REG - Nikon Corporation Optos plc - Offer for Optos <Origin Href="QuoteRef">7731.T</Origin> <Origin Href="QuoteRef">OPTS.L</Origin> - Part 3

NikonAnnouncement

27/02/2015 07:00

- Part 3: For the preceding part double click  ID:nRSa0593Gb 

document unless the context
otherwise requires: 
 
 "2006 Act"                                                 the Companies Act 2006, as amended from time to time                                                                                                                                                                                                                                                                                                                                                                                             
 "Annual Report and Accounts of Optos"                      the annual report and audited consolidated accounts of the Optos Group for the year ended 30 September 2014                                                                                                                                                                                                                                                                                                                                      
 "associated undertaking"                                   shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations)                                                                                                                                                                                   
 "Authorisations"                                           authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals                                                                                                                                                                                                                                                                                                              
 "Business Day"                                             has the meaning given to it in the Code                                                                                                                                                                                                                                                                                                                                                                                                          
 "Capital Reduction"                                        the reduction of Optos' share capital associated with the cancellation and extinguishing of the Scheme Shares provided for by the Scheme under section 648 of the 2006 Act                                                                                                                                                                                                                                                                       
 "certificated" or "certificated form"                      in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)                                                                                                                                                                                                                                
 "Closing Price"                                            the closing middle market price of an Optos Share as derived from the Daily Official List on any particular date                                                                                                                                                                                                                                                                                                                                 
 "Code"                                                     the City Code on Takeovers and Mergers issued by the Panel                                                                                                                                                                                                                                                                                                                                                                                       
 "Combined Group"                                           the Nikon Group and the Optos Group following the Effective Date                                                                                                                                                                                                                                                                                                                                                                                 
 "completion of the Transaction"                            the Transaction becoming Effective                                                                                                                                                                                                                                                                                                                                                                                                               
 "Conditions"                                               the Conditions to the Transaction set out in Part A of Appendix 1 of this announcement                                                                                                                                                                                                                                                                                                                                                           
 "Court"                                                    the Court of Session, Edinburgh                                                                                                                                                                                                                                                                                                                                                                                                                  
 "Court Meeting"                                            the meeting of Optos Shareholders to be convened at the direction of the Court pursuant to Part 26 of the 2006 Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjournment thereof                                                                                                                                                                                       
 "Court Orders"                                             the First Court Order and the Second Court Order                                                                                                                                                                                                                                                                                                                                                                                                 
 "CREST"                                                    the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in CREST)                                                                                                                                                                                                                                                                                                                          
 "Daily Official List"                                      means the daily official list of the London Stock Exchange                                                                                                                                                                                                                                                                                                                                                                                       
 "Disclosed"                                                information: (a) which has been fairly disclosed in the virtual data room operated by Sterling Data Rooms to which Nikon has access prior to 25 February 2015; (b) disclosed in any public announcement by Optos to a Regulatory Information Service prior to 6.00 p.m. on 25 February 2015; (c) disclosed in the Annual Report and Accounts of Optos; or (d) disclosed in this announcement                                                     
 "Effective"                                                in the context of the Transaction: (i) if the Transaction is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Transaction is implemented by way of the Takeover Offer, the Takeover Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Code                                                                          
 "Effective Date"                                           the date on which the Transaction becomes Effective                                                                                                                                                                                                                                                                                                                                                                                              
 "Excluded Shares"                                          any Optos Shares beneficially owned by Nikon or any subsidiary undertaking of Nikon immediately prior to the Scheme Record Time                                                                                                                                                                                                                                                                                                                  
 "Euroclear"                                                Euroclear UK & Ireland Limited                                                                                                                                                                                                                                                                                                                                                                                                                   
 "Evercore"                                                 Evercore Partners International LLP, financial adviser to Optos                                                                                                                                                                                                                                                                                                                                                                                  
 "FCA"                                                      Financial Conduct Authority or its successor from time to time                                                                                                                                                                                                                                                                                                                                                                                   
 "FCA Handbook"                                             the FCA's Handbook of rules and guidance as amended from time to time                                                                                                                                                                                                                                                                                                                                                                            
 "First Court Hearing"                                      the hearing by the Court to sanction the Scheme                                                                                                                                                                                                                                                                                                                                                                                                  
 "First Court Order"                                        the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act                                                                                                                                                                                                                                                                                                                                                                      
 "Form of Proxy"                                            the form of proxy in connection with each of the Court Meeting and the Optos General Meeting, which shall accompany the Scheme Document                                                                                                                                                                                                                                                                                                          
 "IFRS"                                                     international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union                                                                                                                                                                                                                          
 "London Stock Exchange"                                    The London Stock Exchange plc or its successor                                                                                                                                                                                                                                                                                                                                                                                                   
 "Long Stop Date"                                           31 August 2015, or such later date (if any) as may be agreed between Nikon and Optos which the Panel and, if required, the Court may permit                                                                                                                                                                                                                                                                                                      
 "Meetings"                                                 the Court Meeting and the Optos General Meeting                                                                                                                                                                                                                                                                                                                                                                                                  
 "Merger Control Conditions"                                the Conditions set out in paragraphs 2(a) and 2(b) of Appendix 1                                                                                                                                                                                                                                                                                                                                                                                 
 "Nikon"                                                    Nikon Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                
 "Nikon Group"                                              Nikon and its subsidiary undertakings from time to time and where the context permits, each of them                                                                                                                                                                                                                                                                                                                                              
 "Offer Period"                                             the offer period (as defined by the Code) which  commenced on 27 February 2015                                                                                                                                                                                                                                                                                                                                                                   
 "Optos"                                                    Optos plc                                                                                                                                                                                                                                                                                                                                                                                                                                        
 "Optos Directors"                                          the directors of Optos