Business
Proposed Acquisition, Rule 9 Waiver and GM Notice
Proposed Acquisition, Rule 9 Waiver and GM Notice.
About this update from Built Cybernetics Plc
[{"type":"text","content":"\n \n \n 2 March 2023\n \n \n \n \n \n \n \n \n AUKETT SWANKE GROUP PLC\n \n \n \n (\"Aukett Swanke\", the \"Company\")\n \n \n \n PROPOSED ACQUISITION OF THE TORPEDO FACTORY GROUP LIMITED\n \n \n \n \n APPROVAL OF WAIVER OF OBLIGATIONS UNDER RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS\n \n \n \n \n AND\n \n \n \n \n NOTICE OF GENERAL MEETING\n \n \n \n \n \n \n Aukett Swanke (AIM: AUK), a company that principally provides architectural and interior design services, is pleased to announce it has executed documentation relating to the acquisition of Torpedo Factory Group Limited (\"\n \n TFG\n \n \")\n an audio, visual and stage technology provider to organisations in the UK and Europe (the \"Acquisition\").\n \n \n The Acquisition is being implemented by means of an offer to TFG Shareholders to acquire the entire issued and to be issued share capital of TFG. The Company has also entered into the Transaction Agreement, recording the terms on which the Principal Sellers have irrevocably agreed to accept such Offer.\n \n \n The Acquisition is conditional upon, inter alia, the approval of Shareholders of the Resolutions (including the Waiver Resolution) which will be sought at the General Meeting convened for 10.00 a.m. on 20 March 2023. The Circular, containing the Notice of General Meeting, is being published and made available to Shareholders today.\n \n \n Unless otherwise indicated, defined terms in this announcement shall have the same meaning as described in the Circular. The expected timetable of principal events and the Chairman's statement from the Circular are set out further below.\n \n \n \n \n \n \n \n \n HIGHLIGHTS\n \n \n \n - Consideration for the acquisition of 100% of TFG's current issued shares to be satisfied through the issue of 110,142,286 Consideration Shares, valued at\n £2,808,628.29\n (based on the Company's share price at the Latest Practicable Date). Additional consideration of up to £\n 92,593.66 to TFG Option Holders, to be satisfied through the issue of up to further 3,631,124 new Ordinary Shares after Completion.\n \n \n - TFG is a technology systems integrator and services business operating primarily in three market areas, including (i) \"Intelligent Environments\", which designs, installs and maintains integrated audio-visual systems for corporate and public...