RECOMMENDED CASH OFFER
for
FIREANGEL SAFETY TECHNOLOGY GROUP PLC
by
INTELLIGENT SAFETY ELECTRONICS PTE. LTD
OFFER UPDATE – UPDATE ON NSIA CONDITION
On 2 November 2023, the Board of Intelligent Safety Electronics Pte. Ltd (“ISE”) announced that the offer document (the “Offer Document”) relating to the recommended cash offer for the entire issued and to be issued share capital of FireAngel Safety Technology Group plc (“FireAngel”), other than the FireAngel Shares already owned or controlled by ISE, had been posted to FireAngel Shareholders.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document. All references to times in this announcement are to London times, unless otherwise stated.
As set out at paragraph 2.1 of Section A of Part 3 of the Offer Document, the Offer is conditional upon, among other things, satisfaction of the condition relating to a material official authorisation or regulatory clearance, in this instance being the National Security and Investment Act 2021 (“NSIA Condition”).
On 8 December 2023, at the joint request of ISE and FireAngel to the Panel, the timetable for the Offer was suspended pursuant to Rule 31.4 of the Takeover Code, as a result of the NSIA Condition not having been satisfied or waived by 5.00 pm on 9 December 2023 (being, at that time, the second day prior to Day 39).
In respect of the NSIA Condition, the Secretary of State gave notice of a final order in relation to the Offer yesterday evening (“Order”). The Order approves the Offer subject to the condition that FireAngel, FireAngel Safety Technology Limited (a wholly-owned subsidiary of FireAngel), ISE and Siterwell (the parent company of ISE)(“Approval Conditions”):
i. Meet certain requirements relating to corporate governance, including UK Security Vetting clearance for certain members of the Executive Committee and Board of Directors;
ii. Appoint a Chief Information Security Officer with UK Security Vetting clearance who will have oversight of requirements relating to infrastructure, data handling, access to IT systems and software and firmware updates;
iii. Implement visitor protocols for visitors and seconded employees to FireAngel Group sites; and
iv. Meet certain requirements relating to the design of networked products, including the continued screening of samples by an accredited testing authority.
ISE is considering the Approval Conditions in order to determine whether it considers them to be reasonably acceptable to it (as is specifically required in order for the NSIA Condition to be satisfied). A further announcement will be made shortly once the Approval Conditions have been fully considered.
Enquiries
FireAngel
Neil Radley, Chief Executive Officer / Adrian Wilding, Chief Finance Officer
+44 24 7771 7700
PwC (Financial Adviser to FireAngel)
Iain Reilly / Jon Raggett / Marcela Salgado Escalante
+44 20 7583 5000
