This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.
IndigoVision Group plc
Scottish Equity Partners statement on IndigoVision Group plc
23 December 2011
Scottish Equity Partners ("SEP") wishes to clarify its position in relation to IndigoVision Group plc ("IndigoVision" or the "Company") following recent press speculation.
SEP confirms that it has previously held discussions with Oliver Vellacott regarding a possible offer for IndigoVision.
These discussions were initiated when Mr Vellacott was the Company's chief executive and on the understanding that they were taking place with the full knowledge and consent of the Company's chairman.
SEP subsequently made a number of approaches to the Company's board of directors, culminating in a proposal to acquire the entire share capital of the Company at a price of 265 pence per share on 24 November 2011. This valued the Company at an approximate 28% premium to the closing share price of 207.5 pence on 23 November 2011. The proposal was rejected by the Company on 25 November 2011 and later on the same day the Company issued a trading statement to the market. SEP's proposal was not communicated to shareholders. SEP understands from Mr Vellacott that he was not involved in board deliberations in relation to the 265 pence per share proposal made by SEP or in relation to announcements subsequently made by the Company to the market.
SEP's rationale for its approach was that following discussions with institutional shareholders it believed investors would welcome the opportunity for liquidity.
On 16 December 2011, SEP acquired 500,000 ordinary shares in the Company through a wholly owned company called Kuiper Limited, and consequently is now interested in approximately 6.6% of the Company's issued share capital. Mr Vellacott is interested in approximately 22.9% of the Company's issued share capital. Together, SEP and Mr Vellacott's shares in the Company represent in aggregate approximately 29.5% of the Company's issued share capital.
Following recent developments, SEP is considering its position in order to decide whether or not to make a further proposal to the Company.
In accordance with Rule 2.6(a) of the Code, SEP intends to confirm its intentions in relation to the Company, one way or the other, by not later than 5.00 p.m. on 20 January 2011, and either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code. In the meantime, because the Company is now in an offer period under the Code, SEP has asked Mr Vellacott to formally withdraw his requisition for a general meeting. Mr Vellacott has agreed to SEP's request and has confirmed that he will formally notify the Company of this decision.
Shareholders should note that this announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.
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 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 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 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 1% 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 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 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. 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.