Frontier Investment Update and Buy-Back

28 August, 2019

Science Group plc (AIM:SAG) announces that on 27 August 2019, the Company purchased 8,062,745 shares in the capital of Frontier Smart Technologies Group Limited (“Frontier”) at a price of 25 pence per share. Following these purchases, and subsequent to the subscription for new shares which were today admitted to trading on AIM, Science Group holds a total of 31,510,176 shares in the capital of Frontier, equivalent to 70.3% per cent. of the voting share capital of Frontier.

As a result, Science Group intends to initiate discussions with Frontier to effect a statutory merger (“Merger”) between Frontier and a wholly owned subsidiary (“MergerCo”) of Science Group in accordance with the applicable Cayman Islands law. If the Merger is approved:

  • MergerCo will be the surviving company;
  • Frontier will cease to exist;
  • each Frontier share issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive 25 pence in cash per Frontier share without interest; and
  • the Frontier shareholders will not have any shareholder interest in MergerCo.


Any Frontier shareholders who dissent to the Merger in accordance with applicable Cayman Islands law will be entitled only to those rights as are granted by the Companies Law of the Cayman Islands. A circular to Frontier shareholders will be distributed in due course by Frontier and the Merger will require the approval of not less than 75% of Frontier shareholders present and entitled to vote at an extraordinary general meeting of the Frontier shareholders. Science Group is entitled to vote its Frontier shares and intends to vote its entire shareholding in favour of the Merger.

Furthermore, following the material increase in the Science Group shareholding, in the event that Clydesdale Bank demand repayment of the Frontier bank facility or seek to invoke additional fees related to the December covenant waiver, Science Group has now agreed to reduce the interest rate on the Standby Facility put in place last week to 5.0% above 3 month LIBOR. All other terms of the Standby Facility remain unchanged.

The share trading facility to enable shareholders to sell their Frontier shares to Science Group at 25 pence per share is anticipated to remain open until 6 September 2019. Science Group encourages Frontier shareholders to utilise this facility to sell their shares as soon as possible.

Science Group Buy-Back

The Science Group buy-back programme operated through Panmure Gordon has been suspended during 2019. This programme will recommence on 30 August 2019 in accordance with the parameters set out in the announcement dated 19 April 2018.

 

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