REG - Intelligent Safety - Offer Update - Update on NSIA Condition
17/05/2024 08:15
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RNS Number : 8190O Intelligent Safety Electr. Pte.Ltd 17 May 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
17 May 2024
RECOMMENDED CASH OFFER
for
FIREANGEL SAFETY TECHNOLOGY GROUP PLC
by
INTELLIGENT SAFETY ELECTRONICS PTE. LTD
OFFER UPDATE - UPDATE ON NSIA CONDITION
On 2 November 2023, the Board of Intelligent Safety Electronics Pte. Ltd
("ISE") announced that the offer document (the "Offer Document") relating to
the recommended cash offer for the entire issued and to be issued share
capital of FireAngel Safety Technology Group plc ("FireAngel"), other than the
FireAngel Shares already owned or controlled by ISE, had been posted to
FireAngel Shareholders.
Capitalised terms in this announcement, unless otherwise defined, have the
same meanings as set out in the Offer Document. All references to times in
this announcement are to London times, unless otherwise stated.
As set out at paragraph 2.1 of Section A of Part 3 of the Offer Document, the
Offer is conditional upon, among other things, satisfaction of the condition
relating to a material official authorisation or regulatory clearance, in this
instance being the National Security and Investment Act 2021 ("NSIA
Condition").
On 8 December 2023, at the joint request of ISE and FireAngel to the Panel,
the timetable for the Offer was suspended pursuant to Rule 31.4 of the
Takeover Code, as a result of the NSIA Condition not having been satisfied or
waived by 5.00 pm on 9 December 2023 (being, at that time, the second day
prior to Day 39).
In respect of the NSIA Condition, the Secretary of State gave notice of a
final order in relation to the Offer yesterday evening ("Order"). The Order
approves the Offer subject to the condition that FireAngel, FireAngel Safety
Technology Limited (a wholly-owned subsidiary of FireAngel), ISE and Siterwell
(the parent company of ISE)("Approval Conditions"):
i. Meet certain requirements relating to corporate governance, including UK
Security Vetting clearance for certain members of the Executive Committee and
Board of Directors;
ii. Appoint a Chief Information Security Officer with UK Security Vetting
clearance who will have oversight of requirements relating to infrastructure,
data handling, access to IT systems and software and firmware updates;
iii. Implement visitor protocols for visitors and seconded employees to
FireAngel Group sites; and
iv. Meet certain requirements relating to the design of networked products,
including the continued screening of samples by an accredited testing
authority.
ISE is considering the Approval Conditions in order to determine whether it
considers them to be reasonably acceptable to it (as is specifically required
in order for the NSIA Condition to be satisfied). A further announcement will
be made shortly once the Approval Conditions have been fully considered.
Enquiries
FireAngel
Neil Radley, Chief Executive Officer / Adrian Wilding, Chief Finance Officer
+44 24 7771 7700
PwC (Financial Adviser to FireAngel)
Iain Reilly / Jon Raggett / Marcela Salgado Escalante
+44 20 7583 5000
Shore Capital (Nominated adviser and broker to FireAngel)
Tom Griffiths / David Coaten / Tom Knibbs
+44 20 7408 4050
Houston (Financial PR to FireAngel)
Kate Hoare / Kay Larsen / Ben Robinson
+44 20 4529 0549
ISE
Enquiries to be made via SPARK as set out below.
SPARK Advisory Partners Limited (Financial adviser to ISE)
Matt Davis / James Keeshan
+44 20 3368 3550
Important Notices
SPARK Advisory Partners Limited ("SPARK"), which is regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively as financial
advisor to ISE and no one else in connection with the matters referred to in
this Announcement, and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the matters
referred to in this Announcement and is not, and will not be, responsible to
anyone other than ISE for providing the protections afforded to its clients or
for providing advice in relation to the contents of this Announcement or any
transaction or arrangement referred to in this Announcement. Neither SPARK nor
any of its group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of SPARK in connection with this Announcement or any matter referred to
herein.
PricewaterhouseCoopers LLP ("PwC"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial adviser to FireAngel and for no-one else in connection with the
matters referred to in this Announcement and will not be responsible to any
person other than FireAngel for providing the protections afforded to clients
of PwC, nor for providing advice in relation to the contents of this
Announcement. Neither PwC nor any of its members owes, accepts or assume any
duty of care, 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 PwC in connection with the matters referred to
in this Announcement, or otherwise.
Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together "Shore Capital"), which are authorised and regulated in the United
Kingdom by the Financial Conduct Authority, are acting exclusively as
nominated adviser and broker, respectively, to FireAngel and for no-one else
in connection with the matters referred to in this Announcement and will not
be responsible to any person other than FireAngel for providing the
protections afforded to clients of Shore Capital, nor for providing advice in
relation to the contents of this Announcement. Neither Shore Capital nor any
of its members owes, accepts or assume any duty of care, 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 Shore
Capital in connection with the matters referred to in this Announcement, or
otherwise.
This Announcement is for information purposes only and is not intended to and
does not constitute or form part of, an 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 in contravention of applicable law.
The Offer will be made solely by the Offer Document (together with, in the
case of FireAngel Shares in certificated form, the Form of Acceptance, which
contain the full terms and condition of the Offer, including details of how
the Offer may be accepted. FireAngel Shareholders should carefully read the
Offer Document (and, if they hold their FireAngel Shares in certificated form,
the Form of Acceptance) in its entirety before making a decision with respect
to the Offer. Each FireAngel Shareholder is urged to consult its independent
professional adviser immediately regarding the tax consequences to it (or its
beneficial owners) of the Offer.
Overseas Shareholders
The Offer relates to securities in a company which is registered in England
and Wales, which is admitted to trading on AIM and is subject to the
disclosure requirements, rules and practices applicable to such companies,
which differ from those of Restricted Jurisdictions in certain material
respects. This Announcement has been prepared for the purposes of complying
with English law, the AIM Rules for Companies, the Market Abuse Regulation,
the rules of London Stock Exchange 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.
The release, publication or distribution of this Announcement in or into
certain 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.
To the fullest extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
Copies of this Announcement and formal documentation relating to the Offer
shall not be, and must not be, mailed or otherwise forwarded, distributed or
sent in, into or from the United States or any other 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 the United States or any other Restricted Jurisdiction. Doing so may
render invalid any related purported acceptance of the Offer.
Unless otherwise determined by the Code and permitted by applicable law and
regulation, the Offer may not be made, directly or indirectly, in or into, or
by the use of mails or any means or instrumentality (including, but not
limited to, 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 the United States or any other Restricted
Jurisdiction and the Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or otherwise from within the United
States or any other Restricted Jurisdiction. Accordingly, copies of this
Announcement, the Offer Document, the Form of Acceptance and all other
accompanying documents relating to the Offer are not being, and must not be
directly or indirectly, mailed or otherwise distributed or sent in, into or
from the United States or any other Restricted Jurisdiction. Persons receiving
this Announcement, Offer Document, the Form of Acceptance and all other
accompanying documents relating to the Offer (including, without limitation,
custodians, nominees and trustees) should observe these restrictions and must
not mail, otherwise forward, send, or distribute them in, into or from the
United States or any other Restricted Jurisdiction or use such mails or any
such means, instrumentality or facility for any purpose directly or indirectly
in connection with the Offer, and doing so may render invalid any related
purported acceptance of the Offer.
Further details in relation to Overseas Shareholders shall be contained in the
Offer Document.
Forward Looking Statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by FireAngel, ISE or any member of the Wider ISE Group 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 business strategies and the environment in which ISE
and any member of the Wider ISE Group operates now and in the future and are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. The
forward-looking statements contained in this Announcement relate to ISE, any
member of the Wider ISE Group's future prospects, developments and business
strategies, the expected timing and scope of the Offer and other statements
other than historical facts. 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",
"intends", "may", "will", "shall" 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 shall occur in the future. These events and
circumstances include 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 ISE or any member of the Wider ISE Group, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this document shall 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 document. All subsequent oral or written forward
looking statements attributable to any member of the Wider ISE Group, or any
of their respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary statement above.
ISE and the Wider ISE Group expressly disclaim 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.
Disclosure requirements of the Code
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 p.m.
on the 10th business day following the commencement of the offer period and,
if appropriate, by no later than 3.30 p.m. 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 p.m. 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 Panel's website at
http://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.
No offer or solicitation
This announcement is for information purposes only and does not constitute a
prospectus or prospectus equivalent document. This announcement is not
intended to and does not constitute, or form part of, any offer or invitation
or the solicitation of any offer to sell or purchase any securities or the
solicitation of any offer to otherwise acquire, subscribe for, sell or
otherwise dispose of any security pursuant to the Offer or otherwise. The
Offer is made solely by the Offer Document (together with, in the case of
FireAngel Shares in certificated form, the Form of Acceptance), which contains
the full terms and conditions of the Offer, including details of how the Offer
may be accepted. FireAngel Shareholders should carefully read the Offer
Document (and, if they hold their FireAngel Shares in certificated form, the
Form of Acceptance) in its entirety before making a decision with respect to
the Offer. Any decision in respect of, or other response to, the Offer should
be made only on the basis of the information in the Offer Document and Form of
Acceptance as applicable.
Publication on Website and Availability of Hard Copies
This Announcement, together with all information incorporated into this
document by reference to another source and the documents required to be
published pursuant to Rule 26 of the Code, shall be available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on ISE's website at www.intelligentse.com/?investor
(https://url.avanan.click/v2/___http:/www.intelligentse.com/?investor___.YXAxZTpzaG9yZWNhcDphOm86NjY1ZGZlODZmNTI1OTUwZjkwZDk2YzYyNjllOWI3NTY6NjpkNjM1OmM0OGJkM2U2ZGU4NmM2OTEwZWQ2OTZiMTVkZGIxZWVhMmYyMTY5YjMzNzk2YjE4NjgwMjI2ZDY4NjE1ZWY0OTM6cDpU)
and FireAngel's website at www.fireangeltech.com
(https://url.avanan.click/v2/___http:/www.fireangeltech.com/___.YXAxZTpzaG9yZWNhcDphOm86NjY1ZGZlODZmNTI1OTUwZjkwZDk2YzYyNjllOWI3NTY6Njo3MjVlOmEyYjkzYzI2M2NjY2FkODE4NjQ3NWIxNzc2ZDM0ZTM5ZmJhMmNlM2M3ODM2YzIyNDVmY2NiYWY0ODVmNTRiNGQ6cDpU)
by no later than 12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, the contents of these websites and
any websites accessible via hyperlinks on these websites are not incorporated
into and do not form part of this Announcement.
In accordance with Rule 30.3 of the Code, FireAngel Shareholders and persons
with information rights may request a hard copy of this Announcement and/or
any information incorporated into this Announcement by reference to another
source by contacting the Receiving Agent, Computershare Investor Services PLC
on 0370 707 4040 or on +44 370 707 4040 if calling from overseas, or in
writing at Computershare, Corporate Actions, Bristol BS99 6AH. You may also
request that all future documents, announcements and information to be sent to
you in relation to the offer should be in hard copy form. Calls are charged at
the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate.
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 independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Electronic Communications
Please be aware that addresses, electronic addresses and certain information
provided by FireAngel Shareholders, persons with information rights and other
relevant persons for the receipt of communications from FireAngel may be
provided to ISE during the Offer Period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been subjected 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 the figures that precede them.
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