REG - Intelligent Safety - Posting of Offer Document

Steinhoff International Holdings NVAnnouncement

02/11/2023 19:15

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RNS Number : 2566S  Intelligent Safety Electr. Pte.Ltd  02 November 2023

 

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

2 November 2023

RECOMMENDED CASH OFFER

FOR

FIREANGEL SAFETY TECHNOLOGY GROUP PLC

BY

INTELLIGENT SAFETY ELECTRONICS PTE. LTD

 

POSTING OF OFFER DOCUMENT

 

Introduction

On 27 October 2023, the Boards of Intelligent Safety Electronics Pte. Ltd
("ISE") and FireAngel Safety Technology Group plc ("FireAngel") announced the
terms of a recommended cash offer to be made by ISE pursuant to which it shall
acquire the issued and to be issued share capital of FireAngel not already
owned or controlled by ISE (the "Offer"). ISE currently holds approximately
17.46 per cent. of the issued ordinary shares of FireAngel Safety Technology
Group plc. ISE is a company incorporated in Singapore, which is wholly-owned
by Siterwell Electronics Co., Ltd ("Siterwell"), a leading manufacturer of
intelligent security protection for life and property which utilises an
advanced smart security ecosystem technology.

ISE and FireAngel are now pleased to announce that the Offer Document, which
contains the full terms and conditions of the Offer and the procedures for
acceptance, is being published and sent to FireAngel Shareholders and persons
with information rights today, together with the related Form of Acceptance.
The Offer Document will be available up to and including the end of the Offer
on the Company's website at www.fireangeltech.com
(http://www.fireangeltech.com) and ISE's website at
www.intelligentse.com/?investor (http://www.intelligentse.com/?investor/)
promptly, and in any event by no later than 12.00 p.m. on the Business Day
following the publication of this announcement.

In accordance with Rule 24.1(a) of the Takeover Code, the FireAngel Directors
have given their consent to the publication of the Offer Document within 14
days of the Rule 2.7 Announcement.

Under the terms of the Offer, which is subject to the terms and Conditions set
out in the Offer Document and, in respect of FireAngel Shares held in
certificated form, the Form of Acceptance, FireAngel Shareholders (other than
ISE) shall be entitled to receive:

7.4 pence in cash for each FireAngel Share

The Offer Price values the total existing and to be issued share capital of
FireAngel at approximately £27.68 million.

The Offer Price represents a premium of:

1          approximately 252.38 per cent. to the Closing Price of
2.10 pence per FireAngel Share on 26 October 2023 (being the last Business Day
prior to the date of the Rule 2.7 Announcement);

2          46.53 per cent. to the price per FireAngel Share of 5.05
pence, being the price at which FireAngel undertook its £6.1 million (before
expenses) equity fundraising in June 2023;

3          198.20 per cent. to the volume-weighted average price per
FireAngel Share of 2.48 pence for the last three months to 26 October 2023
(being the last Business Day prior to the publication of the Rule 2.7
Announcement); and

4          21.31 per cent. to the Closing Price of 6.1 pence per
FireAngel Share on 5 June 2023 (being the last Business Day before
commencement of the Offer Period).

Action to be taken and Procedures for Acceptance

Your attention is drawn to the letter from ISE set out in Part 1 of the Offer
Document, together with Part 3 of the Offer Document and the Form of
Acceptance. The procedure for acceptance of the Offer is set out in paragraph
19 of Part 1 of the Offer Document and, if you hold your FireAngel Shares in
certificated form, in the Form of Acceptance. Part 3 of the Offer Document and
the Form of Acceptance contain material information which may not be
summarised elsewhere in the Offer Document.

The Offer will remain open for acceptance until 1.00 p.m on 1 January 2024,
being the Unconditional Date. The Unconditional Date may be brought forward by
ISE publishing an Acceleration Statement in accordance with the requirements
of the Code and as further described in paragraphs 2.2 and 2.4 of Section C of
Part 3 of the Offer Document.

Your decision as to whether to accept the Offer will depend upon your
individual circumstances. If you are in any doubt as to the action you should
take, you should seek your own independent financial advice.

FireAngel Shareholders who hold their FireAngel Shares in certificated form
should read the section entitled "FireAngel shares held in certificated form
(i.e. not in CREST)" in paragraph 19.1 of Part 1 of the Offer Document
together with the Form of Acceptance and the provisions of Sections C and D of
Part 3 of the Offer Document. The instructions on the Form of Acceptance are
deemed to form part of the terms of the Offer. FireAngel Shareholders who hold
their FireAngel Shares in uncertificated form (i.e. in CREST) should read the
section entitled "FireAngel shares held in uncertificated form (i.e. in
CREST)" set out in paragraph 19.2 of Part 1 of the Offer Document together
with the provisions of Sections C and E of Part 3 of the Offer Document.

If you hold FireAngel Shares in both certificated and uncertificated form, you
should complete a Form of Acceptance for the shares held in certificated form
in accordance with paragraph 19.1 of Part 1 of the Offer Document and the
FireAngel Shares held in uncertificated form should be dealt with in
accordance with paragraph 19.2 of Part 1 of the Offer Document.

Capitalised terms used but not defined in this announcement shall have the
same meaning as set out in the Offer Document.

FireAngel

Neil Radley, Chief Executive Officer / Zoe Fox, 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

Tel: +44 20 3368 3550

 

Hill Dickinson LLP is acting as legal adviser to ISE. Pinsent Masons LLP is
acting as legal adviser to FireAngel.

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 (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 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 (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 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.

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 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 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.

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 does not constitute a prospectus or prospectus exempted
document.

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.

No profit forecasts or estimates

No statement in this Announcement is intended or shall be deemed to be a
profit forecast, estimate or projection of the future financial performance of
ISE or FireAngel for any period except as otherwise stated and no statement in
this Announcement should be interpreted to mean that cashflow 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 cashflow from operations, earnings or earnings per share
or income of those persons (where relevant).

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.

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
(http://www.intelligentse.com/?investor) and FireAngel's website
at www.fireangeltech.com (http://www.fireangeltech.com/)  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.

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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