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 OF SUCH JURISDICTION
For immediate release
2 April 2015, 7.00am
NETWORKERS INTERNATIONAL PLC
MATCHTECH GROUP PLC
(effected by means of a scheme of arrangement under Part 26 of the Companies Act)
COMPLETION OF ACQUISITION AND ADMISSION TO TRADING OF NEW MATCHTECH SHARES
On 28 January 2015, the Boards of Matchtech Group plc ("Matchtech" or the "Company") and Networkers International plc ("Networkers") announced that they had reached agreement on the terms of a recommended acquisition by which the entire issued and to be issued share capital of Networkers would be acquired by Matchtech, by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). Following Court approvals the Scheme became effective in accordance with its terms on 1 April 2015.
As consideration under the Scheme, the Company has issued and allotted 0.063256 New Matchtech Shares for every 1 Scheme Share held by Networkers Shareholders on the Networkers register at 6.00 p.m. on 31 March 2015. Accordingly, application has been made to the London Stock Exchange for the 5,439,189 New Matchtech Shares to be admitted to trading on AIM, with admission expected to take place at 8.00 a.m. today.
The New Matchtech Shares will be credited to CREST accounts as soon as possible after 8.00 a.m. today. Definitive certificates for the New Matchtech Shares will be despatched and the cash consideration due under the terms of the Scheme will be settled no later than 16 April 2015.
Following admission of the New Matchtech Shares, the Company's total issued share capital will comprise 30,406,006 ordinary shares of 1p each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the securities of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Terms and expressions used in this Announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document dated 12 February 2015.
Further details of the full timetable for completion of the Offer are included in the Scheme Document. Copies of the Scheme Document are available (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the Company's website at www.matchtechgroupplc.co.uk.
Brian Wilkinson, Chief Executive Officer of Matchtech, said:
"There are significant market opportunities for us as a specialist recruiter, of considerable scale and operating internationally. These are driven by the increasing convergence of Engineering, Technology and Telecoms skill sets, as well as the global demand for talent.
"Following the completion of the acquisition of Networkers, we are a significantly enhanced Group. We can now accelerate the delivery of our strategy, bringing together two complementary businesses that are leading market players in their own right. Furthermore, there is a clear appreciation, from management, staff and customers alike, of the benefits that come from combining candidate bases, expertise and geographical footprints.
"The new Executive Management Board is excited to now push ahead with plans to integrate the businesses. This will provide a greater client and candidate experience, while also delivering on our strategy to become the market leading specialist recruiter in engineering, telecoms and technology for the benefit of our employees and shareholders. All of this provides the Group with a strong platform for future growth."
Matchtech Group plc
Tel: +44 (0) 1489 898989
(Financial Adviser, NOMAD and Broker to Matchtech)
Tel: +44(0) 20 7260 1000
(PR adviser to Matchtech)
Tel: +44(0) 20 7680 6524
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 an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.
This Announcement does not constitute a prospectus or a prospectus equivalent document.
This Announcement has been prepared for the purpose of complying with English law 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 release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Persons who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay.
Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility and liability for the violation of such restrictions by any person.
Copies of this Announcement and all other documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. Further details in relation to overseas Networkers Shareholders are contained in the Scheme Document.
The Acquisition relates to the shares in an English company and is being made by means of a scheme of arrangement provided for under English company law. The scheme of arrangement relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standard applicable in the UK and may not be comparable to the financial statements of US companies.
This Announcement is not an offer of securities for sale in the United States. The New Matchtech Shares issued in connection with the Acquisition have not been, will not be and are not required to be registered with the US Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state, district or other jurisdiction of the United States, and may not be offered, sold, delivered or transferred except pursuant to an available exemption from or in a transaction not subject to the registration requirements of the US Securities Act and applicable US state securities laws.
Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the New Matchtech Shares or passed an opinion upon the fairness or merits of such securities or upon the accuracy or adequacy of the disclosures contained in this document. Any representation to the contrary is a criminal offence in the United States.
Forward Looking Statements
This Announcement contains certain forward-looking statements with respect to Matchtech and Networkers. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Matchtech Group; and (iii) the effects of government regulation on the business of the Matchtech Group.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements which refer only to the position as at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Matchtech or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Matchtech undertakes no obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.