The Board of Artilium is admiring to advertise that the Adjustment was accustomed by the Cloister beforehand today. It is advancing that the Able Date of the Adjustment will be 1 October 2018, which is back the Cloister Order is accustomed to be delivered to the Registrar of Companies. There has been no change to the adapted accustomed calendar of arch contest for the Acquisition set out on folio 8 of the Adjustment Document.
The Adjustment Record Time will be 6.00 p.m. (London time) today, 28 September 2018, and no transfers of Artilium Shares will be registered afterwards this time.
Dealings in Artilium Shares will be abeyant from trading on AIM with aftereffect from 7.30 a.m. on 1 October 2018. Accountable to the Adjustment acceptable effective, it is accustomed that the acceptance of Artilium Shares to trading on AIM will be annulled by no afterwards than 8.00 a.m. on 2 October 2018.
Capitalised acceding in this advertisement (the “Announcement”), unless contrarily defined, accept the aforementioned meanings as set out in the Adjustment Document.
Denis McCarthy, SVP Corporate Development
Alexander Korff, Aggregation Secretary
Edward O’Donnell, Chief Banking Officer
Tel: 1 (212) 984-1096
Jefferies International Limited (Financial adviser to Pareteum)
(UK) Simon Brown
(US) Timothy Roepke
Tel: 44 (0)20 7029 8000
Tel: 1 (212) 284 2300
Jan-Paul Menke, Non-Executive Chairman
Bart Weijermars, Chief Executive Officer
Rupert Hutton, Chief Finance Officer
Tel: 32 (0) 5023 0300
finnCap Ltd (Financial adviser beneath Rule 3 of the Code, Nominated Adviser and agent to Artilium)
Tel: 44 (0)20 7220 0500
Jefferies International Limited (“Jefferies”), which is authorised and adapted by the Banking Conduct Ascendancy (the “FCA”) in the United Kingdom, is acting alone for Pareteum as banking adviser and no one abroad in affiliation with the Acquisition and added affairs set out in this Advertisement and will not be amenable to anyone added than Pareteum for accouterment the protections afforded to audience of Jefferies, or for accouterment admonition in affiliation with the Acquisition, the agreeable of this Advertisement or any amount referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, accountability or albatross whatsoever (whether direct, indirect, consequential, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Jefferies in affiliation with this Announcement, any account absolute herein or otherwise.
finnCap, which is authorised by and adapted by the FCA in the United Kingdom, is acting alone as banking adviser beneath Rule 3 of the Code, nominated adviser and agent to Artilium and no one abroad in affiliation with the Acquisition and added affairs referred to in this Advertisement and will not be amenable to anyone added than Artilium for accouterment the protections afforded to audience of finnCap, or for accouterment advice in affiliation with the Acquisition, the agreeable of this Advertisement or any amount referred to herein. Neither finnCap nor any of its subsidiaries or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether direct, indirect, consequential, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of finnCap in affiliation with this Announcement, any account absolute herein or otherwise.
This Advertisement is for advice purposes alone and is not brash to and does not constitute, or anatomy any allotment of, an action to advertise or subscribe for or any allurement to acquirement or subscribe for any balance or the address of any vote or approval in any administration pursuant to the Acquisition or otherwise. The Acquisition will be fabricated alone through the Adjustment Certificate and the accompanying Forms of Proxy, which accommodate the abounding acceding and altitude of the Acquisition, including capacity of how to vote in account of the Acquisition. Any approval, accommodation or added acknowledgment to the Acquisition should be fabricated alone on the base of the advice in the Adjustment Document. Artilium Shareholders are acerb brash to apprehend the academic affidavit in affiliation to the Acquisition.
This Advertisement has been able for the purpose of acknowledging with the laws of England and Wales, the AIM Rules and the Code and the advice arise may not be the aforementioned as that which would accept been arise if this Advertisement had been able in accordance with the laws of jurisdictions alfresco the United Kingdom.
The statements absolute in this Advertisement are fabricated as at the date of this Announcement, unless some added time is defined in affiliation to them, and account of this Advertisement shall not accord acceleration to any association that there has been no change in the facts set alternating in this Advertisement back such date.
This Advertisement does not aggregate a advertisement or advertisement agnate document.
Unless contrarily bent by Artilium and Pareteum or adapted by the Takeover Code, and acceptable by applicative law and regulation, the Acquisition will not be fabricated available, anon or indirectly, in, into or from a Restricted Administration area to do so would breach the laws in that administration and no actuality may vote in favour of the Adjustment by any such use, means, action or from aural a administration if to do so would aggregate a abuse of the laws of that jurisdiction.
Accordingly, copies of the Adjustment Certificate and all abstracts apropos to the Acquisition are not being, and charge not be, anon or indirectly, mailed or contrarily forwarded, broadcast or beatific in, into or from a administration area to do so would breach the laws in that jurisdiction, and bodies accepting the Adjustment Certificate and all added abstracts apropos to the Acquisition (including custodians, nominees and trustees) charge not mail or contrarily administer or accelerate them in, into or from jurisdictions area to do so would breach the laws in that jurisdiction.
It is the albatross of anniversary Overseas Holder to amuse himself as to the abounding acknowledgment of the laws and authoritative requirements of the accordant administration in affiliation with the Acquisition, including accepting any governmental, barter ascendancy or added consents which may be required, or the acquiescence with added all-important formalities which are adapted to be empiric and the acquittal of any issue, alteration or added taxes due in such jurisdiction.
The Adjustment Certificate and its accompanying abstracts accept been able in affiliation with a angle in affiliation to a adjustment of adjustment pursuant to, and for the purpose of acknowledging with, English law and the Takeover Code and the advice arise may not be the aforementioned as that which would accept been arise if these abstracts had been able in accordance with the laws of jurisdictions alfresco England and Wales.
The availability of New Pareteum Shares beneath the Acquisition to Artilium Shareholders who are not citizen in the United Kingdom may be afflicted by the laws of the accordant jurisdictions in which they are resident. Added capacity are set out in branch 19 of Allotment 2 (Explanatory Statement) of the Adjustment Document.
Notice to US investors
The New Pareteum Shares are accustomed to be issued in the United States in assurance aloft the absolution from the allotment requirements of the US Balance Act provided by area 3(a)(10) thereof.
For the purposes of condoning for the exemptions from the allotment requirements of the US Balance Act afforded by area 3(a)(10), Artilium will admonish the Cloister through admonition that the Court’s sanction of the Adjustment will be relied aloft by Pareteum as an approval of the Adjustment afterward a audition on the candor of the acceding and altitude of the Adjustment to Artilium Shareholders at which audition all such shareholders are advantaged to arise in actuality or through admonition to abutment or argue the acceptance of the Adjustment and with account to which notification has been accustomed to all Artilium Shareholders.
Scheme Shareholders (whether or not US persons) who are or will be affiliates (within the acceptation of the US Balance Act) of Artilium or Pareteum above-mentioned to, or of Pareteum after, the Able Date will be accountable to assertive restrictions on transfers of the New Pareteum Shares accustomed pursuant to the Scheme. Otherwise, the New Pareteum Shares about should not be advised as “restricted securities” aural the acceptation of Rule 144(a)(3) beneath the US Balance Act and bodies who accept balance beneath the Adjustment (other than affiliates) may resell them after brake beneath the US Balance Act. For a description of these and assertive added restrictions on offers, sales and transfers of the New Pareteum Shares and the administration of the Adjustment Document, and added advice applicative to US shareholders, see branch 19 of Allotment 2 (Explanatory Statement) of the Adjustment Document.
The cancellation of New Pareteum Shares pursuant to the Acquisition by a US Shareholder may be a taxable transaction for US federal assets tax purposes and beneath applicative accompaniment and local, as able-bodied as adopted and other, tax laws. Anniversary Artilium Shareholder is apprenticed to argue his absolute able adviser anon apropos the tax after-effects of the Acquisition.
It may be difficult for US Shareholders to accomplish their rights and claims arising out of the US federal balance laws, Artilium is amid in countries added than the United States, and some or all of its admiral and admiral may be association of countries added than the United States. US Shareholders may not be able to sue a non-US aggregation or its admiral or admiral in a non-US cloister for violations of the US balance laws. Further, it may be difficult to bulldoze a non-US aggregation and its affiliates to accountable themselves to a US court’s judgment.
None of the balance referred to in the Adjustment Certificate accept been accustomed or banned by the SEC, any accompaniment balance agency in the United States or any added US authoritative authority, nor accept such authorities anesthetized aloft or bent the capability or accurateness of the advice absolute in the Adjustment Document. Any representation to the adverse is a bent answerability in the United States.
The banking advice included in, or congenital by advertence into, the Adjustment Certificate has been able in accordance with the International Banking Reporting Standards (“IFRS”) as adopted by the European Union and appropriately may not be commensurable to banking advice of US companies or companies whose banking statements are able in accordance with about accustomed accounting attempt in the United States.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any actuality who is absorbed in 1 per cent. or added of any chic of accordant balance of an offeree aggregation or of any balance barter offeror (being any offeror added than an offeror in account of which it has been appear that its action is, or is acceptable to be, alone in cash) charge accomplish an Opening Position Disclosure afterward the admission of the action aeon and, if later, afterward the advertisement in which any balance barter offeror is aboriginal identified. An Opening Position Disclosure charge accommodate capacity of the person’s interests and abbreviate positions in, and rights to subscribe for, any accordant balance of anniversary of: (i) the offeree aggregation and (ii) any balance barter offeror(s). An Opening Position Disclosure by a actuality to whom Rule 8.3(a) applies charge be fabricated by no afterwards than 3.30 p.m. (London time) on the 10th Business Day afterward the admission of the action aeon and, if appropriate, by no afterwards than 3.30 p.m. (London time) on the 10th Business Day afterward the advertisement in which any balance barter offeror is aboriginal identified. Accordant bodies who accord in the accordant balance of the offeree aggregation or of a balance barter offeror above-mentioned to the borderline for authoritative an Opening Position Disclosure charge instead accomplish a Ambidextrous Disclosure.
Under Rule 8.3(b) of the Code, any actuality who is, or becomes, absorbed in 1 per cent. or added of any chic of accordant balance of the offeree aggregation or of any balance barter offeror charge accomplish a Ambidextrous Disclosure if the actuality deals in any accordant balance of the offeree aggregation or of any balance barter offeror. A Ambidextrous Disclosure charge accommodate capacity of the ambidextrous anxious and of the person’s interests and abbreviate positions in, and rights to subscribe for, any accordant balance of anniversary of: (i) the offeree aggregation and (ii) any balance barter offeror, save to the admeasurement that these capacity accept ahead been arise beneath Rule 8. A Ambidextrous Disclosure by a actuality to whom Rule 8.3(b) applies charge be fabricated by no afterwards than 3.30 p.m. (London time) on the Business Day afterward the date of the accordant dealing.
If two or added bodies act calm pursuant to an acceding or understanding, whether academic or informal, to access or ascendancy an absorption in accordant balance of an offeree aggregation or a balance barter offeror, they will be accounted to be a distinct actuality for the purpose of Rule 8.3.
Opening Position Disclosures charge additionally be fabricated by the offeree aggregation and by any offeror, and Ambidextrous Disclosures charge additionally be fabricated by the offeree company, by any offeror and by any bodies acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in account of whose accordant balance Opening Position Disclosures and Ambidextrous Disclosures charge be fabricated can be begin in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including capacity of the cardinal of accordant balance in issue, back the action aeon commenced and back any offeror was aboriginal identified. You should acquaintance the Takeover Panel’s Market Surveillance Unit on 44 (0)20 7638 0129 if you are in any agnosticism as to whether you are adapted to accomplish an Opening Position Disclosure or a Ambidextrous Disclosure.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a archetype of this advertisement will be accessible (subject to assertive restrictions apropos to bodies citizen in Restricted Jurisdictions) on Artilium’s website at www.artilium.com/investors and on Pareteum’s website at www.pareteum.com/investors by no afterwards than 12 apex on the business day afterward this announcement. The capacity of the websites referred to in this advertisement are not congenital into and do not anatomy allotment of this announcement.
About Pareteum Corporation:
Pareteum Corporation (NYSE American: TEUM) is a rapidly growing Global Software Authentic Billow aggregation with a mission to affix “every actuality and everything.” Organizations use Pareteum to animate their advance and advantage through our Global Software Authentic Billow and complete turnkey solutions featuring accordant content, applications, and connectivity worldwide. Our Billow belvedere casework ally (technologies chip into our cloud) include: HPE, IBM, Ribbon Communications (Sonus GenBand), NetNumber, Oracle, Microsoft, and added apple chic technology providers. All of the accordant chump acquired amount is acquired from Pareteum’s arch Global Software Authentic Cloud, carrying award-winning adaptable enablement, behindhand of the user’s area or network. By harnessing the amount of communications, Pareteum serves retail, action and IoT customers. Pareteum currently has offices in New York, Sao Paulo, Madrid, Barcelona, Bahrain, Singapore, and the Netherlands. For added advice amuse visit: www.pareteum.com.
Forward Looking Statements:
Certain statements absolute herein aggregate “forward-looking statements” aural the acceptation of the Private Balance Litigation Reform Act of 1995. Such statements may include, after limitation, statements with account to Pareteum’s affairs and objectives, projections, expectations and intentions. These advanced statements are based on accepted expectations, estimates and projections about Pareteum’s industry, management’s behavior and assertive assumptions fabricated by management. Readers are cautioned that any such advanced statements are not guarantees of approaching achievement and are accountable to assertive risks, uncertainties and assumptions that are difficult to predict. Because such statements absorb risks and uncertainties, the absolute after-effects and achievement of Pareteum may alter materially from the after-effects bidding or adumbrated by such advanced statements. Accustomed these uncertainties, readers are cautioned not to abode disproportionate assurance on such advanced statements. Unless contrarily adapted by law, Pareteum additionally disclaims any obligation to amend its appearance of any such risks or uncertainties or to advertise about the aftereffect of any revisions to the advanced statements fabricated here. Added advice apropos assertive risks and uncertainties that could account absolute after-effects to alter materially from those projected or appropriate in Pareteum’s filings with the Balance and Barter Commission, copies of which are accessible from the SEC or may be acquired aloft appeal from Pareteum Corporation.
Pareteum Investor Relations Contacts: Ted O’DonnellChief Banking Officer(212) [email protected]
Stephen HartHayden IR(917) 658-7878
Carrie HowesRayleigh Capital Dubai- LondonT UAE: 971 (0) 55 997 0427 | T UK: 44 (0) 870 490 5443 | T CAN: 1 416 900 3634
SOURCE Pareteum Corporation
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