Item 1.01. Entry into a Material Definitive Agreement
Implementation Agreement
On
The Scheme involves an application by the Company to the
Upon the completion of the Acquisition, it is intended, and has been agreed between the Company and Bidco under the terms of the Implementation Agreement, that (i) any Company Share Option Plans ("CSOPs") and Enterprise Management Incentives ("EMI") options (other than those granted to officers or directors) will be accelerated to full vesting and subsequently will be exercised via cashless exercise, (ii) any CSOPs and EMI options granted to officers or directors and which have vested in accordance with their terms will be exercised via cashless exercise, and (iii) any other outstanding options or awards under the Company's share incentive schemes will be accelerated to full vesting and subsequently will be either share settled or cash settled.
The completion of the Acquisition is subject to the satisfaction or waiver of certain customary conditions (the "Conditions"), including, among other things: (i) the approval of Company shareholders at the court meeting of such shareholders convened by the Court (the "Court Meeting") and the passing of the resolutions by Company shareholders at the general meeting of such shareholders convened for considering the shareholder resolutions necessary to enable the Company to implement the Acquisition (the "General Meeting"); (ii) the sanction of the Scheme by the Court; and (iii) the absence of governmental injunctions or other legal restraints preventing the Acquisition or seeking rescission thereof. In addition, the obligation of each party to consummate the Acquisition is conditioned upon, among other things, the accuracy of the representations and warranties of the other party (subject to certain customary exceptions), and material compliance by the other party with its covenants under the Implementation Agreement.
The Acquisition is also subject to, among other things: (1) the Scheme becoming
effective by
The Implementation Agreement contains certain customary representations, warranties and covenants, including, among others, covenants with respect to the conduct of the Company's business prior to completion of the Acquisition and covenants prohibiting the Company from soliciting, providing information or entering into discussions concerning competing acquisition proposals.
The Implementation Agreement contains customary termination rights for both
Bidder and the Company, including, among others, that it may be terminated,
subject to the terms and conditions of the Implementation Agreement: (i) by
mutual written consent of Bidder and the Company; (ii) by either the Company or
Bidder, if a governmental injunction, order or other legal restraint prevents
the consummation of the Acquisition; (iii) by either Bidder or the Company, if
the Scheme is not approved by the requisite majority of the Company's
shareholders or the Scheme is not sanctioned by the court at the applicable
court hearing; or (iv) by either the Company or Bidder upon the other party's
uncured material breach of any representation, warranty, covenant or obligation
under the Implementation Agreement which would reasonably be expected to prevent
Bidder from consummating the Acquisition or which would prevent the Company from
satisfying certain closing conditions, as the case may be. The Implementation
Agreement may also be terminated (A) by Bidder if the Company's board of
directors (the "Board") fails to recommend or changes its recommendation
regarding the Acquisition or approves or recommends an alternative transaction
or, in certain circumstances, fails to recommend against an alternative
transaction, or (B) by the Company, in order to enter into a definitive
agreement with respect to a superior proposal, subject to specified limitations.
In addition to the foregoing termination rights, and subject to certain
limitations, either of Bidder and the Company may terminate the Implementation
Agreement if the Acquisition is not consummated by the Long Stop Date (or such
later date as the parties may agree). If the Implementation Agreement is
terminated under certain circumstances specified in the Implementation Agreement
(including under specified circumstances in connection with the Company's entry
into an agreement with respect to a superior proposal), the Company will be
required to pay the Bidder a termination fee of
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The foregoing description of the Implementation Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full and complete terms of the Implementation Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Implementation Agreement has been included to provide investors and shareholders with information regarding its terms. It is not intended to provide any other factual information about the Company, Bidder, Bidco or their respective subsidiaries and affiliates. The representations and warranties contained in the Implementation Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Implementation Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by the parties to each other. Investors should not rely on the representations and warranties contained in the Implementation Agreement as characterizations of the actual state of facts or condition of the Company, Bidder, Bidco or any of their respective subsidiaries, affiliates or businesses. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Implementation Agreement, which subsequent information may or may not be fully reflected in the Company's or Bidder's public disclosures.
Item 8.01. Other Events. Irrevocable Undertakings
Bidco has received irrevocable undertakings to vote or procure votes in favor of
the resolutions relating to the Scheme at the Court Meeting and the General
Meeting (or in the event that the Acquisition is implemented by way of a
takeover offer, to accept or procure acceptance of such takeover offer) from the
members of the Company Board and the Company's named executive officers, in
respect of their entire beneficial holdings, amounting to 339,771 Scheme Shares,
in aggregate, representing approximately 1.3 percent of the issued share capital
of the Company as of
Under their terms, the irrevocable undertakings will cease to be binding in certain circumstances, including if the Implementation Agreement is terminated in accordance with its terms.
A copy of the form of the irrevocable undertakings (the "Form of Irrevocable Undertaking") is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Announcement
On
Communications
On
Share Repurchase Program
As previously disclosed, in
In connection with the Acquisition, the Company suspended the Share Repurchase Program.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
2.1 Implementation Agreement, datedJanuary 7, 2021 , by and among the Company, Bidder and Bidco. 99.1 Form of Irrevocable Undertaking. 99.2 Announcement, datedJanuary 7, 2021 . 99.3 Message from the Company's CEO to Employees, datedJanuary 7, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Further information
This Current Report on Form 8-K is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer to sell or an
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 by the Scheme Document, which
will be included in the Proxy Statement, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Scheme. Additionally, Bidder and the Company will file other relevant
materials with the
This Current Report on Form 8-K does not constitute a prospectus or a prospectus equivalent document.
Bidder and the Company, and their respective directors and executive officers,
may be deemed to be participants in the solicitation of proxies in respect of
the transactions contemplated by the Implementation Agreement. Information
regarding the Company's directors and executive officers is contained in the
Company's Form 10-K for the fiscal year ended
The release, publication or distribution of this Current Report on Form 8-K in
jurisdictions other than the
Copies of this Current Report on Form 8-K 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 jurisdiction where local laws or regulations may result in a risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Scheme Shareholders in that jurisdiction ("Restricted Jurisdiction"), or any jurisdiction where to do so would constitute a violation of the laws of such 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. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.
If the Acquisition is implemented by way of a takeover offer (as that term is defined in section 974 of the Companies Act 2006) ("Offer"), the Offer may not (unless otherwise permitted by applicable law and regulation) be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail 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 and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Scheme Shareholders in overseas jurisdictions will be contained in the Scheme Document.
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Notice to U.S. investors in the Company
The Acquisition relates to the shares of a
It may be difficult for
Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including, but
not limited to, statements relating to estimates and projections of future
earnings per share, cash flow and revenue growth and other financial results,
developments relating to each company's customers and end-markets, and plans
concerning business development opportunities, acquisitions and divestitures.
Words such as "believes," "intends," "anticipates," "plans," "expects,"
"projects," "forecasts, "will," "may," "could" and similar expressions, and
references to guidance, are intended to identify forward-looking statements.
Such statements are based on the management of each company's current
assumptions and expectations and no assurances can be given that their
assumptions or expectations will prove to be correct. A number of important risk
factors could cause actual results to differ materially from the results
described, implied or projected in any forward-looking statements. These factors
include, without limitation: the failure of all of the closing conditions of the
proposed Acquisition to be satisfied, including receipt of requisite approvals
by the Company's shareholders, and the sanction of the Scheme by the
The information contained in Bidder's filings with
The information contained in the Company's filings with
Bidder's and the Company's filings with the
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