9th Nov 2016 07:00
9 November 2016
Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
This is an announcement falling under Rule 2.4 of the UK City Code on Takeovers and Mergers (the "Code"). It does not represent an announcement of a firm intention to make an offer under Rule 2.7 of the Code. Accordingly, there can be no certainty that an offer will be made.
Hytera Communications Corporation Limited
Possible offer for Sepura plc
The below statement (as translated from Mandarin language to English language) was made by Hytera Communications Corporation Limited ("Hytera" or the "Company") on the Shenzhen Stock Exchange (the "SZSE"), as required by applicable SZSE rules (the "SZSE Announcement"):
I. November 5, 2016 (Beijing Time), Sepura plc ("Sepura", Stock code: SEPU), a company listed on the London Stock Exchange, issued an announcement entitled "Possible Offer", the main contents of which were as follows:
1. The board of directors of Sepura confirmed that it is in preliminary talks with Hytera Communications Corporation Limited ("Hytera" or the "Company") in respect of a possible offer for the entire issued and to be issued share capital of Sepura;
2. Hytera has confirmed to the board of directors of Sepura that, in the event of a formal offer, such offer is likely to be solely in cash. However, there is no certainty that Hytera will make such an offer;
3. According to the relevant provisions of the UK City Code on Takeovers and Mergers (the "Code"), Hytera is required to either announce its firm intention to make a formal offer or to announce that it does not intend to make an offer, by 5 pm, December 2, 2016 (London Time). This deadline may be extended with the consent of the UK Panel on Takeovers and Mergers.
II. The Company confirms that it is in preliminary talks with Sepura in respect of a possible offer for the entire issued and to be issued share capital of Sepura and in the event of a formal offer, such offer is likely to be solely in cash.
III. Given the significant uncertainties in relation to the matter, the Company hereby discloses the risks as follows:
1. The matter is at a preliminary stage and only at the stage of preliminary talks, there are significant uncertainties as to whether or not the matter will proceed further;
2. The matter is at a preliminary stage and there are significant uncertainties as to whether the Company will make a formal offer to Sepura;
3. Hytera is listed on the Shenzhen Stock Exchange and is subject to PRC laws and regulation. Sepura is listed on the London Stock Exchange and is subject to UK laws and regulation. Any formal offer would also be subject to the Code. There are significant uncertainties as to whether the relevant approvals could be obtained in relation to the matter;
4. A formal offer would only be made following Hytera board approval;
5. The matter may require a range of regulatory approvals in the future which involve significant uncertainties;
6. The matter may require the Company and/or Sepura's shareholder approval which involve significant uncertainties;
7. The matter requires consideration to be payable in a foreign currency, i.e. there will be a requirement for funds in foreign currency and this will be subject to the risk of foreign currency fluctuations which involve significant uncertainties.
IV. Since Sepura has announced the aforementioned matter in an overseas market, to avoid information asymmetry and to protect the Chinese investors' right to receive information in a fair and timely manner, the Company hereby makes this risk disclosure notice. The Company reminds its investors that they should fully analyse the stock market risks and the risks disclosed above in order to make prudent decisions and rational investments.
V. According to information publicly disclosed, Sepura was founded in 2002 and specialises in digital radio products, mobile communications equipment and the provision of solutions services. As at the close of trading hours on November 7, 2016 (London time), the market capitalisation of Sepura was 80.49 million pounds sterling (equivalent to approximately RMB677 million) and its financial position for the most recent three years is as follows:
Unit:'000 Euro
2016 | 2015 | 2014 | |
Total Assets | 328,882 | 145,857 | 124,449 |
Total Liabilities | 191,026 | 61,235 | 49,054 |
Total Revenue | 189,723 | 131,160 | 116,645 |
Net profit | -10,852 | 15,076 | 13,130 |
Note: The accounting period for Sepura runs from April 1 to March 31 of the following year
Source: Public information available from Sepura and the London Stock Exchange's websites
Hytera also reminded its investors in the SZSE Announcement that the "Securities Times", the "Securities Daily", the "Shanghai Securities News" and the Juchao Information Network (www.cninfo.com.cn) are the statutory media for disseminating information regarding Hytera, and that Hytera shall disclose information on a timely basis and in strict compliance with the relevant laws and regulations.
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Hytera's website (www.hytera.com) no later than 12 noon (London time) on 10 November 2016.
The content of Hytera's website referred to in this announcement is not incorporated into and does not form part of this announcement.
Related Shares:
SEPU.L