TIDMAPI
RNS Number : 6953G
Cedar 2015 Limited
05 March 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION FOR IMMEDIATE RELEASE
5 March 2015
CASH OFFER
by
CEDAR 2015 LIMITED
an indirect subsidiary of
STEEL PARTNERS HOLDINGS L.P.
for
API GROUP PLC
Offer Update - API Recommendation, Closing of the Offer and No
Increase of the Offer Price
Independent members of the API Board recommend API Shareholders
accept the Offer
Cedar Bidco notes the announcement released by API this morning
in which the independent members of the API Board recommend that
API Shareholders accept the Offer and indicate that each of the
independent members of the API Board intend to accept the Offer in
respect of their entire beneficial holding of API Shares.
Closing of the Offer
Cedar Bidco gives notice to API Shareholders that the Offer,
which was declared unconditional in all respects on 9 February
2015, will close at 1.00 pm (London time) on 19 March 2015 and will
not be extended beyond that date.
The Offer will therefore be incapable of further acceptance
after 1.00 pm (London time) on 19 March 2015 and shareholders who
wish to accept the Offer are urged to submit their acceptances
before this time.
No Increase in the Offer Price
Cedar Bidco confirms that the Offer price of 60 pence per API
Share is final and will not be increased. In making this statement
Cedar Bidco is aware of the requirements of Rule 32.2 of the Code
in such regard which, after the making of such a statement,
prohibits any revision of the Offer.
Level of acceptances and ownership
As at 3.00 p.m. (London time) on 4 March 2015, Cedar Bidco had
received valid acceptances of the Offer in respect of 27,970,774
API Shares, representing, in aggregate, approximately 36.5 per cent
of the existing issued share capital of API.
In addition, as noted in the Offer Document, Cedar Bidco
currently holds 24,807,203 API Shares representing approximately
32.3 per cent of the existing issued share capital of API.
Accordingly, Cedar Bidco currently holds, or has received valid
acceptances in respect of, 52,777,977 API Shares, representing, in
aggregate, approximately 68.8 per cent of the existing issued share
capital of API.
Before the announcement of the Offer on 22 January 2015, and as
noted in the Offer Document, Cedar Bidco had received:
-- a binding irrevocable undertaking to accept the Offer from
Wynnefield Partners Small Cap Value, L.P. I in respect of
10,886,250 API Shares representing, in aggregate, approximately
14.2 per cent of the existing issued share capital of API; and
-- non-binding letters of intent to accept the Offer from
Wynnefield Partners Small Cap Value, L.P. and Wynnefield Small Cap
Value Offshore Fund, Ltd. in respect of 11,894,716 API Shares
representing, in aggregate, approximately 15.5 per cent of the
existing issued share capital of API.
The figure referred to above regarding valid acceptances of the
Offer includes acceptances under this binding irrevocable
undertaking and these non-binding letters of intent and the
commitments to accept the Offer set out in this binding undertaking
and these non-binding letters of intent have been satisfied in
full.
Compulsory acquisition, cancellation of trading on AiM and
re-registration
If Cedar Bidco receives acceptances of the Offer in respect of,
and/or otherwise acquires or contracts to acquire, 90 per cent or
more in nominal value of the API Shares to which the Offer relates
and of the voting rights carried by those API Shares, Cedar Bidco
intends to exercise its rights in accordance with Sections 974 to
991 inclusive of the 2006 Act to acquire compulsorily any remaining
API Shares to which the Offer relates on the same terms as the
Offer.
If sufficient acceptances are received under the Offer such that
Cedar Bidco holds not less than 75 per cent of the voting rights of
API, Cedar Bidco intends to procure that API applies to the London
Stock Exchange for the cancellation of the admission of API Shares
to trading on AiM. It is anticipated that such cancellation will
take effect no earlier than 20 Business Days after such acceptances
are received such that Cedar Bidco owns not less than 75 per cent
of the voting rights of API, subject to compliance with the
applicable requirements of the AiM Rules.
The cancellation of the admission of API Shares to trading on
AiM will significantly reduce the liquidity and marketability of
API Shares.
It is also intended that assuming the cancellation of the
admission to trading on AiM of the API Shares occurs, API will be
re-registered as a private company under the relevant provisions of
the 2006 Act.
Actions to be taken
API Shareholders who have not yet accepted the Offer are urged
to do so:
-- if you are a holder of API Shares in certificated form (that
is, not in CREST), you should complete and return the Form of
Acceptance, which accompanied the Offer Document, together with the
relevant share certificate(s) and/or other document(s) of title, to
the Receiving Agent, in accordance with the procedure set out in
the Offer Document, as soon as possible and not later than 1.00 pm
(London time) on 19 March 2015; or
-- if you are a holder of API Shares in uncertificated form
(that is, in CREST), you should ensure that an Electronic
Acceptance through CREST is made by you or on your behalf and that
settlement occurs as soon as possible and not later than 1.00 pm
(London time) on 19 March 2015. 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 API Shares.
The Offer Document and a specimen Form of Acceptance are
available on the website at www.cosinecom.com/cedar. Further copies
of the Offer Document and the Form of Acceptance may be obtained by
contacting the Receiving Agent, Computershare on 0870 873 5959 from
within the UK or on +44 (0)870 873 5959 if calling from outside the
UK. Lines are open 8.30 am to 5.30 pm (London time) Monday to
Friday (excluding UK public holidays).
A copy of this announcement will be made available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the following website at
http://www.cosinecom.com/cedar/ by no later than 12 noon on the
first Business Day following this announcement.
In accordance with Rule 31.2 of the Code, a copy of this
announcement is also being sent to API Shareholders and, for
information only, to persons with information rights and the
participant in the Performance Share Plan.
Unless otherwise stated, terms used in this letter have the same
meanings as given to them in the offer document published by Cedar
Bidco in relation to the offer by Cedar Bidco for API announced
pursuant to Rule 2.7 of the Takeover Code on Thursday 22 January
2015 ("Offer Document").
Enquiries
Cedar Bidco +1 (408) 399 6490
Terry Gibson, Chairman of Cedar Bidco
Kinmont, financial adviser to Cedar Bidco +44 (0)20 7087
9100
Mat Thackery
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer will be effected solely
through the Offer Document, which, together with the Form of
Acceptance (in relation to API Shareholders holding shares in
certificated form only) will contain the full details, terms and
conditions of the Offer, including the details of how to accept the
Offer. Any response to the Offer should be made only on the basis
of the information contained in the Offer Document.
Please be aware that addresses, electronic addresses and certain
other information provided by API Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from API may be provided to Cedar
Bidco during the Offer Period (as required under Section 4 of
Appendix 4 to the Takeover Code).
Kinmont, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
CoSine and Cedar Bidco and no one else in connection with the Offer
and this announcement and will not be responsible to anyone other
than CoSine and Cedar Bidco for providing the protections afforded
to clients of Kinmont nor for providing advice in connection with
the Offer or this announcement or any matter referred to
herein.
Overseas shareholders
The ability of API Shareholders who are not resident in and
citizens of the United Kingdom to accept the Offer may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to Overseas Shareholders will be
contained in the Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies involved in the
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. This announcement has been
prepared for the purposes of complying with English law, the AiM
Rules, the rules of the London Stock Exchange and the Takeover 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 of any jurisdiction outside the United
Kingdom.
Copies of this announcement and formal documentation relating to
the Offer will not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. In particular, the Offer will not be made, directly
or indirectly, in or into any Restricted Jurisdiction and will not
be capable of acceptance from within any Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise distributed or sent in, into or from
any Restricted Jurisdiction. Persons receiving this announcement
(including, without limitation, custodians, nominees and trustees)
must not distribute, mail or send it, the Offer Document or any
other documentation relating to the Offer in or into any Restricted
Jurisdiction, and so doing may render any purported acceptance of
the Offer invalid.
Notice to US Investors
The Offer is being made for the securities of a company
incorporated in England and Wales and API Shareholders in the
United States should be aware that this announcement, the Offer
Document and any other documents relating to the Offer have been,
or will be, prepared in accordance with the requirements of the
Takeover Code and United Kingdom disclosure requirements, format
and style, all of which differ from those in the United States.
API's financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted by the
European Union and therefore may not be comparable to financial
statements of US companies or companies whose financial statements
are prepared in accordance with US generally accepted accounting
principles.
The Offer is not subject to the disclosure and other procedural
requirements of Regulation 14D under the US Securities Exchange Act
of 1934, as amended (the "US Exchange Act"). The Offer is being
made in the United States in accordance with the requirements of
Regulation 14E under the US Exchange Act to the extent
applicable.
The Offer is otherwise being made in accordance with the
requirements of the Takeover Code, the Panel, the London Stock
Exchange and the UK Financial Conduct Authority. Accordingly, the
Offer is subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable and
settlement procedures, that are different from those applicable
under United States domestic tender offer procedures and law.
US Shareholders should note that the API Shares are not listed
on a US securities exchange and API is not subject to the periodic
reporting requirements of the US Exchange Act and is not required
to, and does not, file any reports with the US Securities and
Exchange Commission thereunder.
Neither the US Securities and Exchange Commission nor any US
state securities commission or regulatory authority has approved or
disapproved of the Offer, passed upon the fairness or merits of
this announcement or determined whether this announcement is
accurate or complete. Any representation to the contrary is a
criminal offence in the United States.
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, 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 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.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
which are, or may be deemed to be "forward-looking statements",
which are prospective in nature. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the
boards of directors of Cedar Bidco in light of their experience and
their perception of historical trends, current conditions, expected
future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such
forward-looking statements in this announcement could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Should one or
more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this announcement. Cedar Bidco
assumes no obligation to update or correct the information
contained in this announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date. Nothing contained in
this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of API or Cedar Bidco
except where expressly stated.
No profit forecast
No statement in this announcement is intended as a profit
forecast or a profit estimate, and no statement in this
announcement should be interpreted to mean that the future earnings
per API Share for current or future financial years will
necessarily match or exceed the historical or published earnings
per API Share.
Publication of this announcement
The Offer is subject to the provisions of the Takeover Code. A
copy of this announcement and the documents to be put on display
pursuant to Rule 26.1 of the Takeover Code will be made available,
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the following website at
http://www.cosinecom.com/cedar/ by no later than 12 noon on the
Business Day following the date of this announcement.
For the avoidance of doubt, neither the content of the websites
referred to above nor the contents of any website accessible from
hyperlinks on any such website (or any other website) is
incorporated into, or forms part of, this announcement nor, unless
previously published by means of a recognised information service,
should any such content be relied upon in reaching a decision
regarding the matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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