- Release Date: 02/03/16 08:45
- Summary: S/HOLDER: IKE: Notice to Shareholders
- Price Sensitive: No
- Download Document 2.89KB
IKE 02/03/2016 08:45 S/HOLDER NOT PRICE SENSITIVE REL: 0845 HRS ikeGPS Group Limited (NS) S/HOLDER: IKE: Notice to Shareholders Notice to Shareholders PROPOSAL TO MAKE OFFER TO ACQUIRE SHARES ISSUED BY IKEGPS GROUP LIMITED PURSUANT TO SECTION 60(1)(b)(ii) OF THE COMPANIES ACT 1993 Terms of the Offer ikeGPS Group Limited (the Company) proposes to offer to acquire 903,614 ordinary shares issued by the Company (the Shares) from GE Trademark Licensing, Inc (GE) for nil consideration (the Offer). Why is the Offer being made? The Company is making the Offer because, as announced on 4 January 2015, ikeGPS Limited (ikeGPS) has chosen to cease using the General Electric trademark with its electric utility solution in accordance with the terms of the agreement between the parties (the Termination). The terms of the agreement between GE and ikeGPS provided that: o The consideration due to GE must be satisfied by ikeGPS procuring that the Company issue GE (or its nominee) ordinary shares in the Company. o In certain circumstances where ikeGPS terminates the agreement between the parties prior to the expiry of the agreement's initial term, GE must procure the refund of a portion of consideration under the agreement in proportion to the balance of the initial term of the agreement that is avoided as a result of the termination. As a result of the Termination, GE is required to procure that General Electric Company transfer 903,614 shares back to the Company. The Companies Act 1993 requires that, to allow General Electric Company to transfer the shares back to the Company, the Company must first offer to acquire the Shares from General Electric Company. The Shares are deemed to be cancelled immediately upon being acquired by the Company pursuant to the Offer. Reseller relationship with GE Digital Energy not materially affected As announced on 5 January 2016, ikeGPS' reseller relationship with GE Digital Energy, the operating General Electric business unit that serves the utility and infrastructure market, is not materially affected by this change. ikeGPS will also continue to work unchanged with GE Digital Energy's partners, and ikeGPS and General Electric continue to assess future integration options with respect to various software products. General No director of the Company has any relevant interest in any shares the subject of the Offer. To make the Offer the Board of the Company has resolved on 29 February 2016 that the: 1 acquisition of the Shares under the Offer is in the best interests of the Company and is of benefit to the remaining shareholders; and 2 terms of the Offer and the consideration offered for the Shares are fair and reasonable to both the Company and the remaining shareholders. This disclosure document is given to you pursuant to section 61(5) of the Companies Act 1993. Yours faithfully Glenn Milnes For the Board of Directors End CA:00278635 For:IKE Type:S/HOLDER Time:2016-03-02 08:45:10
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Ann: S/HOLDER: IKE: Notice to Shareholders
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