REG - IMImobile PLC - Cancellation of listing of IMImobile PLC

Cisco SystemsAnnouncement

22/02/2021 08:05

RNS Number : 8036P
  
IMImobile PLC
  
22 February 2021
  
 

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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
 
22 February 2021
 
RECOMMENDED CASH OFFER
for
IMIMOBILE PLC 
by
CISCO SYSTEMS HOLDINGS UK LIMITED 
an indirect wholly-owned subsidiary of Cisco Systems, Inc. 
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
 
 
Cancellation of listing of IMImobile PLC
On 7 December 2020, the board of directors of Cisco Systems Holdings UK Limited (Bidco), an indirect wholly-owned subsidiary of Cisco, and the Independent IMImobile Directors announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued ordinary share capital of IMImobile (Offer). The Offer was effected by means of a scheme of arrangement under Part 26 of the Companies Act (Scheme). A circular in relation to the Offer was published by IMImobile on 14 January 2021 (Scheme Document).
Further to the announcement made by IMImobile on 19 February 2021 that the Scheme has become effective in accordance with its terms, IMImobile confirms that the listing of IMImobile Shares on the London Stock Exchange's AIM Market has been cancelled with effect from 7.00 a.m. today.
Capitalised terms in this Announcement, unless otherwise defined, have the same meaning as set out in the Scheme Document and all references to times in this Announcement are to London time unless otherwise stated.
Enquiries:



IMImobile


c/o Alma PR




Jay Patel, Group Chief Executive Officer








Michael Jefferies, Group Chief Financial Officer


















Alma PR (PR adviser to IMImobile)


Tel: +44 (0)20 3405 0205




Rebecca Sanders-Hewett








Susie Hudson








Harriet Jackson


















Investec (financial adviser, nominated adviser and joint broker to IMImobile)


Tel: +44 (0)20 7597 5970




Henry Reast 








Virginia Bull








Sebastian Lawrence


















N+1 Singer (joint broker to IMImobile)


Tel: +44 (0)20 7496 3000




Tom Salvesen








Justin McKeegan








Iqra Amin


















 Cisco








 Press Contact: Robyn Blum


Tel: +1 (408) 930-8548




 Industry Analyst Contact: Anne Purvis-Blomquist


Tel: +1 (408) 859-1111




 Investor Relations Contact: Carol Villazon


Tel: +1 (408) 527-6538














Barclays (financial adviser to Cisco and Bidco)


Tel: +44 (0)20 7623 2323




Omar Faruqui








Osman Akkaya

















Allen & Overy LLP and Fenwick & West LLP are retained as legal advisers to Cisco and Bidco. Addleshaw Goddard LLP is retained as legal adviser to IMImobile.
                                                                                                                                                     
Important notices relating to financial advisers 
Investec, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively as financial adviser for IMImobile and no one else in relation to the Offer and/or other matters set out in this Announcement and will not be responsible to anyone other than IMImobile for providing the protections afforded to the clients of Investec, or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. Neither Investec nor any of its subsidiaries, branches 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 Investec in connection with the Offer, this Announcement, any statement contained herein or otherwise.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Investec and its affiliates will continue to act as exempt principal trader in IMImobile securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
N+1 Singer, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as joint broker to IMImobile and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than IMImobile for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.
Barclays Bank PLC, acting through its Investment Bank, (Barclays), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Cisco and Bidco and no one else in connection with the Offer and shall not be responsible to anyone other than Cisco and Bidco for providing the protections afforded to clients of Barclays nor for providing advice in connection with the Offer or any other matter referred to herein.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in IMImobile securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Further information
This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely through the Scheme Document  which, together with the Forms of Proxy, contains the full terms and conditions of the Offer, including details of how to vote in respect of the Scheme. IMImobile Shareholders are advised to read the Scheme Document (including the related Forms of Proxy) because it contains important information in relation to the Offer. 
This Announcement has been prepared for the purpose 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 England and Wales.
This Announcement does not constitute a prospectus or prospectus exempted document.
Overseas shareholders
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 not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Offer or to vote their Scheme Shares in respect of the Scheme at the Court Meeting or in respect of the Resolutions to be proposed at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. 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.
Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Offer shall 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 Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation relating to the Offer 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 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 the Offer.
The availability of the Offer to IMImobile 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 requirements. Further details in relation to IMImobile Shareholders in overseas jurisdictions are contained in the Scheme Document.
The Offer is subject to English law and the applicable requirements of the Court, the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.
Notice to US investors 
The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Offer is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant rules under the Code, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.
In accordance with normal United Kingdom practice, Cisco, Bidco or their nominees or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of IMImobile outside of the US, other than pursuant to the Offer, until the date on which the Offer and/or Scheme becomes effective, lapses or is otherwise withdrawn, in compliance with applicable law, including the US 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 or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to the Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of its IMImobile Shares pursuant to the Offer will likely be a taxable transaction for United States federal income tax purposes. Each US holder of IMImobile Shares is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to such holder, including under applicable United States state and local tax laws, as well as overseas and other tax laws that may be applicable.
Some or all of IMImobile's officers and directors reside outside the US, and some or all of its assets are or may be located in jurisdictions outside the US. Therefore, investors may have difficulty effecting service of process within the US upon those persons or recovering against IMImobile or its officers or directors on judgments of US courts, including judgments based upon the civil liability provisions of the 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 judgment. It may not be possible to sue IMImobile or its officers or directors in a non-US court for violations of the US securities laws.
Neither the SEC nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Offer or determined if this Announcement is adequate, accurate or complete.
Financial information relating to IMImobile included in this Announcement and the Scheme Document has been prepared in accordance with IFRS and may not therefore be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
Forward-looking statements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by IMImobile, any member of the IMImobile Group, Cisco, Bidco or any other member of the Cisco Group contain statements which are, or may be deemed to be, "forward looking statements". 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 use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of IMImobile, any member of the IMImobile Group, Cisco, Bidco or any other member of the Cisco Group, (iii) the effects of government regulation on the business of IMImobile, any member of the IMImobile Group, Cisco, Bidco or any other member of the Cisco Group, (iv) negative effects relating to this Announcement and/or status of the Offer, (v) the possibility that any of the conditions to the Offer will not be satisfied, and (vi) significant transaction costs (including litigation) or unknown liabilities. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
These 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 IMImobile, any member of the IMImobile Group, Cisco, Bidco or any member of the Cisco Group shall operate 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. By their nature, these forward-looking statements involve known and unknown risks, and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. None of IMImobile, any member of the IMImobile Group, Cisco, Bidco or any other member of the Cisco Group, or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, 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.
None of IMImobile, any member of the IMImobile Group, Cisco, Bidco or any other member of the Cisco Group, or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, has any intention or accepts any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to IMImobile, any member of the IMImobile Group, Cisco, Bidco or any other member of the Cisco Group or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
No profit forecasts or estimates
Save in relation to the statements made by IMImobile at paragraph 8 of Part I (Letter from the Chairman of IMImobile) in the Scheme Document, no statement in this Announcement is intended as a profit forecast or estimate for Cisco, Bidco or IMImobile for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).
Publication on a website
A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on IMImobile's website at https://investors.imimobile.com/regulatory-announcements/recommended-cash-offer and on Cisco's website at http://investor.cisco.com/Recommended-cash-offer by no later than 12 noon on the Business Day following the date of this Announcement.
Neither the content of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
Requesting hard copy documents 
In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may also request that all future documents, announcements and information sent to that person in relation to the Offer should be in hard copy form. For persons who have received a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent to you unless you have previously notified IMImobile's registrar, Link Group, that you wished to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.
If you would like to request a hard copy of this Announcement from IMImobile please contact IMImobile's registrar, Link Group, on 0371 664 0300 (from within the UK) or on +44 371 664 0300 (from outside the UK), or by writing to Link Group, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Calls are charged at 12 pence per minute and will vary by provider. 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. Link Group is open between 09:00 and 17:30, Monday to Friday, excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
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.
General
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 FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Time
All times shown in this Announcement are London times, unless otherwise stated.

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