TIDMCIU

RNS Number : 1689Q

Altrad Investment Authority

08 September 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

8 September 2017

RECOMMED CASH OFFER

for

CAPE PLC

by

ALTRAD UK LIMITED, a wholly-owned subsidiary of

ALTRAD INVESTMENT AUTHORITY SAS

UPDATE AS TO LEVEL OF ACCEPTANCES AND

OFFER UNCONDITIONAL IN ALL RESPECTS

Introduction

On 7 July 2017, the boards of directors of Altrad Investment Authority SAS ("Altrad") and Cape plc ("Cape") announced that they had reached agreement on the terms of a recommended cash offer for Cape by Altrad, through its wholly-owned subsidiary, Altrad UK Limited ("Altrad Bidco"), pursuant to which Altrad Bidco would acquire the entire issued and to be issued ordinary share capital of Cape (which does not include the IDC Scheme Share) (the "Offer"). On 23 August 2017, Altrad announced that it was extending the Offer until 1.00 p.m. (London time) on 5 September 2017 (the "Second Closing Date"). On 31 August 2017, Altrad announced that the Merger Control Condition had been satisfied and, on 6 September 2017, announced that it was extending the Offer until 1.00 p.m. (London time) on 12 September 2017.

The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document (the "Offer Document") dated 1 August 2017.

Defined terms used but not defined in this announcement have the same meanings as given to them in the Offer Document.

Level of Acceptances

As at 1.00 p.m. (London Time) on 7 September 2017, being the last Business Day prior to the date of this announcement, Altrad Bidco had received valid acceptances in respect of a total of 94,260,823 Cape Shares, representing, in aggregate, approximately 77.83 per cent. of the existing issued ordinary share capital of Cape, which Altrad Bidco may count towards the satisfaction of the Acceptance Condition. So far as Altrad Bidco is aware, none of these acceptances have been received from persons acting in concert with Altrad Bidco.

Of these acceptances, acceptances have been received in respect of, in aggregate, 18,136,044 Cape Shares, representing approximately 14.98 per cent. of the existing issued ordinary share capital of Cape, which were subject to either (i) an irrevocable commitment, or (ii) a letter of intent, each as procured respectively by Altrad and/or Altrad Bidco.

The percentages of Cape Shares referred to in this announcement are based upon the figure of 121,103,937 Cape Shares in issue on 7 September 2017.

As at 7 September 2017, save for the irrevocable undertakings and letters of intent referred to above, none of Altrad, Altrad Bidco nor any Altrad Director or Altrad Bidco Director nor, so far as Altrad Bidco is aware, any person acting, or deemed to be acting, in concert with Altrad Bidco:

   a)   had an interest in, or right to subscribe for, relevant securities of Cape; 

b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Cape;

c) had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant securities of Cape; or

   d)   had borrowed or lent any Cape Shares. 

Furthermore, save for the irrevocable undertakings and letters of intent referred to above, no arrangement exists between Altrad Bidco or Cape or a person acting in concert with Altrad Bidco or Cape in relation to Cape Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Cape Shares which may be an inducement to deal or refrain from dealing in such securities.

Offer Unconditional in All Respects

Altrad now announces that the Acceptance Condition set out in the Offer Document has been waived down to 75 per cent. in nominal value of the Cape Shares to which the Offer relates and, accordingly, the Acceptance Condition has now been satisfied.

Altrad is also pleased to confirm that all remaining Conditions to the Offer have now either been satisfied or waived. Accordingly, Altrad is pleased to declare the Offer unconditional in all respects.

Extension of the Offer

The Offer is being extended and will remain open for acceptance until further notice. Altrad will give at least 14 days' notice prior to the closing of the Offer.

Cape Shareholders who have not yet accepted the Offer and who wish to do so should take action to accept the Offer as soon as possible. Details of the procedure for doing so are set out below and in the Offer Document.

Consideration

Settlement of the consideration due under the Offer will be effected as follows:

-- in the case of acceptances which have already been received or received on the date of this announcement and are valid and complete in all respects, as soon as reasonably practicable and, in any case, by 22 September 2017; or

-- in the case of acceptances which are valid and complete in all respects and received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Delisting and Cancellation of Trading in Cape Shares

Having received valid acceptances of the Offer in respect of Cape Shares representing at least 75 per cent. of the voting rights of Cape (and, accordingly, satisfied the Delisting Threshold) and declared the Offer unconditional in all respects, pursuant to paragraph 15.3 of Part II of the Offer Document, Altrad intends to procure that Cape will make an application for cancellation, respectively, of the trading in Cape Shares on the London Stock Exchange's Main Market for listed securities and of the listing of Cape Shares on the premium listing segment of the Official List. A notice period of 20 Business Days before the cancellation will commence on the date on which such application is made and it is anticipated that cancellation of listing and trading will take effect no earlier than 8.00 a.m. (London Time) on 9 October 2017. Subject to IDC Scheme trustee consent, Altrad also intends to procure that the necessary steps are taken to re-register Cape as a private limited company pursuant to the Jersey Companies Law.

Cancellation of the admission to trading and of the listing of Cape Shares would significantly reduce the liquidity and marketability of any Cape Shares not assented to the Offer.

Compulsory Acquisition

If Altrad receives acceptances of the Offer in respect of not less than 90 per cent. of the Cape Shares by nominal value to which the Offer relates, Altrad intends to exercise its rights pursuant to Part 18 of the Jersey Companies Law to acquire compulsorily, on the same terms as the Offer, the remaining Cape Shares in respect of which the Offer has not at such time been accepted.

Notices will be sent to non-assenting Cape Shareholders informing them of the compulsory acquisition of their shares by Altrad at the relevant time.

Action to Be Taken

Cape Shareholders who have not yet accepted the Offer and who wish to do so should take action to accept the Offer as soon as possible.

-- To accept the Offer in respect of Cape Shares held in certificated form (that is, not in CREST), Cape Shareholders should complete and return the Form of Acceptance in accordance with the procedure set out in the Offer Document.

-- To accept the Offer in respect of the shares held in uncertificated form (that is, shares held in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf in accordance with the procedure set out in the Offer Document. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE Instruction(s) to Euroclear in relation to your Cape Shares.

The Offer Document and a specimen Form of Acceptance are available on Altrad's website at http://www.altrad.com/gb/group-altrad-investors/recommended-offer-for-cape and on Cape's website at www.capeplc.com. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Computershare, on 0370 707 1011 (from within the UK) or on +44 370 707 1011 (if calling from outside the UK) with an address to which the hard copy may be sent. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Enquiries:

 
                                            +33 (0) 4 67 
 Altrad Investment Authority SAS                94 52 52 
 Louis Huetz, Managing Director 
  Ran Oren, Group General Counsel 
 BNP Paribas (Financial Adviser          +44 (0) 20 7595 
  to Altrad)                                        2000 
 Philippe-Elie Bacot 
 Angus Cumming 
 
                                            +44 (0) 1895 
 Cape plc                                        459 979 
 Joe Oatley, Chief Executive 
 Michael Speakman, Chief Financial 
  Officer 
 
 Canaccord Genuity Limited (Financial 
  Adviser and Joint Corporate Broker     +44 (0) 20 7523 
  to Cape)                                          8000 
 Chris Robinson 
 Chris Connors 
 Ben Spencer 
 
 Numis Securities Limited (Joint         +44 (0) 20 7260 
  Corporate Broker to Cape)                         1000 
 Chris Wilkinson 
 Stuart Ord 
 Ben Stoop 
 
                                         +44 (0) 20 7466 
 Buchanan (PR adviser to Cape)                      5000 
 Bobby Morse 
 Ben Romney 
 Chris Judd 
 

Important notices relating to financial advisers and corporate brokers

BNP Paribas ("BNP Paribas") is incorporated in France with limited liability under registration no. 662 042 449 RCS Paris and has its registered office at 16 Boulevard des Italiens, 75009 Paris, France. BNP Paribas is lead supervised by the European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR"). BNP Paribas, London Branch is registered in England and Wales under no. FC13447 and has its registered office at 10 Harewood Avenue, London NW1 6AA. BNP Paribas, London Branch is authorised by the ECB, the ACPR and the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and Prudential Regulation Authority for activities carried out in and from the United Kingdom. Details about the extent of such authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request.

Please note that BNP Paribas is acting exclusively for Altrad and Altrad Bidco and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Altrad and Altrad Bidco for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the subject matter of this announcement.

Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Cape as financial adviser and joint corporate broker and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Cape for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Cape as joint corporate broker and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Cape for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement. To the fullest extent permitted by law, neither Numis nor any of its connected persons owe any duty to the recipient in connection with the recipient's use of this announcement.

Further information

This announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document (if applicable), which contain the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Cape Shareholders are advised to read the Offer Document and the Form of Acceptance accompanying the Offer Document (if applicable) carefully.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and Jersey and the ability of Cape Shareholders who are not resident in the United Kingdom or Jersey to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and Jersey or Cape Shareholders who are not resident in the United Kingdom or Jersey will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Cape Shareholders are contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom and Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Notice to US holders of Cape Shares

The Offer is being made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The Offer is being made for the securities of a Jersey company whose ordinary shares are admitted to trading on the London Stock Exchange. The Offer is subject to UK and Jersey disclosure requirements, which are different from certain United States disclosure requirements.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934 (as amended) (the "Exchange Act"), or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer or passed comment upon the adequacy or completeness of this announcement. Any representation to the contrary is a criminal offence in the United States.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and subject to Rule 14e-5(b) under the Exchange Act, Altrad, Altrad Bidco or its or their nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Cape, other than pursuant to the Offer, at any time prior to completion of the Offer becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, to the extent applicable. No purchases will be made outside of the Offer in the United States by or on behalf of Altrad or Altrad Bidco. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, BNP Paribas, Canaccord Genuity and Numis and their respective affiliates will continue to act as exempt principal traders in Cape Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

Publication on website

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Altrad's website at http://www.altrad.com/gb/group-altrad-investors/recommended-offer-for-cape and on Cape's website at www.capeplc.com by no later than 12:00 noon on the Business Day following this announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting BNP Paribas on +44 (0) 20 7595 2000 or Canaccord on +44 (0) 20 7523 8000. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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