, appear to be made in respect of Telit Shares beneficially held by persons located or resident in the United States or who otherwise appear to be US Persons will not be accepted.  Accordingly, Telit Shareholders located or resident in the United States or who are otherwise US Persons will receive cash pursuant to the Scheme, and no Consideration Loan Notes will be issued to any such Telit Shareholder.

By electing receipt of the Consideration Loan Notes pursuant to the Alternative Offer, Telit Shareholders will be deemed to represent and warrant, on behalf of themselves and any person on whose behalf they beneficially hold their Telit Shares, that they: (i) are not located or resident in the United States or otherwise a US Person; and (ii) are not electing receipt of Telit Shares pursuant to the Alternative Offer with a view to, or for offer or sale of Consideration Loan Notes in connection with, any distribution thereof (within the meaning of the Securities Act) in the United States or to US Persons.

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

It may be difficult for US holders of Telit Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since Telit is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Telit are located outside of the United States.  US holders of Telit Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The Acquisition may, in the circumstances provided for in the Scheme Document, instead be carried out by way of a Takeover Offer under the laws of England and Wales. If Bidco exercises, with the consent of the Takeover Panel and subject to the terms of the Co-operation Agreement, its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and US Federal securities laws and regulations, including the exemptions therefrom.  In accordance with normal UK practice and pursuant to rule 14e-5(b) of the Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase, Telit Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn, in compliance with applicable law, including the Exchange Act.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases will be disclosed, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

The Scheme Document (including information incorporated by reference in the Scheme Document), oral statements made regarding the Acquisition, and other information published by Bidco and Telit contain statements which are, or may be deemed to be, "forward-looking statements" with respect to Bidco or Telit.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often (but not always) use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof.  Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco or Telit and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Bidco or Telit.

Although Bidco and Telit believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Telit can give no assurance that such expectations will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.  These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments.  You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of the Scheme Document. All subsequent oral or written forward-looking statements attributable to Bidco or Telit or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.  Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Scheme Document.  Bidco and Telit expressly disclaim any intention or obligation to update publicly or revise forward-looking or other statements contained in the Scheme Document, whether as a result of new information, future events or otherwise, except to the extent legally required. 

No profit forecasts or estimates

Nothing in the Scheme Document shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco, the Bidco Group, Telit or the Telit Group except where otherwise stated.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (a) the offeree company; and (b) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code 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 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: (a) the offeree company; and (b) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 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 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 Takeover 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.

Publication on website and availability of hard copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Telit's website at https://www.telit.com/about/investor-relations/possible-offers/.  Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

APPENDIX

Expected timetable of principal events

All times shown in the Scheme Document are London times, unless otherwise stated.