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Posts: 261
Opinion: No Opinion
Posted: November 1, 2017
RNS Number : 2165V
Imagination Technologies Group PLC
01 November 2017
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
1 November 2017
RECOMMENDED CASH ACQUISITION
of
Imagination Technologies Group plc
by
CBFI Investment Limited
a wholly-owned subsidiary of funds managed by
Canyon Bridge Capital Partners, LLC
Revised Timetable
On 22 September 2017, Imagination Technologies Group plc ("Imagination") and CBFI Investment Limited, a newly incorporated company ("CBFI"), indirectly owned by Canyon Bridge Fund I, LP ("Canyon Bridge"), a fund managed by U.S. headquartered Canyon Bridge Capital Partners, LLC announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Imagination will be acquired by CBFI (the "Acquisition") by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On 31 October 2017 Imagination announced that the requisite shareholder majorities to approve the Scheme and the Acquisition at the Court Meeting and the Imagination General Meeting had been obtained.
Next steps and timetable
The Scheme remains subject to the sanction by the Court at the Court hearing to sanction the Scheme and the satisfaction or (if capable of waiver) the waiver of the remaining Conditions to the Scheme (as set out in the Scheme Document).
The board of directors of Imagination now expects completion of the Acquisition to be on the following timetable:
Event
Expected time/date(1)
Court hearing to sanction the Scheme
Thursday 2 November 2017
Last day of dealings in Imagination Shares
Thursday 2 November 2017
Dealings in Imagination Shares suspended in London
7.30 a.m. on Friday 3 November 2017
Scheme Record Time
6.00 p.m. on Friday 3 November 2017
Effective Date of the Scheme
Friday 3 November 2017
De-listing of Imagination Shares
8.00.a.m on Monday 6 November 2017
Despatch of cheques and crediting of CREST for cash consideration due under the Scheme
By 17 November 2017
(1) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on when the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Imagination will give notice of any change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to Imagination Shareholders and persons with information rights.
Unless otherwise defined, all capitalised terms in this announcement (the "Announcement") shall have the meaning given to them in the Scheme Document.
Posts: 261
Opinion: No Opinion
Posted: October 9, 2017
RNS Number : 0004T
Imagination Technologies Group PLC
09 October 2017
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
FOR IMMEDIATE RELEASE
9 October 2017
RECOMMENDED CASH ACQUISITION
of
Imagination Technologies Group plc
by
CBFI Investment Limited
a wholly-owned subsidiary of funds managed by
Canyon Bridge Capital Partners, LLC
Publication of Scheme Document
On 22 September 2017, Imagination Technologies Group plc ("Imagination") and CBFI Investment Limited, a newly incorporated company ("CBFI"), indirectly owned by Canyon Bridge Fund I, LP ("Canyon Bridge"), a fund managed by U.S. headquartered Canyon Bridge Capital Partners, LLC announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Imagination will be acquired by CBFI (the "Acquisition"). The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Imagination and Canyon Bridge are pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy, is being published and posted today to Imagination Shareholders and, for information only, to persons with information rights and holders of options and awards granted under the Imagination Share Plans.
The Scheme Document will be made available on Imagination's website at https://www.imgtec.com/sales-process/ and Canyon Bridge's website at www.canyonbridge.com/#in-the-news/.
Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.
Notice of the Court Meeting and Imagination General Meeting
As described in the Scheme Document, to become effective the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present and voting (either in person or by proxy) at the Court Meeting representing not less than 75 per cent. in value of the relevant Scheme Shares voted, and the passing of the Special Resolution. The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.
Notices of the Court Meeting and the Imagination General Meeting, which will be held at Clifford Chance LLP, 10 Upper Bank St, Canary Wharf, London E14 5JJ on 31 October 2017, are set out in the Scheme Document. The Court Meeting will commence at 9.00 a.m. and the Imagination General Meeting at 9.15 a.m. (or, if later, as soon as the Court Meeting has concluded or been adjourned).
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of voting Scheme Shareholders' opinion. Voting Imagination Shareholders are therefore strongly advised to complete, sign and return their blue Form of Proxy (once received) or to appoint a proxy electronically using the instructions set out in the Form of Proxy (once received) as soon as possible.
Timetable
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of Imagination Shareholders at the Court Meeting and the Imagination General Meeting and the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out the Scheme Document), the Scheme is expected to become Effective in early-mid November 2017.
If the Scheme is approved as outlined above, from close of business on the Business Day prior to the Effective Date trading of Imagination Shares on the London Stock Exchange's main market for listed securities will be suspended. It is intended that, following the Scheme becoming Effective, the London Stock Exchange and the FCA will be requested respectively to cancel trading in Imagination Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Imagination Shares from the Official List, in each case on or shortly after the Effective Date.
The dates given are based on Imagination's current expectations and may be subject to change. If any of the key dates set out in the timetable change, Imagination will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will be made available on both Imagination's website at https://www.imgtec.com/sales-process/ and Canyon Bridge's website at www.canyonbridge.com/#in-the-news/. All Imagination Shareholders have the right to attend the Court hearing.