UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 20, 2016
FLEETMATICS GROUP PLC
(Exact name of registrant as specified in its charter)
| Ireland | 001-35678 | 98-1170810 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| Block C, Cookstown Court Belgard Road Tallaght Dublin 24 Ireland |
||||
| (Address of principal executive offices) | (Zip Code) | |||
+353 (1) 413 1250
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On October 20, 2016, Fleetmatics Group PLC, a public limited company incorporated in Ireland (the “Company”), published an announcement regarding a scheduled hearing by the Irish High Court. A copy of the announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Announcement regarding scheduled hearing by the Irish High Court | |
The directors of Fleetmatics accept responsibility for the all information contained in this document. To the best of the knowledge and belief of the directors of Fleetmatics (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, “interested” (directly or indirectly) in, 1% or more of any class of “relevant securities” of Fleetmatics, all “dealings” in any “relevant securities” of Fleetmatics (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by not later than 3.30 p.m. (Irish time) on the “business” day following the date of the relevant transaction. This requirement will continue until the date on which the “offer period” ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an “interest” in “relevant securities” of Fleetmatics, they will be deemed to be a single person for the purposes of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all “dealings” in “relevant securities” of Fleetmatics by Verizon or Verizon Business International Holdings B.V. or by any party acting in concert with either of them, or by any person acting in concert with Fleetmatics, must also be disclosed by no later than 12 noon (Irish time) on the “business” day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.
“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 21, 2016 | FLEETMATICS GROUP PLC | |||||
| By: | /s/ Stephen Lifshatz | |||||
| Name: | Stephen Lifshatz | |||||
| Title: | Chief Financial Officer | |||||
| Chief Accounting Officer | ||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Announcement regarding scheduled hearing by the Irish High Court | |
Exhibit 99.1
THE HIGH COURT
COMMERCIAL
2016 No. 377 COS
IN THE MATTER OF FLEETMATICS GROUP PLC
AND IN THE MATTER OF THE COMPANIES ACT 2014
AND IN THE MATTER OF SECTIONS 449 TO 454 OF THE COMPANIES ACT 2014
AND IN THE MATTER OF SECTIONS 84 TO 86 OF THE COMPANIES ACT 2014
NOTICE IS HEREBY GIVEN pursuant to section 453(2)(b)(i) of the Companies Act 2014 that, at a meeting convened by the directors of Fleetmatics Group PLC, having its registered office at Floors 1 and 2, Block C, Cookstown Court, Cookstown Industrial Estate, Tallaght, Dublin 24, Ireland (the “Company”) pursuant to the provisions of section 450 of the Companies Act 2014 and held on 12 October 2016 (the “Scheme Meeting”), a special majority at the Scheme Meeting voted in favour of a resolution agreeing to a proposed scheme of arrangement between the Company and the Scheme Shareholders (as defined therein). The scheme of arrangement, if sanctioned by the High Court of Ireland, will involve the take-over of the Company by Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands and a wholly-owned subsidiary of Verizon Communications Inc., a Delaware corporation.
NOTICE IS ALSO HEREBY GIVEN that at an extraordinary general meeting of the Company also held on 12 October 2016 a special resolution was passed, subject to the sanction of the High Court of Ireland for the reduction of the Company’s issued share capital by the cancellation of the Cancellation Shares (as defined in the scheme of arrangement).
FURTHER NOTICE IS HEREBY GIVEN that the High Court of Ireland has directed that an application by the Company for Orders, inter alia, pursuant to:
| 1. | Section 453(2) of the Companies Act 2014 sanctioning the proposed scheme of arrangement between the Company and the Scheme Shareholders (as defined therein); and |
| 2. | Sections 84(2) and 85(6) of the Companies Act 2014 confirming the reduction of the share capital of the Company as approved by the special resolution of the Company passed at an EGM of the Company held on 12 October 2016, |
shall be heard by the Irish High Court at 11.00am (Dublin time) on 4 November 2016 at The Four Courts, Inns Quay, Dublin 7, Ireland.
Maples and Calder
Solicitors for the Company
75 St. Stephen’s Green
Dublin 2
Ireland
Note:
Any person who intends to appear at the hearing of the said application should notify the Company’s Solicitors, Maples and Calder, 75 St. Stephen’s Green, Dublin 2, Ireland (quoting reference 675325.000019) in writing not later than 5pm (Dublin Time) on 2 November 2016 of that person’s or persons’ intention to appear at the hearing of the said application and should indicate to the said Solicitors whether such person or persons intend to support or oppose the said application and should serve any affidavit evidence on which that person or persons intends to rely on the Company’s Solicitors by that date and time.