Motorola Solutions - Offer Update RNS Number : 2199J Motorola Solutions, Inc. 03 August 2012 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 THAT JURISDICTION FOR IMMEDIATE RELEASE 3 August 2012 RECOMMENDED CASH OFFER by MOTOROLA SOLUTIONS, INC. ("MOTOROLA SOLUTIONS") for PSION PLC ("PSION") OFFER UPDATE AND EXTENSION OF OFFER PERIOD Introduction On 15 June 2012 Motorola Solutions and Psion announced that they had agreed on the terms of a recommended cash offer to be made by Motorola Solutions to acquire the entire issued and to be issued share capital of Psion (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Motorola Solutions on 12 July 2012 (the "Offer Document"). Terms used in this announcement have the meanings given to them in the Offer Document unless stated otherwise. All references to time in this announcement are to London time. Level of acceptances As at 1.00 p.m. on 2 August 2012, being the First Closing Date of the Offer, Motorola Solutions had received valid acceptances of the Offer in respect of 98,276,380 Psion Shares (representing approximately 69.43 per cent. of the existing issued share capital of Psion, and approximately 77.10 per cent. of the Psion Shares to which the Offer relates),which Motorola Solutions may count towards the satisfaction of the acceptance condition to the Offer. So far as Motorola Solutions is aware, none of these acceptances have been received from persons acting in concert with Motorola Solutions. Of these acceptances, acceptances have been received in respect of, in aggregate, 32,581,226 Psion Shares (representing approximately 23.02 percent. of the existing issued share capital of Psion) which were subject to irrevocable undertakings procured by Motorola Solutions. In addition, Motorola Solutions also owns 14,077,244 Psion Shares (representing approximately 9.94 per cent. of the existing issued share capital of Psion). Accordingly, as at 1.00 p.m. on 2 August 2012, Motorola Solutions either owned or had received valid acceptances of the Offer in respect of a total of 112,353,624 Psion Shares (representing approximately 79.38 per cent. of the existing issued share capital of Psion). The percentages of Psion Shares referred to in this announcement are based upon a figure of 141,534,790 Psion Shares in issue on 2 August 2012. Extension of Offer The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. on 23 August 2012. Psion Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines: · If you are a holder of Psion Shares in certificated form, you should complete and return the Form of Acceptance, which accompanied the Offer Document, together with your original share certificates or other documents of title, to the Receiving Agent as soon as possible so it is received no later than 1.00 p.m. on 23 August 2012. · If you are a holder of Psion Shares in uncertificated form, that is, in CREST, your Electronic Acceptance should be made and settled, in accordance with the instructions set out in the Offer Document, as soon as possible and, in any event, no later than 1.00p.m. on 23 August 2012. Interests in Psion Shares Save as set out above, on 2 August 2012 (being the last practicable date prior to the publication of this announcement), neither Motorola Solutions, nor any person acting in concert with Motorola Solutions has any right to subscribe for any relevant securities of Psion nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Psion. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Psion and any borrowing or lending of any relevant securities of Psion which have not been on-lent or sold. Further information Psion Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares or any other correspondence in connection with the Offer that does not originate from Motorola Solutions, Psion, the Receiving Agent or Psion Shareholders' own stockbrokers. A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Motorola Solutions' website at www.motorolasolutions.com/disclosure and Psion's website at http://investorrelations.psion.com by no later than 12 noon on 6 August 2012. Enquiries: Motorola Solutions Nicholas Sweers (Public Relations) Tel: +1 847 450 4957 Simon Craddock (Public Relations) Tel: +44 (0)7738 928 092 Shep Dunlap (Investor Relations) Tel: +1 847 400 6291 Goldman Sachs International (financial adviser to Tel: +44 (0) 20 7774 1000 Motorola Solutions) Mark Sorrell Adrian Beidas Psion Tel: +44 (0) 20 7025 6860 John Conoley - CEO Adrian Colman - CFO Canaccord Genuity Hawkpoint (financial adviser Tel: +44 (0) 20 7665 4500 and Rule3 adviser to Psion) Simon Russell Alex Ballantine Canaccord Genuity (broker to Psion) Tel: +44 (0) 20 7523 8000 Erik Anderson Emma Gabriel Buchanan Communications Tel: +44 (0) 20 7466 5000 Charles Ryland Email: email@example.com Suzanne Brocks Louise Hadcocks Goldman Sachs International, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Motorola Solutions and no one else in connection with the Offer and will not be responsible to anyone other than Motorola Solutions for providing the protections afforded to clients of Goldman Sachs International nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement. Canaccord Genuity Hawkpoint Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Psion plc and no one else in connection with the Offer and will not be responsible to anyone other than Psion plc for providing the protections afforded to clients of Canaccord Genuity Hawkpoint Limited nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement. Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Psion plc and no one else in connection with the Offer and will not be responsible to anyone other than Psion plc for providing the protections afforded to clients of Canaccord Genuity Limited nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement. This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. The Offer is made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Psion Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Psion Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements and/or restrictions. Any failure to comply with these restrictions may constitute a violation of securities law of any such jurisdiction. To the fullest extent permitted by law, Motorola Solutions and Psion disclaim any responsibility or liability for the violation of such restrictions by such persons. This information is provided by RNS The company news service from the London Stock Exchange END OUPPTMTTMBMMTLT -0- Aug/03/2012 06:00 GMT
Motorola Solutions Offer Update
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