TIDMCIU
RNS Number : 1931O
Altrad Investment Authority
16 August 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
FOR IMMEDIATE RELEASE
16 August 2017
Disclosure under Rule 2.10 in respect of
RECOMMED CASH OFFER
for
CAPE PLC
by
ALTRAD UK LIMITED, a wholly-owned subsidiary of
ALTRAD INVESTMENT AUTHORITY SAS
On 7 July 2017, Altrad Investment Authority SAS ("Altrad")
announced the terms of a recommended cash offer pursuant to which
Altrad UK Limited ("Altrad Bidco"), a wholly-owned subsidiary of
Altrad, will acquire the entire issued and to be issued ordinary
share capital of Cape plc ("Cape") (other than the IDC Scheme
Share) (the "Offer").
The full terms and conditions of the Offer and the procedures
for acceptance were set out in the offer document (the "Offer
Document") posted to Cape Shareholders on 1 August 2017.
Capitalised terms used in this announcement shall have the
meanings given to them in the Offer Document.
As set out in the Offer Document, Altrad received irrevocable
undertakings and letters of intent to accept, or procure the
acceptance of, the Offer in respect of, in aggregate, 19,531,840
Cape Shares, representing, in aggregate, approximately 16.1 per
cent. of the Cape Shares in issue on 28 July 2017 (being the latest
practicable date prior to the publication of the Offer
Document).
On 16 August 2017, Henderson Global Investors Limited
("Henderson") notified Altrad that it had disposed of 24,109 Cape
Shares, representing approximately 0.02 per cent. of the Cape
Shares in issue on 15 August 2017 (being the latest practicable
date prior to the date of this announcement). As a result, with
effect from such disposal, the letter of intent given to Altrad by
Henderson to accept, or procure the acceptance of, the Offer has
ceased to apply in respect of the 24,109 Cape Shares so disposed of
by Henderson.
Therefore, with effect from such disposal and taking into
account previous Rule 2.10 disclosures, Altrad has received
irrevocable undertakings and letters of intent to accept, or
procure the acceptance of, the Offer in respect of, in aggregate,
18,136,044 Cape Shares, representing, in aggregate, approximately
15.0 per cent. of the Cape Shares in issue on 15 August 2017 (being
the latest practicable date prior to the date of this
announcement).
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
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.
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.
The Offer, if required to be made, will be 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 will be 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
and its 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
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. 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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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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