공고 • Jul 03
Intelligent Safety Electronics Pte. Ltd completed the acquisition of FireAngel Safety Technology Group plc (AIM:FA.) from FireAngel Directors namely; Andrew Blazye, Zoe Fox, Neil Radley and Graham Whitworth, Downing LLP, Canaccord Genuity Group Inc. (TSX:CF) and other shareholders.
Intelligent Safety Electronics Pte. Ltd reached an agreement to acquire FireAngel Safety Technology Group plc (AIM:FA.) from FireAngel Directors namely; Andrew Blazye, Zoe Fox, Neil Radley and Graham Whitworth, Downing LLP, Canaccord Genuity Group Inc. (TSX:CF) and other shareholders for £18.5 million on June 6, 2023. Under the terms of the offer, the shareholders of FireAngel will be entitled to receive 7.40 pence per share in cash for each FireAngel share. The consideration payable under the offer will be funded out of ISE's existing cash resources which have been made available to it by Siterwell as a capital contribution. The FireAngel Directors unanimously approved the transaction. The offer is conditional upon valid acceptances of the offer being received which, together with FireAngel shares already held by ISE, will result in holding, in aggregate, not less than 90% of the voting rights of FireAngel and subject to certain regulatory conditions. Upon reaching 90% stake in FireAngel, ISE has a right to acquire the remaining shares through compulsory acquisition. It is expected that the offer will become or be declared unconditional on or before April 3, 2024. As of November 24, 2023, ISE had received valid acceptances of the Offer in respect of 14.42 million FireAngel Shares, representing approximately 4.77%. The Offer will initially remain open for acceptance until January 1, 2024. As of December 8, 2023, the Panel Executive has agreed to suspend the offer timetable i.e., ISE and FireAngel have therefore jointly requested a suspension of the offer timetable in accordance with Rule 31.4(a)(i) on the basis that one or more conditions to the offer relating to an official authorisation or regulatory clearance (being the NSIA Condition) will not be satisfied or waived by 5.00 pm on December 9, 2023. As on December 21, 2023, Further to the announcement made on December 8, 2023 regarding the suspension of the Offer timetable in light of the NSIA Condition remaining outstanding, the Secretary of State has today written to ISE and FireAngel to inform them that it has considered the notification made by ISE under the National Security and Investment Act 2021 (the "Act") in relation to the Offer and has chosen to issue a call-in notice. The Secretary of State has 30 working days to carry out its assessment; if it is not possible to complete the assessment within this time, the Secretary of State may extend the assessment period by a further 45 working days. These timelines are subject to extension where an "Information Notice" or "Attendance Notice" is issued by the Secretary of State. Any extensions beyond this point would be by agreement with ISE. As of January 25, 2024. Group announced it haddrawn down, and received from ISE, £1.0 million, which it proposes to use for general working capital purposes. As of May 17, 2024, National Security and Investment Act 2021 approves the offer. As of May 29, 2024, Intelligent Safety Electronics has received valid acceptance of 125,520,604 FireAngel Shares, representing approximately 41.51 per cent. of FireAngel's issued share capital. The Offer will remain open for acceptance until June 27, 2024. As of June 5, 2024, Intelligent Safety Electronics has received valid acceptance of 162,420,622 FireAngel Shares, representing approximately 53.72%. As of June 14, 2024, Intelligent Safety Electronics has received valid acceptance of 186,651,510 FireAngel Shares, representing approximately 61.73%. As of June 17, 2024, all conditions have been fulfilled. As of June 20, 2024, Intelligent Safety Electronics has received valid acceptance of 192,102,809 FireAngel Shares, representing approximately 63.54%. The Offer will remain open for acceptance until July 1, 2024, following which the Offer will be closed. As of June 24, 2024, Intelligent Safety Electronics has received valid acceptance of 225,979,354 FireAngel Shares, representing approximately 74.74%. As of June 26, 2024, ISE had received valid acceptances of the Offer in respect of 233,904,496 FireAngel Shares, representing approximately 77.36 per cent. of the issued share capital of FireAngel. The Cancellation is expected to take effect on or shortly after on 17 July 2024 and, accordingly, the final day of trading on AIM of FireAngel Shares will be 16 July 2024.Iain Reilly, Jon Raggett and Marcela Salgado Escalante of PwC provided independent financial advice to the FireAngel Directors. Tom Griffiths, David Coaten and Tom Knibbs of Shore Capital acted as nominated adviser to FireAngel. Matt Davis and James Keeshan of SPARK Advisory Partners Limited acted as financial adviser to ISE. Hill Dickinson LLP is acting as legal adviser to ISE. Pinsent Masons LLP is acting as legal adviser to FireAngel.Intelligent Safety Electronics Pte. Ltd completed the acquisition of FireAngel Safety Technology Group plc (AIM:FA.) from FireAngel Directors namely; Andrew Blazye, Zoe Fox, Neil Radley and Graham Whitworth, Downing LLP, Canaccord Genuity Group Inc. (TSX:CF) and other shareholders on July 1, 2024. As of July 1, 2024, ISE had received valid acceptances of the Offer in respect of 245,626,517 FireAngel Shares, representing approximately 81.24 per cent. of the issued share capital of FireAngel, which ISE may count towards the satisfaction of the Acceptance Condition.