BT Group PLC BT.A Recommended cash offer for Tikit Group plc
BT Group PLC (BT.A) - Recommended cash offer for Tikit Group plc
RNS Number : 0546R
BT Group PLC
14 November 2012
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
14 November 2012
RECOMMENDED CASH OFFER
for
TIKIT GROUP PLC
by
BRITISH TELECOMMUNICATIONS PLC
Summary
· The boards of directors of British Telecommunications plc ("BT")
and Tikit Group plc ("Tikit") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer by which the entire issued
and to be issued share capital of Tikit will be acquired by BT (the "Offer").
It is intended that the Offer be effected by way of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act.
· Under the terms of the Offer, each Scheme Shareholder will be
entitled to receive 416 pence in cash for each Tikit Share held at the Scheme
Record Time.
· The Offer values the issued and to be issued share capital of
Tikit at approximately £64.2 million.
· The price of 416 pence in cash for each Scheme Share represents a
premium of approximately:
· 18 per cent. to the closing price of 354 pence per Tikit Share on 13
November 2012, the Business Day immediately prior to the Announcement Date;
· 26 per cent. to the average closing price of 330 pence per Tikit Share
over the three month period ended 13 November 2012; and
· 29 per cent. to the average closing price of 323 pence per Tikit Share
over the six month period ended 13 November 2012.
· The Offer enables BT to combine the strengths of Tikit's
expertise, portfolio, relationships and deep understanding of the needs of the
legal sector with BT's scale and breadth of products, creating a
differentiated offering with the ability to supply, install, support and fix
mission-critical IT applications and ICT infrastructure through a single point
of contact.
· The directors of Tikit, who have been so advised by Investec,
consider the terms of the Offer to be fair and reasonable. Accordingly, the
directors of Tikit intend unanimously to recommend that Tikit Shareholders
vote in favour of the Scheme at the Court Meeting and in favour of the
resolutions to be proposed at the General Meeting, as each director of Tikit
has irrevocably undertaken to do in respect of their own Tikit Shares and
those of their family members, being, in aggregate, a total of 1,030,370 Tikit
Shares, representing approximately 7.0 per cent. of the existing issued share
capital of Tikit. In providing its advice, Investec has taken into account the
commercial assessments of the directors of Tikit.
· It is expected that the Scheme Document, containing further
information about the Offer and notices of the Court Meeting and General
Meeting, together with the Forms of Proxy, will be posted to Tikit
Shareholders and (for information only) participants in the Tikit Share
Schemes by 21 November 2012 and that the Scheme will be effective by 18
January 2013, subject to the satisfaction of all relevant conditions,
including the Conditions and certain further terms set out in Appendix 1 to
this announcement.
· Commenting on the Offer, Gavin Patterson, Chief Executive Officer
of BT Retail said:
"Tikit represents a highly complementary fit with BT Retail's existing IT
strategy and strengthens our position in the provision of ICT services to
legal firms in the UK. The Offer will enable us to combine Tikit's expertise,
portfolio, relationships and deep understanding of the legal sector with BT
Retail's scale and breadth of products. Together, we expect to deliver a truly
differentiated offering with the capacity to supply, install and support
mission-critical IT applications and ICT infrastructure through a single point
of contact."
· Commenting on the Offer, Mike McGoun, Non-Executive Chairman of
Tikit said:
"We firmly believe that this transaction is in the best interests of our
shareholders and employees. BT will enable Tikit to continue to grow and
better service the needs of its clients. The board of directors unanimously
recommends that shareholders vote in favour of the resolutions."
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement, including the Appendices. The Offer will
be subject to the Conditions and certain further terms set out in Appendix 1
and to the full terms and conditions to be set out in the Scheme Document.
Appendix 2 sets out the sources and bases of certain financial and other
information contained in this announcement. Appendix 3 contains details of the
irrevocable undertakings given to BT. Appendix 4 contains the definitions of
certain terms used in this announcement.
Enquiries
BT plc
Dan
Thomas
Tel: +44 (0)20 7356 5369
Press Office
Damien
Maltarp
Tel: +44 (0)20 7356 4909
Investor Relations
BofA Merrill Lynch
Tel: +44 (0)20
7996 1000
(financial adviser to BT plc)
Ian Ferguson
Ken McLaren
Andrew Tusa
Tikit Group
plc Tel:
+44 (0)20 7400 3737
Mike McGoun, Non-Executive Chairman
David Lumsden, Chief Executive Officer
Mike Kent, Finance Director
Investec Bank plc
Tel: +44 (0)20 7597 4000
(financial adviser, nominated adviser and broker to Tikit Group plc)
Andrew Pinder
Junya Iwamoto
Carlton Nelson
Tavistock Communciations
Tel: +44 (0)20 7920 3150
(public relations adviser to Tikit Group plc)
John West
Further information
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, pursuant to the Offer or otherwise; nor shall there be any sale,
issuance or transfer of securities of Tikit in any jurisdiction in
contravention of applicable law. The Offer will be made solely by means of the
Scheme Document, which will contain the full terms and conditions of the
Offer, including details of how to vote in respect of the Offer. Any vote in
respect of the Scheme or other response in relation to the Offer should be
made only on the basis of the information contained in the Scheme Document.
Please be aware that addresses, electronic addresses and certain other
information provided by Tikit Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Tikit may be
provided to BT during the offer period as required under Section 4 of Appendix
4 of the Code to comply with Rule 2.12(c).
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of
America Corporation, is acting exclusively for BT in connection with the Offer
and no‑one else and will not be responsible to anyone other than BT for
providing the protections afforded to clients of BofA Merrill Lynch or for
providing advice in relation to the Offer or any other matter referred to in
this announcement.
Investec Bank plc ("Investec") is acting exclusively for Tikit in connection
with the Offer and no‑one else and will not be responsible to anyone other
than Tikit for providing the protections afforded to clients of Investec or
for providing advice in relation to the Offer or any other matter referred to
in this announcement.
Overseas jurisdictions
The availability of the Offer to Tikit Shareholders who are not resident in
and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Further
details in relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such 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. This announcement has been prepared for the
purposes of complying with English law, the AIM Rules, the rules of the 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 of England.
The Offer will not be made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this announcement and formal documentation relating to
the Offer will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would
violate the laws of that jurisdiction.
US Holders should note that the Offer relates to the securities of a UK
company, is subject to UK disclosure requirements (which are different from
those of the US) and is proposed to be implemented under a scheme of
arrangement provided for under English company law. A transaction effected by
means of a scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Exchange Act. Accordingly, the Scheme will be
subject to UK disclosure requirements and practices, which are different from
the disclosure requirements of the US proxy solicitation or tender offer
rules. The financial information included in this announcement and the Scheme
documentation has been or will have been prepared in accordance with
International Financial Reporting Standards and thus may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the US. If BT exercises its right to implement the acquisition of the Tikit
Shares by way of a takeover offer, such offer will be made in compliance with
applicable US tender offer and securities laws and regulations to the extent
applicable.
The receipt of cash pursuant to the Offer by a US Holder as consideration for
the cancellation of its Scheme Shares pursuant to the Scheme may be a taxable
transaction for US federal income tax purposes and under applicable US state
and local, as well as foreign and other, tax laws. Each Tikit Shareholder is
urged to consult his independent professional adviser immediately regarding
the tax consequences of the Offer applicable to him.
It may be difficult for US Holders to enforce their rights and claims arising
out of the US federal securities laws, since BT and Tikit are located in
countries other than the US and some or all of their officers and directors
may be residents of countries other than the US. US Holders may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Offer and other information
published by BT and Tikit contain statements which are, or may be deemed to
be, "forward-looking statements". Forward-looking statements are prospective
in nature and are not based on historical facts, but rather on current
expectations and projections of the management of BT and Tikit about future
events and are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed or
implied by the forward-looking statements. The forward-looking statements
contained in this announcement include statements relating to the expected
effects of the Offer on BT and Tikit, the expected timing and scope of the
Offer and other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Although BT and Tikit believe that the expectations reflected in such
forward-looking statements are reasonable, BT and Tikit can give no assurance
that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include the satisfaction of the Conditions, as well as
additional factors, such as: local and global political and economic and
general financial market conditions; significant price discounting by
competitors; changes in consumer habits and preferences; foreign exchange rate
fluctuations and interest rate fluctuations (including those from any
potential credit rating decline); legal or regulatory developments and
changes; the outcome of any litigation; the impact of any acquisitions or
similar transactions; competitive product and pricing pressures; success of
business and operating initiatives; changes in the level of capital
investment; selection by BT of the appropriate trading and marketing models
for its products and services; technological innovations, including the cost
of developing new products, networks and solutions and the need to increase
expenditures for improving the quality of service; prolonged adverse weather
conditions resulting in a material increase in overtime, staff or other costs;
developments in the convergence of technologies; the anticipated benefits and
advantages of new technologies, products and services, and demand for bundled
services, not being realised; the timing of entry and profitability of BT in
certain communications markets; significant changes in BT's market shares; the
underlying assumptions and estimates made in respect of major customer
contracts proving unreliable; and the aims of the BT Global Services
restructuring programme not being achieved. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors. Neither BT nor Tikit, 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 announcement
will actually occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements attributable to BT
or Tikit or any of their respective members, directors, officers or employees
or any persons relying on their behalf are expressly qualified in their
entirety by the cautionary statement above. Other than in accordance with
their legal or regulatory obligations (including under the AIM Rules and the
Disclosure and Transparency Rules of the FSA), neither BT or Tikit is under
any obligation, and BT and Tikit expressly disclaim any intention or
obligation, to update or revise any forward-looking statements, 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 one per cent.
or more of any class of relevant securities of an offeree company or of any
paper 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 paper 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 paper 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 paper offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a paper 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
one per cent. or more of any class of relevant securities of the offeree
company or of any paper offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any paper
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
paper offeror, 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 paper 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on website
A copy of this announcement will be made available on BT's website at
www.bt.com/investor and Tikit's website at www.tikit.com/investors by no later
than 12 noon on 15 November 2012.
Any person to whom this announcement is sent may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) by contacting the company secretary of Tikit during business
hours on +44 (0) 207 400 3737 or by submitting a request in writing to the
company secretary of Tikit at Tikit Group plc, 12 Gough Square, London, EC4A
3DW. It is important to note that unless such a request is made, a hard copy
of this announcement and any such information incorporated by reference in it
will not be sent to any such person. Any person to whom this announcement is
sent may also request that all future documents, announcement and information
sent to that person in relation to the Offer be in hard copy form.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, Tikit confirms that it has
14,727,649 Tikit Shares in issue. The International Securities Identification
Number for Tikit Shares is GB0030494537.
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
14 November 2012
RECOMMENDED CASH OFFER
for
TIKIT GROUP PLC
by
BRITISH TELECOMMUNICATIONS PLC
1. Introduction
The boards of directors of British Telecommunications plc ("BT") and Tikit
Group plc ("Tikit") are pleased to announce that they have reached agreement
on the terms of a recommended cash offer by which the entire issued and to be
issued share capital of Tikit will be acquired by BT (the "Offer"). It is
intended that the Offer will be effected by way of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act.
2. The Offer
Under the terms of the Offer, which will be subject to the Conditions and
further terms set out in Appendix 1to this announcement and to be set out in
the Scheme Document, Scheme Shareholders at the Scheme Record Time will be
entitled to receive:
416 pence in cash for each Scheme Share
The Offer values the entire issued and to be issued share capital of Tikit at
approximately £64.2 million.
The price of 416 pence in cash for each Scheme Share represents a premium of
approximately:
· 18 per cent. to the closing price of 354 pence per Tikit Share on 13
November 2012, the Business Day immediately prior to the Announcement Date;
· 26 per cent. to the average closing price of 330 pence per Tikit Share
over the three month period ended 13 November 2012; and
· 29 per cent. to the average closing price of 323 pence per Tikit Share
over the six month period ended 13 November 2012.
3. Background to and reasons for the Offer
The acquisition of Tikit offers a highly complementary fit to BT's existing IT
strategy and strengthens BT's position in the provision of ICT services to the
UK business market. Since its inception in 1994, Tikit has grown to become a
leading independent supplier of technology solutions and services to legal and
accountancy firms in the UK, with an attractive client list and recurring
revenue streams. The intellectual property owned and created by Tikit is
critical to its sales and relationships, both of which BT views as being a key
part of its overall strategy for the Tikit business. A combination with BT
would enable Tikit to take the business to the next stage of its development
with a parent group able to provide both balance sheet strength and a wider
product offering.
The Offer enables BT to combine the strengths of Tikit's expertise, portfolio,
relationships and deep understanding of the needs of the legal sector with
BT's scale and breadth of products, creating a differentiated offering with
the ability to supply, install, support and fix mission-critical IT
applications and ICT infrastructure through a single point of contact. This
offering would assist BT in enhancing its share of revenues for traditional
communications services and networked IT services and position it as the
supplier of choice for emerging propositions.
Tikit will join a portfolio of six other separately-managed businesses within
BT Enterprises, a division of BT Retail. Each of these businesses operates
predominantly on a standalone basis and benefits from the ability of the BT
brand to provide IT, communications and network services directly to its
customer base.
4. Recommendation
The directors of Tikit, who have been so advised by Investec, consider the
terms of the Offer to be fair and reasonable. Accordingly, the directors of
Tikit intend unanimously to recommend that Tikit Shareholders vote in favour
of the Scheme at the Court Meeting and in favour of the resolutions to be
proposed at the General Meeting, as each director of Tikit has irrevocably
undertaken to do in respect of their own Tikit Shares and those of their
family members, being, in aggregate, a total of 1,030,370 Tikit Shares,
representing approximately 7.0 per cent. of the existing issued share capital
of Tikit. In providing its advice, Investec has taken into account the
commercial assessments of the directors of Tikit.
5. Background to and reasons for the recommendation
Following the approach by BT, the directors of Tikit held detailed discussions
regarding the terms of a potential acquisition of Tikit by BT. These
discussions have resulted in the Offer at a price of 416 pence in cash per
Scheme Share.
The board of directors of Tikit has evaluated proposals on behalf of Tikit
Shareholders as a whole. Whilst the board of directors of Tikit believes that
Tikit's prospects as an independent company remain strong, it also recognises
the benefits achievable by combining Tikit with BT. The directors of Tikit
believe that Tikit will benefit from being part of BT, and in particular that
the Offer will give Tikit significantly more ability to grow its business than
would be possible if Tikit remained as an independent company. The Offer will
also enable Tikit to provide customers with access to a wider range of
services.
The board of directors of Tikit considers that whilst there is potential for
future growth in equity value for investors, any such future growth is
uncertain. The board of directors of Tikit believes that Scheme Shareholders
should be given the opportunity to realise this value from their investment in
cash immediately, at an attractive premium. The consideration offered under
the Offer represents a premium of 18 per cent. to the closing price of 354
pence per Tikit Share on 13 November 2012, the Business Day immediately prior
to the Announcement Date, 26 per cent. to the average closing price of 330
pence per Tikit Share over the three month period ended 13 November 2012 and
29 per cent. to the average closing price of 323 pence per Tikit Share over
the six month period ended 13 November 2012.
Accordingly, the board of directors of Tikit believes that the Offer is in the
best interests of Scheme Shareholders, and unanimously recommends that Tikit
Shareholders vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, as they have irrevocably
undertaken to do in respect of their own Tikit Shares and those of their
family members, representing, in aggregate, approximately 7.0 per cent. of the
existing issued share capital of Tikit.
6. Irrevocable undertakings
BT has received irrevocable undertakings to vote in favour of the Scheme at
the Court Meeting and in favour of the resolutions to be proposed at the
General Meeting and, if the Offer is subsequently structured as a Takeover
Offer, to accept any such Takeover Offer made by BT from the directors of
Tikit in respect of their entire beneficial holdings and those of their family
members amounting to 1,030,370 Tikit Shares, representing, in aggregate,
approximately 7.0 per cent. of the existing issued share capital of Tikit.
Further details of these irrevocable undertakings are set out in Appendix 3 to
this announcement.
7. Information relating to BT
BT is one of the world's leading communications services companies, serving
the needs of customers in the UK and in more than 170 countries worldwide. Its
main activities are providing and managing data and voice networks and
providing a range of services over these networks.
In the UK, BT is a communications services provider, selling products and
services to consumers and small and medium-sized enterprises. In the UK and
globally, BT is a provider of managed networked IT services for many of the
largest multinational corporations, domestic businesses and national and local
government organisations. BT also sells wholesale telecoms services to
communications providers in the UK and around the world.
In the year ended 31 March 2012, BT's revenue was £18.9 billion (after
specific items), with profit before taxation of £2.7 billion (after specific
items).
Listed on stock exchanges in London and New York, BT Group plc is the holding
company for an integrated group of businesses that provides communications
solutions and services in the UK and globally. BT holds virtually all
businesses and assets of the BT Group.
8. Information relating to Tikit
Established in 1994 and listed on AIM in 2001, Tikit is an independent
provider of IT software, solutions, consultancy and services to legal and
accounting firms in the UK, North America and mainland Europe. It has provided
services to more than 1,100 clients, including many of the largest law firms
in the UK and the US and a number of large accountancy firms in the UK. Tikit
employs around 200 people in the UK, Spain, France and North America.
Tikit combines its understanding of the technology needs of legal firms with a
broad portfolio of software, solutions and services to match those needs.
Tikit provides a broad range of IT solutions and services, including financial
and practice management, content management, document production, customer
relationship management and infrastructure services.
In the year ended 31 December 2011, Tikit Group's revenue was £26.4 million
with profit before taxation of £4.8 million (before amortisation of
intangibles and share-based charges).
9. Tikit current trading and prospects
On 12 September 2012, Tikit announced its unaudited interim results for the
six months ended 30 June 2012. It reported revenues of £13.4 million and
profit before tax of £2.4 million (before amortisation of intangibles and
share-based charges). As at 30 June 2012, net assets were £18.7 million and
included net cash of £6.6 million.
Tikit's financial performance since 30 June 2012 has been in line with the
board of directors of Tikit's expectations. The financial performance of Tikit
Inc., Tikit's Canadian subsidiary, for the three years ended 31 December 2013
is such that the company may not be required to pay the remaining deferred
consideration of C$1.5 million in full under the terms of the Acquisition
Agreement.
10. Management and employees
BT respects and attaches great importance to the skills and experience of
Tikit's management and employees, which have been key to Tikit's growth.
BT expects to retain the executive management team following completion of the
Offer to help with the successful transition of the business. BT does not
currently have in place any definitive plans with respect to the length of
time the executive management team will remain with the business and
discussions with the executive management team on this subject remain
on-going.
As the footprints of BT and Tikit have limited geographic and client overlap
and based on current economic conditions, it is not currently anticipated that
there will be any significant reduction in Tikit headcount as a result of the
Offer. However, following completion of the Offer, BT intends to carry out a
strategic review of Tikit's operations to enable a successful transition into
BT. At this stage, no decisions have been made by BT in relation to this
review, which may or may not, result in changes to the number of employees,
changes to locations from where the business operates or a redeployment of
Tikit's fixed assets.
BT confirms that, following completion of the Offer, the existing employment
rights, including pension rights, of the employees of Tikit will be fully
safeguarded.
The non-executive directors of Tikit have agreed to resign as members of the
Tikit board of directors immediately prior to the Scheme becoming effective.
11. Amendment to Tikit Long Term Incentive Plan 2010 and bonuses
Certain directors and employees of Tikit are entitled to an award of shares
under Tikit's Long Term Incentive Plan 2010 and/or an award of cash under its
annual bonus scheme. The vesting amount of both awards is subject to certain
performance criteria being met which would, in the ordinary course, be
determined by reference to its audited financial results for the year ended 31
December 2012.
As it is expected that the Scheme will become effective by 18 January 2013,
Tikit's audited financial results would not be available by that date and
accordingly, it will be unable to determine, in the ordinary course, the
extent to which the performance conditions have been satisfied.
On 13 November 2012, the Remuneration Committee considered the outstanding
Long Term Incentive Plan 2010 awards and payment of the annual bonuses and
determined that the unaudited financial information currently available to
Tikit would be used to determine that the performance criteria had been met in
full. In respect of Tikit's Long Term Incentive Plan 2010, the rules relating
to the vesting of the options granted thereunder were amended at the
Remuneration Committee meeting such that, conditional upon the Court sanction
of the Scheme, but to take effect immediately prior to such Court sanction,
the options will vest in full and participants in Tikit's Long Term Incentive
Plan 2010 (which include certain directors of Tikit) will, as a result, be
entitled to exercise such options on or following Court sanction. In respect
of the payment of the annual cash bonuses, the Remuneration Committee approved
the payment of amounts set out below. The payment of the cash bonuses is
conditional upon the Scheme becoming effective in accordance with its terms.
Name Cash Bonus
David Lumsden £65,252
Mike Kent £56,552
Simon Hill £48,939
Mike McGoun £30,000
12. Tikit Share Schemes
The Offer will extend to any Tikit Shares unconditionally allotted, issued or
transferred pursuant to the exercise of options or the vesting of awards under
the Tikit Share Schemes prior to the Scheme Record Time. Participants in the
Tikit Share Schemes will be contacted regarding the effect of the Offer on
their rights and appropriate proposals will be made to such participants in
due course. Details of these proposals will be set out in the Scheme Document
and in separate letters to be sent to participants in the Tikit Share Schemes.
13. Financing
The cash consideration payable by BT under the terms of the Offer will be
funded from BT's existing cash resources.
BofA Merrill Lynch confirms that it is satisfied that resources are available
to BT to satisfy in full the consideration payable under the terms of the
Scheme.
14. Offer-related arrangements
On 8 October 2012, BT Group plc and Tikit entered into a confidentiality and
standstill agreement in a customary form in relation to the Offer, pursuant to
which BT Group plc undertook, subject to certain exceptions, to:
· keep confidential information relating to Tikit and not disclose it to
third parties;
· not use, and procure that no other member of the BT Group use,
confidential information directly or indirectly to solicit or entice away or
endeavour to solicit or entice away:
§ any person employed by Tikit or by any member of the Tikit Group at any time
during the course of discussions regarding the Offer; or
§ any distributor, agent, customer, supplier of Tikit or of any other member
of the Tikit Group.
The standstill provision contained in the confidentiality and standstill
agreement ceased to apply on the release of this announcement. Except where
otherwise specified, the remaining obligations in the confidentiality and
standstill agreement terminate on the earlier of 12 months from the date of
the confidentiality and standstill agreement and completion of the Offer.
15. Structure of the Offer
It is intended that the Offer will be effected by means of a Court-sanctioned
scheme of arrangement between Tikit and the Scheme Shareholders, under Part 26
of the Companies Act. The procedure involves, among other things, an
application by Tikit to the Court to sanction the Scheme and to confirm the
cancellation of the existing Tikit Shares, in consideration for which the
Scheme Shareholders will receive cash on the basis described in paragraph 2
above. The purpose of the Scheme is to provide for BT to become the owner of
the entire issued and to be issued share capital of Tikit.
The Scheme is subject to the Conditions and certain further terms referred to
in Appendix 1 to this announcement and to be set out in the Scheme Document,
and it will only become effective if, among other things, the following events
occur on or before the Long Stop Date or such later date (if any) as BT and
Tikit may, with the consent of the Panel, agree and (if required) the Court
may approve:
· a resolution to approve the Scheme is passed by a majority in number of
the Scheme Shareholders who are on the register of members of Tikit at the
Scheme Voting Record Time present and voting, either in person or by proxy,
representing three-quarters or more in value of the Scheme Shares held by
those Scheme Shareholders at the Court Meeting (or at any adjournment thereof)
and such Court Meeting being held no later than 14 January 2013 or such later
date (if any) as BT and Tikit may agree;
· the Special Resolutions necessary to implement the Scheme and to sanction
the related Capital Reduction, as set out in the notice of General Meeting,
must be passed by the requisite majorities of Tikit Shareholders at the
General Meeting (or at any adjournment thereof) and such General Meeting being
held no later than 14 January 2013 or such later date (if any) as BT and Tikit
may agree; and
· the Scheme is sanctioned and the related Capital Reduction confirmed by
the Court (in either case, without modification or with modification on terms
acceptable to BT and Tikit) and
§ office copies of the Scheme Court Order and the Reduction Court Order (with
the Statement of Capital attached to it) are delivered to the Registrar of
Companies; and
§ in relation to the Capital Reduction, if required by the Court, the
Reduction Court Order is registered by the Registrar of Companies.
Upon the Scheme becoming effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) share certificates in respect of Tikit
Shares will cease to be valid and entitlements to Tikit Shares held within the
CREST system will be cancelled.
If the Scheme does not become effective on or before the Long Stop Date it
will lapse and the Offer will not proceed (unless the Panel otherwise
consents).
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the General Meeting. The Scheme Document will
also contain the expected timetable for the Offer, and will specify the
necessary actions to be taken by Tikit Shareholders. The Scheme Document will
be posted to Tikit Shareholders and, for information only, to persons with
information rights and to holders of options (or other awards) granted under
the Tikit Share Schemes, as soon as practicable. Subject, amongst other
things, to the satisfaction or waiver of the Conditions, it is expected that
the Scheme will become effective by 18 January 2013.
16. Delisting and re-registration
Prior to the Effective Date, Tikit will make an application to the London
Stock Exchange for the cancellation of the admission to trading of the Tikit
Shares on AIM.
Accordingly, if the Scheme is approved by Tikit Shareholders and sanctioned by
the Court, the last day of dealings in Tikit Shares on AIM is expected to be
the Business Day immediately prior to the Reduction Court Hearing and no
transfers will be registered after 6.00 p.m. on that date.
It is also proposed, as part of the application to Court in connection with
the Scheme, to seek an order of the Court pursuant to section 651 of the
Companies Act to re-register Tikit as a private limited company.
17. Disclosure of interests in Tikit Securities
As at the close of business on 13 November 2012, being the latest practicable
date prior to the Announcement Date, save for the irrevocable undertakings
referred to in paragraph 6 above, neither BT, nor any of the BT directors,
nor, so far as BT is aware, any person acting, or deemed to be acting, in
concert with BT:
· had an interest in, or right to subscribe for, relevant securities of
Tikit;
· had any short position in (whether conditional or absolute and whether
in the money or otherwise), including any short position under a derivative,
any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery of, relevant securities of Tikit;
· had procured an irrevocable commitment or letter of intent to accept or
vote in favour of the Offer in respect of relevant securities of Tikit; or
· had borrowed or lent any Tikit Shares.
Furthermore, no arrangement exists with BT or any person acting in concert
with BT in relation to the Tikit Shares. For these purposes "arrangement"
includes any indemnity or option arrangement, any agreement or any
understanding, formal or informal, of whatever nature, relating to Tikit
Shares which may be an inducement to deal or refrain from dealing in such
securities.
18. Overseas shareholders
The availability of the Offer or the distribution of this announcement to
Tikit Shareholders who are not resident in the UK may be affected by the laws
of their relevant jurisdiction. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Tikit Shareholders who are in any doubt regarding such matters
should consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.
This announcement does not constitute an offer for sale for any securities or
an offer or an invitation to purchase any securities. Tikit Shareholders are
advised to read carefully the Scheme Document and related Forms of Proxy once
these have been dispatched.
19. Documents on display
Copies of the following documents will, by no later than 12 noon on 15
November 2012, be published on Tikit's website at www.tikit.com/investors and
BT's website at www.bt.com/investor until the end of the Offer:
· the irrevocable undertakings referred to in paragraph 6 above and
summarised in Appendix 3 to this announcement; and
· the confidentiality and standstill agreement referred to in paragraph 14
above.
20. General
The Offer will be subject to the Conditions, certain further terms set out in
Appendix 1 and the further terms and conditions set out in the Scheme Document
when issued.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the Code, the Panel, the London Stock Exchange
and the FSA.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2. Certain terms used in this
announcement are defined in Appendix 4.
Enquiries
BT plc
Dan
Thomas
Tel: +44 (0)20 7356 5369
Press Office
Damien
Maltarp
Tel: +44 (0)20 7356 4909
Investor Relations
BofA Merrill Lynch
Tel: +44 (0)20
7996 1000
(financial adviser to BT plc)
Ian Ferguson
Ken McLaren
Andrew Tusa
Tikit Group
plc Tel:
+44 (0)20 7400 3737
Mike McGoun, Non-Executive Chairman
David Lumsden, Chief Executive Officer
Mike Kent, Finance Director
Investec Bank
plc Tel: +44
(0)20 7597 4000
(financial adviser, nominated adviser and broker to Tikit Group plc)
Andrew Pinder
Junya Iwamoto
Carlton Nelson
Tavistock Communciations
Tel: +44 (0)20 7920 3150
(public relations adviser to Tikit Group plc)
John West
Further information
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, pursuant to the Offer or otherwise; nor shall there be any sale,
issuance or transfer of securities of Tikit in any jurisdiction in
contravention of applicable law. The Offer will be made solely by means of the
Scheme Document, which will contain the full terms and conditions of the
Offer, including details of how to vote in respect of the Offer. Any vote in
respect of the Scheme or other response in relation to the Offer should be
made only on the basis of the information contained in the Scheme Document.
Please be aware that addresses, electronic addresses and certain other
information provided by Tikit Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Tikit may be
provided to BT during the offer period as required under Section 4 of Appendix
4 of the Code to comply with Rule 2.12(c).
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of
America Corporation, is acting exclusively for BT in connection with the Offer
and no‑one else and will not be responsible to anyone other than BT for
providing the protections afforded to clients of BofA Merrill Lynch or for
providing advice in relation to the Offer or any other matter referred to in
this announcement.
Investec Bank plc ("Investec") is acting exclusively for Tikit in connection
with the Offer and no‑one else and will not be responsible to anyone other
than Tikit for providing the protections afforded to clients of Investec or
for providing advice in relation to the Offer or any other matter referred to
in this announcement.
Overseas jurisdictions
The availability of the Offer to Tikit Shareholders who are not resident in
and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Further
details in relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such 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. This announcement has been prepared for the
purposes of complying with English law, the AIM Rules, the rules of the 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 of England.
The Offer will not be made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this announcement and formal documentation relating to
the Offer will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would
violate the laws of that jurisdiction.
US Holders should note that the Offer relates to the securities of a UK
company, is subject to UK disclosure requirements (which are different from
those of the US) and is proposed to be implemented under a scheme of
arrangement provided for under English company law. A transaction effected by
means of a scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Exchange Act. Accordingly, the Scheme will be
subject to UK disclosure requirements and practices, which are different from
the disclosure requirements of the US proxy solicitation or tender offer
rules. The financial information included in this announcement and the Scheme
documentation has been or will have been prepared in accordance with
International Financial Reporting Standards and thus may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the US. If BT exercises its right to implement the acquisition of the Tikit
Shares by way of a takeover offer, such offer will be made in compliance with
applicable US tender offer and securities laws and regulations to the extent
applicable.
The receipt of cash pursuant to the Offer by a US Holder as consideration for
the cancellation of its Scheme Shares pursuant to the Scheme may be a taxable
transaction for US federal income tax purposes and under applicable US state
and local, as well as foreign and other, tax laws. Each Tikit Shareholder is
urged to consult his independent professional adviser immediately regarding
the tax consequences of the Offer applicable to him.
It may be difficult for US Holders to enforce their rights and claims arising
out of the US federal securities laws, since BT and Tikit are located in
countries other than the US and some or all of their officers and directors
may be residents of countries other than the US. US Holders may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Offer and other information
published by BT and Tikit contain statements which are, or may be deemed to
be, "forward-looking statements". Forward-looking statements are prospective
in nature and are not based on historical facts, but rather on current
expectations and projections of the management of BT and Tikit about future
events and are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed or
implied by the forward-looking statements. The forward-looking statements
contained in this announcement include statements relating to the expected
effects of the Offer on BT and Tikit, the expected timing and scope of the
Offer and other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects" or "does not expect", "is expected", "is
subject to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Although BT and Tikit believe that the expectations reflected in such
forward-looking statements are reasonable, BT and Tikit can give no assurance
that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include the satisfaction of the Conditions, as well as
additional factors, such as: local and global political and economic and
general financial market conditions; significant price discounting by
competitors; changes in consumer habits and preferences; foreign exchange rate
fluctuations and interest rate fluctuations (including those from any
potential credit rating decline); legal or regulatory developments and
changes; the outcome of any litigation; the impact of any acquisitions or
similar transactions; competitive product and pricing pressures; success of
business and operating initiatives; changes in the level of capital
investment; selection by BT of the appropriate trading and marketing models
for its products and services; technological innovations, including the cost
of developing new products, networks and solutions and the need to increase
expenditures for improving the quality of service; prolonged adverse weather
conditions resulting in a material increase in overtime, staff or other costs;
developments in the convergence of technologies; the anticipated benefits and
advantages of new technologies, products and services, and demand for bundled
services, not being realised; the timing of entry and profitability of BT in
certain communications markets; significant changes in BT's market shares; the
underlying assumptions and estimates made in respect of major customer
contracts proving unreliable; and the aims of the BT Global Services
restructuring programme not being achieved. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors. Neither BT nor Tikit, 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 announcement
will actually occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements attributable to BT
or Tikit or any of their respective members, directors, officers or employees
or any persons relying on their behalf are expressly qualified in their
entirety by the cautionary statement above. Other than in accordance with
their legal or regulatory obligations (including under the AIM Rules and the
Disclosure and Transparency Rules of the FSA), neither BT or Tikit is under
any obligation, and BT and Tikit expressly disclaim any intention or
obligation, to update or revise any forward-looking statements, 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 one per cent.
or more of any class of relevant securities of an offeree company or of any
paper 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 paper 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 paper 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 10^th Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on the 10^th
Business Day following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a paper 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
one per cent. or more of any class of relevant securities of the offeree
company or of any paper offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any paper
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
paper offeror, 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 paper 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on website
A copy of this announcement will be made available on BT's website at
www.bt.com/investor and Tikit's website at www.tikit.com/investors by no later
than 12 noon on 15 November 2012.
Any person to whom this announcement is sent may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) by contacting the company secretary of Tikit during business
hours on +44 (0) 207 400 3737 or by submitting a request in writing to the
company secretary of Tikit at Tikit Group plc, 12 Gough Square, London, EC4A
3DW. It is important to note that unless such a request is made, a hard copy
of this announcement and any such information incorporated by reference in it
will not be sent to any such person. Any person to whom this announcement is
sent may also request that all future documents, announcement and information
sent to that person in relation to the Offer be in hard copy form.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, Tikit confirms that it has
14,727,649 Tikit Shares in issue. The International Securities Identification
Number for Tikit Shares is GB0030494537.
Appendix 1
CONDITIONS AND CERTAIN FURTHER TERMS
OF THE SCHEME AND THE OFFER
A. Conditions to the Scheme and Offer
1. The Offer will be conditional upon the Scheme becoming
unconditional and becoming effective, subject to the provisions of the Code,
by no later than the Long Stop Date or such later date (if any) as BT and
Tikit may, with the consent of the Panel, agree and (if required) the Court
may approve.
2. The Scheme will be conditional upon:
(a) approval of the Scheme by a majority in number of the Scheme
Shareholders who are on the register of members of Tikit at the Scheme Voting
Record Time present and voting, either in person or by proxy, representing
three-quarters or more in value of the Scheme Shares held by those Scheme
Shareholders at the Court Meeting (or at any adjournment thereof) and such
Court Meeting being held no later than 14 January 2013 or such later date (if
any) as BT and Tikit may agree;
(b) all resolutions in connection with and required to approve and
implement the Scheme, as set out in the notice of the General Meeting
(including, without limitation, the Special Resolutions), being duly passed by
the requisite majorities at the General Meeting (or at any adjournment
thereof) and such General Meeting being held no later than 14 January 2013 or
such later date (if any) as BT and Tikit may agree; and
(c) the sanction of the Scheme and the confirmation of the Capital
Reduction involved therein by the Court (in either case, without modification
or with modification on terms acceptable to BT and Tikit) and
(i) the delivery of office copies of the Scheme Court Order and the
Reduction Court Order (with the Statement of Capital attached thereto) to the
Registrar of Companies; and
(ii) in relation to the Capital Reduction, if required by the
Court, the Reduction Court Order being registered by the Registrar of
Companies.
3. In addition, BT and Tikit have agreed that, subject as stated in
Part B below, the Offer will be conditional upon the following Conditions and,
accordingly, the Scheme Court Order and the Reduction Court Order will not be
delivered to the Registrar of Companies unless such Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:
(a) no Third Party having intervened (as defined below) and there not
continuing to be outstanding any statute, regulation or order of any Third
Party, in each case which would or might reasonably be expected to:
(i) make the Offer or its implementation or the acquisition or
proposed acquisition by BT or any member of the BT Group of any shares or
other securities in, or control or management of, Tikit or any member of the
Tikit Group void, illegal or unenforceable under the laws of any relevant
jurisdiction, or to otherwise directly or indirectly restrain, prevent,
prohibit, restrict or delay the same or impose additional conditions or
obligations with respect to the Offer or such acquisition, or otherwise
impede, challenge or interfere with the Offer or such acquisition, or require
amendment to the terms of the Offer or the acquisition or proposed acquisition
of any Tikit Shares or the acquisition of control or management of Tikit or
the Tikit Group by BT or any member of the BT Group;
(ii) limit or delay, or impose any material limitations on, the
ability of any member of the BT Group or any member of the Tikit Group to
acquire or to hold or to exercise effectively, directly or indirectly, all or
any rights of ownership in respect of shares or other securities in, or to
exercise voting or management control over, any member of the Tikit Group or
any member of the BT Group;
(iii) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the BT Group of any
shares or other securities in Tikit;
(iv) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the BT Group or by any
member of the Tikit Group of all or any portion of their respective
businesses, assets or properties or limit the ability of any of them to
conduct any of their respective businesses or to own or control any of their
respective assets or properties or any part thereof;
(v) except pursuant to sections 974 to 991 of the Companies Act,
require any member of the BT Group or of the Tikit Group to acquire, or to
offer to acquire, any shares or other securities (or the equivalent) in any
member of either group owned by any third party (other than in connection with
the implementation of the Scheme or Offer);
(vi) limit the ability of any member of the BT Group or of the Tikit
Group to conduct or integrate or co‑ordinate its business, or any part of it,
with the businesses or any part of the businesses of any other member of the
BT Group or of the Tikit Group;
(vii) result in any member of the Tikit Group ceasing to be able to
carry on business under any name under which it presently does so; or
(viii) otherwise adversely affect any or all of the business, assets,
profits, financial or trading position of any member of the Tikit Group or of
the BT Group,
to an extent in each case which is material in the context of the Tikit Group
or the BT Group in each case taken as a whole and all applicable waiting and
other time periods (including any extensions thereof) during which any Third
Party could intervene under the laws of any relevant jurisdiction having
expired, lapsed or been terminated;
(b) all material notifications and material filings which are necessary
in connection with the Offer having been made, all necessary waiting and other
time periods (including any extensions of such waiting and other time periods)
under any applicable legislation or regulation of any relevant jurisdiction
having expired, lapsed or been terminated (as appropriate) and all material
statutory or material regulatory obligations in any relevant jurisdiction
having been complied with, in each case in connection with the Offer or the
acquisition or proposed acquisition of any shares or other securities in, or
control or management of, Tikit or any other member of the Tikit Group by any
member of the BT Group or the carrying on by any member of the Tikit Group of
its business;
(c) all Authorisations which are necessary in any relevant jurisdiction
for or in respect of the Offer or the acquisition or proposed acquisition of
any shares or other securities in, or control or management of, Tikit or any
other member of the Tikit Group by any member of the BT Group or the carrying
on by any member of the Tikit Group of its business having been obtained, in
terms and in a form reasonably satisfactory to BT, from all appropriate Third
Parties or from any persons or bodies with whom any member of the Tikit Group
has entered into contractual arrangements and all such Authorisations
remaining in full force and effect at the time the Offer becomes wholly
unconditional and there being no notice of any intention to revoke, suspend,
restrict, modify or not to renew any of the same, in each case where the
absence of such Authorisation would have a material adverse effect on the
Tikit Group or the BT Group in each case taken as a whole;
(d) since 31 December 2011 and except as Disclosed, there being no
provision of any arrangement, agreement, licence, permit, franchise or other
instrument to which any member of the Tikit Group is a party, or by or to
which any such member or any of its assets is or are or may be bound, entitled
or subject, which, in each case, as a consequence of the Offer or the
acquisition or proposed acquisition of any shares or other securities in, or
control of, Tikit or any other member of the Tikit Group by any member of the
BT Group or otherwise, would or might reasonably be expected to result in, to
an extent in each case which is or would be material in the context of the
Tikit Group taken as a whole:
(i) any monies borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any member of the Tikit
Group being or becoming repayable or capable of being declared repayable
immediately or prior to its stated maturity date or repayment date or the
ability of any member of the Tikit Group to borrow monies or incur any
indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interests of any member of the Tikit Group or any such mortgage, charge or
other security interest (wherever created, arising or having arisen) becoming
enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of any member
of the Tikit Group thereunder, being or becoming capable of being terminated
or adversely modified or affected or any adverse action being taken or any
obligation or liability arising thereunder;
(iv) any asset or interest of any member of the Tikit Group being or
falling to be disposed of or charged or ceasing to be available to any member
of the Tikit Group or any right arising under which any such asset or interest
could be required to be disposed of or could cease to be available to any
member of the Tikit Group in each case other than in the ordinary course of
business;
(v) any member of the Tikit Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) the creation of liabilities (actual or contingent) by any
member of the Tikit Group other than to trade creditors or other liabilities
incurred in the ordinary course of business;
(vii) the rights, liabilities, obligations or interests of any member
of the Tikit Group under any such arrangement, agreement, licence, permit,
franchise or other instrument or the interests or business of any such member
in or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interests or business) being terminated or
adversely modified or affected; or
(viii) the financial or trading position or the value of any member of
the Tikit Group being prejudiced or adversely affected,
and no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit or other instrument would or might
reasonably be expected to, result in any of the events or circumstances which
are referred to in paragraphs (i) to (viii) of this Condition (d), to an
extent in each case which is material in the context of the Tikit Group taken
as a whole;
(e) since 31 December 2011 and except as Disclosed, no member of the
Tikit Group having:
(i) issued or agreed to issue, or authorised the issue of,
additional shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such
shares or convertible securities or transferred or sold any shares out of
treasury, other than as between Tikit and any of its wholly‑owned subsidiaries
or between such subsidiaries and any shares issued or shares transferred from
treasury upon the exercise of any options granted under any of the Tikit Share
Schemes;
(ii) purchased, redeemed or repaid any of its own shares or other
securities or reduced or except in respect of the matters mentioned in
sub-paragraph (e)(i) above, made any other change to any part of its share
capital other than pursuant to the implementation of the Scheme or Offer;
(iii) save for the interim dividend of 3 pence per Tikit Share paid
on 12 October 2012, recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend or other distribution whether
payable in cash or otherwise or made any bonus issue (other than to Tikit or a
wholly‑owned subsidiary of Tikit);
(iv) other than as between Tikit and any of its wholly‑owned
subsidiaries or between such subsidiaries, made or authorised any change in
its loan capital;
(v) except for transactions in the ordinary course of business or
between Tikit and any of its wholly-owned subsidiaries or between such
subsidiaries, merged with, demerged or acquired any body corporate,
partnership or business or acquired or disposed of or transferred, mortgaged,
charged or created any security interest over any assets or any right, title
or interest in any assets (including shares in any undertaking and trade
investments) or authorised the same, to an extent in each case which is
material in the context of the Tikit Group taken as a whole;
(vi) issued or authorised the issue of, or made any change in or to,
any debentures or become subject to any contingent liability or incurred or
increased any indebtedness (other than trade credit incurred in the ordinary
course of business) other than as between Tikit and any of its wholly‑owned
subsidiaries or between such subsidiaries, to an extent in each case which is
material in the context of the Tikit Group taken as a whole;
(vii) entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or which
is reasonably likely to involve an obligation of such nature or magnitude;
(B) is reasonably likely to restrict the business of any member of the
Tikit Group; or
(C) is other than in the ordinary course of business,
to an extent in each case which is material in the context of the Tikit Group
taken as a whole;
(viii) other than pursuant to the Offer (and except for transactions
in the ordinary course of business or between Tikit and any of its
wholly‑owned subsidiaries or between such subsidiaries), entered into,
implemented, effected or authorised any merger, demerger, reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement in
respect of itself or another member of the Tikit Group, to an extent in each
case which is material in the context of the Tikit Group taken as a whole;
(ix) entered into or varied the terms of, any contract, agreement or
arrangement with any of the directors or senior executives of any member of
the Tikit Group;
(x) taken any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made for
its winding‑up (voluntarily or otherwise), dissolution or reorganisation or
for the appointment of a receiver, administrator, administrative receiver,
trustee or similar officer of all or any material part of its assets and
revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction, to an extent in each case which is
material in the context of the Tikit Group taken as a whole;
(xi) been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on
all or a substantial part of its business;
(xii) other than in respect of claims between Tikit and any
wholly-owned subsidiaries of Tikit, waived or compromised any claim which is
material in the context of the Tikit Group taken as a whole;
(xiii) other than as a result of the Special Resolutions, made any
alteration to its memorandum or articles of association;
(xiv) made or agreed or consented to:
(A) any material change to:
(I) the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants;
(II) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(III) the basis on which qualification for, or accrual or entitlement
to such benefits or pensions are calculated or determined; or
(IV) the basis upon which the liabilities (including pensions) or such
pension schemes are funded, valued or made, or
(B) any change to the trustees including the appointment of a trust
corporation;
(xv) proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Tikit Group (in a
manner which is material in the context of the Tikit Group taken as a whole);
or
(xvi) entered into any agreement, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) or
announced any intention with respect to any of the transactions, matters or
events referred to in this Condition (e);
(f) since 31 December 2011 and except as Disclosed:
(i) there having been no adverse change or deterioration in the
business, assets, financial or trading positions or profit of any member of
the Tikit Group to an extent in each case which is material in the context of
the Tikit Group taken as a whole;
(ii) no contingent or other liability of any member of the Tikit
Group having arisen or become apparent or increased, other than in the
ordinary course of business, to an extent in each case which is material in
the context of the Tikit Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Tikit Group is or may become a
party (whether as plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Tikit Group to an extent in each
case which is material in the context of the Tikit Group taken as a whole;
(iv) other than as a result of the Offer, no enquiry or
investigation by, or complaint or reference to, any Third Party having been
threatened, announced, implemented, instituted by or against or remaining
outstanding against or in respect of any member of the Tikit Group to an
extent in each case which is material in the context of the Tikit Group taken
as a whole; and
(v) no member of the Tikit Group having conducted its business in
breach of any applicable laws and regulations to an extent in each case which
is material in the context of the Tikit Group taken as a whole;
(g) Save as Disclosed, BT not having discovered:
(i) that any financial or business or other information concerning
the Tikit Group disclosed publicly at any time by or on behalf of any member
of the Tikit Group is misleading or contains any misrepresentation of fact or
omits to state a fact necessary to make any information contained therein not
misleading and which was not subsequently corrected before the Announcement
Date by disclosure either publicly or otherwise to BT, to an extent which is
material in the context of the Tikit Group taken as a whole;
(ii) that any member of the Tikit Group is, other than in the
ordinary course of business, subject to any liability (actual or contingent)
which is not disclosed in Tikit's annual report and accounts for the financial
year ended 31 December 2011 to an extent which is material in the context of
the Tikit Group taken as a whole; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Tikit Group to an
extent which is material in the context of the Tikit Group taken as a whole;
(h) Save as Disclosed, BT not having discovered:
(i) that any past or present member of the Tikit Group has not
complied with any applicable legislation or regulations of any jurisdiction
with regard to the use, treatment, handling, storage, transport, release,
disposal, discharge, spillage, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human
health, or otherwise relating to environmental matters or the health and
safety of any person, or that there has otherwise been any such use,
treatment, handling, storage, transport, release, disposal, discharge,
spillage, leak or emission (whether or not this constituted a non‑compliance
by any person with any legislation or regulations and wherever the same may
have taken place) which, in any case, would be reasonably likely to give rise
to any liability (whether actual or contingent) or cost on the part of any
member of the Tikit Group to an extent in each case which is material in the
context of the Tikit Group taken as a whole;
(ii) that there is, or is reasonably likely to be, any liability,
whether actual or contingent, to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any past or
present member of the Tikit Group or any other property or any controlled
waters under any environmental legislation, regulation, notice, circular,
order or other lawful requirement of any relevant authority or third party or
otherwise to an extent in each case which is material in the context of the
Tikit Group taken as a whole; or
(iii) that circumstances exist whereby a person or class of persons
would be likely to have a claim in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the Tikit Group to an extent in
each case which is or would be material in the context of the Tikit Group
taken as a whole; and
(i) since 31 December 2011 and except as Disclosed, no circumstance
having arisen or event having occurred in relation to any intellectual
property owned, used or licensed by the Tikit Group or to any third parties,
including:
(i) any member of the Tikit Group losing its title to any
intellectual property or any intellectual property owned by the Tikit Group
being revoked, cancelled or declared invalid;
(ii) any agreement regarding the use of any intellectual property
licensed to or by any member of the Tikit Group being terminated or varied; or
(iii) any claim being filed suggesting that any member of the Tikit
Group infringed the intellectual property rights of a third party or any
member of the Tikit Group being found to have infringed the intellectual
property rights of a third party,
in each case to an extent which is material in the context of the Tikit Group
taken as a whole.
For the purpose of these Conditions:
(a) "Third Party" means any central bank, government, government
department or governmental, quasi‑governmental, supranational, statutory,
regulatory, environmental or investigative body, authority (including any
national or supranational anti-trust or merger control authority), court,
trade agency, association, institution or professional or environmental body
or any other person or body whatsoever in any relevant jurisdiction,
including, for the avoidance of doubt, the Panel;
(b) a Third Party shall be regarded as having "intervened" if it has
decided to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference (and, in each case, not having
withdrawn the same) or made, proposed or enacted any statute, regulation,
decision or order (and, in each case, not having withdrawn the same) or taken
any measures or other steps or required any action to be taken or information
to be provided or otherwise having done anything and "intervene" shall be
construed accordingly;
(c) "Authorisations" means authorisations, orders, grants,
recognitions, determinations, certificates, confirmations, consents, licences,
clearances, permissions and approvals;
(d) "Disclosed" means the information: (a) which has been Publicly
Announced or (b) which has been fairly disclosed in writing (including in the
electronic data room established by the Tikit Group in connection with the
Offer) by or on behalf of Tikit to BT, BT Group or any of their professional
advisers engaged in connection with the Offer prior to 5.00 p.m. on 13
November 2012;
(e) "Publicly Announced" means disclosed in (a) Tikit's annual report
and accounts for the year ended 31 December 2011; (b) Tikit's interim results
for the six months ended 30 June 2012; or (c) any public announcement by Tikit
prior to 5.00 p.m. on 13 November 2012 (made by delivery of an announcement to
a Regulatory Information Service); and
(f) "Regulatory Information Service" means a service approved by the
London Stock Exchange for the distribution to the public of announcements and
included within the list maintained on the London Stock Exchange's website.
B. Certain further terms of the Scheme and the Offer
Subject to the requirements of the Panel, BT reserves the right in its sole
discretion to waive:
(a) the deadlines set out in Condition 2 for the timing of the Court
Meeting and the General Meeting; and
(b) all or any of Conditions 3(a) to 3(i) (inclusive) in whole or in
part,
and to proceed with the Scheme prior to the fulfilment, satisfaction or waiver
of any of the Conditions 3(a) to 3(i) (inclusive).
BT shall be under no obligation to waive (if capable of waiver), to determine
to be or remain satisfied or to treat as fulfilled any of conditions 3(a) to
3(i) (inclusive) by a date earlier than the latest date specified above for
the fulfilment of that condition, notwithstanding that the other Conditions
may at such earlier date have been waived or fulfilled and that there are, at
such earlier date, no circumstances indicating that any Condition may not be
capable of fulfilment.
BT reserves the right to elect to implement the Offer by way of a takeover
offer (as defined in Part 28 of the Companies Act), subject to the Panel's
consent. In such event, such takeover offer will be implemented on the same
terms and conditions (subject to appropriate amendments, including (without
limitation) an acceptance condition set at 90 per cent. (or such lower
percentage (being more than 50 per cent.) as BT may decide (in each case,
subject to the Panel's consent)) of the shares to which such takeover offer
relates, so far as applicable, as those which would apply to the Scheme
("Takeover Offer Acceptance Condition").
If the Panel requires BT to make an offer or offers for any Tikit Shares under
the provisions of Rule 9 of the Code, BT may make such alterations to the
Conditions as are necessary to comply with the provisions of that Rule.
The Offer will be subject, inter alia, to the Conditions and certain further
terms which are set out in this Appendix 1 and those terms which will be set
out in the Scheme Document and such further terms as may be required to comply
with the AIM Rules and the provisions of the Code.
The Offer will lapse if the acquisition of Tikit by BT is referred to the
Competition Commission before the date of the Court Meeting.
Save to the extent they are cancelled pursuant to the Scheme, Tikit Shares
will be acquired by BT fully paid and free from all liens, equitable
interests, charges, encumbrances and other third party rights of any nature
whatsoever and together with all rights attaching to them, including the right
to receive and retain all dividends and distributions (if any) declared, made
or payable after the date of this announcement.
This announcement and any rights or liabilities arising hereunder, the Offer,
the Scheme and any proxies will be governed by English law and be subject to
the jurisdiction of the courts of England and Wales. The Scheme will be
subject to the applicable requirements of the Code, the Panel, the London
Stock Exchange and the FSA.
The availability of the Offer to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. Any persons who are subject
to the laws of any jurisdiction other than the UK should inform themselves
about and observe any applicable requirements. Further information in relation
to overseas shareholders will be contained in the Scheme Document.
Under Rule 13.5 of the Code, BT may not invoke a Condition so as to cause the
Offer not to proceed, to lapse or to be withdrawn unless the circumstances
which give rise to the right to invoke the Condition are of material
significance to BT in the context of the Offer and the Panel consents to such
right being invoked. The Conditions contained in paragraphs 1 and 2 of Part A
and, if applicable, the Takeover Offer Acceptance Condition set out in Part B
are not subject to this provision of the Code.
Under Rule 13.6 of the Code, Tikit may not invoke, or cause or permit BT to
invoke, any Condition unless the circumstances which give rise to the right to
invoke the Condition are of material significance to the Tikit Shareholders in
the context of the Offer.
Each of the Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition.
Appendix 2
BASES AND SOURCES
(a) On 13 November 2012 options (and awards) have been granted under
the Tikit Share Schemes in respect of 1,346,606 Tikit Shares. It is intended
that the 652,037 Tikit Shares held by Tikit's employee benefit trust on 13
November 2012 will be utilised to satisfy options exercised under the Tikit
Share Schemes. Accordingly, the value placed by the Offer on the existing
issued and to be issued share capital of Tikit is based upon the 14,727,649
Tikit Shares in issue on 13 November 2012 and the 694,569 Tikit Shares which
are not in issue on 13 November 2012, which are the subject of options (or
awards) granted under the Tikit Share Schemes and which will not be satisfied
on exercise from Tikit Shares held by the Tikit employee benefit trust.
(b) The market prices of the Tikit Shares are the closing middle market
quotations as derived from the Daily Official List.
(c) For the purposes of comparison to the Offer price, the average
closing prices of 354 pence per Tikit Share on 13 November 2012, the Business
Day immediately prior to the Announcement Date; 330 pence per Tikit Share over
the three month period ended 13 November 2012 and 323 pence per Tikit Share
over the six month period ended 13 November 2012 are rounded to the nearest
whole number.
(d) Unless otherwise stated, the financial information relating to BT
has been extracted (without material adjustment) from the audited consolidated
financial statements for BT for the year ended 31 March 2012.
(e) Unless otherwise stated, the financial information relating to the
Tikit Group has been extracted (without material adjustment) from the audited
consolidated financial statements for the Tikit Group for the year ended 31
December 2011.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Directors of Tikit
The following directors of Tikit have given irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the General Meeting and, if the Offer is subsequently structured
as a Takeover Offer, to accept any Takeover Offer made by BT, in relation to
the following Tikit Shares:
Name Number of Tikit Shares Percentage of issued share capital of
Tikit (excluding shares under option)
Mike McGoun^1 537,253 3.65
David Lumsden^2 271,123 1.84
Mike Kent^3 10,000 0.07
Simon Hill 170,494 1.16
Nicholas Briant 6,500 0.04
Neville Davis 35,000 0.24
Notes:
1 The irrevocable undertaking given by Mike McGoun relates to
316,620 Tikit Shares beneficially owned by members of his immediate family.
All of the Tikit Shares which are the subject of the irrevocable undertaking
given by Mike McGoun are registered in the name of Fitel Nominees Limited.
2. The irrevocable undertaking given by David Lumsden relates to
149,167 Tikit Shares beneficially owned by members of his immediate family and
registered in the name of Rock (Nominees) Limited. 37,298 Tikit Shares which
are the subject of the irrevocable undertaking given by David Lumsden are
registered in the name of Brewin Nominees Limited.
3. The Tikit Shares the subject of the irrevocable undertaking
given by Mike Kent are registered in the name of Rock (Nominees) Limited.
In addition to the amounts set out above, each of David Lumsden, Mike Kent,
Simon Hill and Neville Davis have given irrevocable undertakings on the same
terms in respect of 310,000, 230,000, 220,000 and 25,000 Tikit Shares in
respect of which they, respectively, have an interest pursuant to the Tikit
Share Schemes to the extent such Tikit Shares are acquired by them.
Each irrevocable undertaking shall lapse on the date falling 12 months after
the date of the irrevocable undertaking, and prior to such date, if, inter
alia:
(a) BT announces, with the consent of the Panel, that it does not
intend to proceed with the Scheme and no Takeover Offer or revised or
replacement Scheme is announced in accordance with Rule 2.7 of the Code at the
same time;
(b) the Scheme lapses or is withdrawn and no Takeover Offer or revised
or replacement Scheme has been announced, in accordance with Rule 2.7 of the
Code, in its place or is announced, in accordance with Rule 2.7 of the Code,
at the same time; and
(c) BT announces publicly that it is implementing the Offer by way of
the Takeover Offer and such Takeover Offer:
(i) does not become wholly unconditional on or before the date
being six months following the publication of the offer document in respect of
such Takeover Offer; or
(ii) closes or lapses.
Appendix 4
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise.
"£" or "pence" the lawful currency of the UK
"Acquisition Agreement" the acquisition agreement between Tikit Inc. and the
vendors of 3371611 Canada Inc., trading as PensEra
Knowledge Techologies, and 3427331 Canada Inc. dated
29 October 2010 in respect of the acquisition by
Tikit Inc. of the entire issued share capital of
each of 3371611 Canada Inc., trading as PensEra
Knowledge Techologies, and 3427331 Canada Inc.
"AIM" the market of that name operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by the London
Stock Exchange, as amended from time to time
"Announcement Date" 14 November 2012
"BT" British Telecommunications plc
"BT Group" BT Group plc and its subsidiary undertakings
"BofA Merrill Lynch" Merrill Lynch International, a subsidiary of Bank of
America Corporation
"Business Day" any day (excluding any day which is a Saturday,
Sunday or public holiday in England and Wales) on
which banks in the City of London are open for
general banking business
"C$" the lawful currency of Canada
"Capital Reduction" the proposed reduction of Tikit's share capital
under Chapter 10 of Part 17 of the Companies Act by
the cancellation of the Scheme Shares to be effected
as part of the Scheme
"Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 2006
"Conditions" the conditions to the implementation of the Offer
(including the Scheme) as set out in Appendix 1 to
this announcement and to be set out in the Scheme
Document
"Court" the High Court of Justice of England and Wales
"Court Meeting" the meeting(s) of the Scheme Shareholders (and any
adjournment thereof) to be convened by order of the
Court pursuant to section 896 of the Companies Act,
notice of which will be set out in the Scheme
Document, for the purpose of considering and if
thought fit approving the Scheme (with or without
amendment)
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI
2001/3755)) in respect of which Euroclear UK &
Ireland Limited is the Operator (as defined in such
Regulations) in accordance with which securities may
be held and transferred in uncertificated form
"Daily Official List" the daily official list of the London Stock Exchange
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Code
containing details of dealings in interests in
relevant securities of a party to an offer
"Effective Date" the date upon which the Scheme becomes effective in
accordance with its terms
"Forms of Proxy" the forms of proxy in connection with each of the
Court Meeting and the General Meeting, which shall
accompany the Scheme Document
"FSA" the Financial Services Authority
"General Meeting" the general meeting of Tikit (and any adjournment
thereof) to be convened in connection with the
Scheme and the Capital Reduction, notice of which
will be set out in the Scheme Document
"ICT" information and communication technology
"Investec" Investec Bank plc
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" the date falling six months after the Announcement
Date
"Offer" the direct or indirect acquisition of the entire
issued and to be issued share capital of Tikit by BT
(other than Tikit Shares already held by BT, if any)
at a cash price of 416 pence per Tikit Share to be
implemented by way of the Scheme (including, where
the context so requires, any subsequent revision,
variation, extension or renewal of such offer which
Tikit and BT may agree) or (should BT so elect,
subject to the consent of the Panel) by way of the
Takeover Offer
"Opening Position has the meaning given in Rule 8 of the Code
Disclosure"
"Panel" the Panel on Takeovers and Mergers
"Reduction Court Hearing" the hearing by the Court of the application to
confirm the Capital Reduction
"Reduction Court Order" the order of the Court, to be granted at the
Reduction Court Hearing, confirming the Capital
Reduction
"Registrar of Companies" the Registrar of Companies in England and Wales
"Remuneration Committee" the remuneration committee of the Tikit board of
directors
"Scheme" the scheme of arrangement proposed to be made under
Part 26 of the Companies Act to effect the Offer
between Tikit and the Scheme Shareholders, the full
terms of which will be set out in the Scheme
Document, with or subject to any modification,
addition or condition which Tikit and BT may agree
and if required, the Court may approve or impose
"Scheme Court Order" the order of the Court sanctioning the Scheme under
Part 26 of the Companies Act
"Scheme Document" the document to be sent to (among others) Tikit
Shareholders containing and setting out, among other
things, the full terms and conditions of the Scheme
and containing the notices convening the Court
Meeting and General Meeting
"Scheme Record Time" the time and date specified in the Scheme Document,
expected to be 6.00 p.m. on the Business Day
immediately prior to the date on which the Reduction
Court Order is made
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" the Tikit Shares:
(a) in issue as at the date of the Scheme
Document;
(b) (if any) issued after the date of the
Scheme Document and prior to the Scheme Voting
Record Time; and
(c) (if any) issued on or after the Scheme
Voting Record Time and at or prior to the Scheme
Record Time either on terms that the original or any
subsequent holders thereof shall be bound by the
Scheme or in respect of which the holders thereof
shall have agreed in writing to be bound by the
Scheme,
but in each case other than Tikit Shares registered
in the name of, or beneficially owned by, BT or any
other member of the BT Group (if any)
"Scheme Voting Record the time and date specified in the Scheme Document
Time" by reference to which entitlement to vote on the
Scheme will be determined
"Special Resolutions" the special resolutions to be proposed by Tikit at
the General Meeting in connection with, among other
things, the approval of the Scheme and confirmation
of the Capital Reduction, the alteration of Tikit's
articles of association and such other matters as
may be necessary to implement the Offer and the
delisting of the Tikit Shares
"Statement of Capital" the statement of capital (approved by the Court)
showing, with respect to Tikit's share capital, as
altered by the Reduction Court Order, the
information required by section 649 of the Companies
Act
"Takeover Offer" if (subject to the consent of the Panel) BT elects
to effect the Offer by way of a takeover offer, the
recommended cash offer to be made by or on behalf of
BT to acquire the entire issued and to be issued
share capital of Tikit for 416 pence per Tikit Share
on the terms and subject to the conditions to be set
out in the related offer document
"Tikit" Tikit Group plc
"Tikit Group" Tikit and its subsidiary undertakings
"Tikit Shareholders" the registered holders of Tikit Shares from time to
time
"Tikit Share Schemes" the Tikit Group plc Approved Share Option Scheme
2005 (as amended), the Tikit Limited Approved Share
Option Scheme 2000, the Tikit Group plc 2000
Enterprise Management Incentive (EMI) Option Scheme
(as amended) (including unapproved options granted
on the same terms as that scheme), the Tikit
Enterprise Management Incentive Plan 2008 (as
amended) and the Tikit Long Term Incentive Plan 2010
"Tikit Shares" the ordinary shares of 10 pence each in the capital
of Tikit
"UK" the United Kingdom of Great Britain and Northern
Ireland
"United States" or "US" the United States of America, its territories and
possessions, any state of the United States and the
District of Columbia
"US Exchange Act" the United States Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder
"US Holders" holders of Tikit Shares ordinarily resident in the
US or with a registered address in the US, and any
custodian, nominee or trustee holding Tikit Shares
for persons in the US or with a registered address
in the US
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking", "associated undertaking" have the meanings given by the
Companies Act.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the Announcement Date. All references to time in this announcement are
to London time unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFLFFEVLVLVLIF -0- Nov/14/2012 07:01 GMT
Sponsored Links
Advertisement
Advertisements
Sponsored Links
Advertisement
Rate this Page