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
OUPDDLFBDKFZBBL
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