TIDMCOLT
RNS Number : 0436Y
Moonray Services (UK) Limited
04 September 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
For immediate release
4 September 2015
Extension of the Offer
On 8 July 2015, FMR LLC ("FMR") and FIL Limited ("FIL")
(together, "Fidelity") published the terms of their all cash final
offer (the "Offer") through Lightning Investors Limited ("BidCo")
(an entity jointly owned by FMR and FIL) to acquire the issued and
to be issued share capital of Colt Group S.A. ("Colt") not owned by
Fidelity (the "Offer Document").
Following Fidelity's announcement on 12 August 2015 that the
Offer is to remain open for acceptances until 1.00 p.m. (London
time) on 4 September 2015, Fidelity today announces, pursuant to
the terms of the Offer, that the Offer is being extended and will
remain open for acceptances until 1.00 p.m. (London time) on 25
September 2015 and close at such time.
As announced by Colt on 12 September 2015, Colt has made a
request to the U.K. Listing Authority and to the London Stock
Exchange for the cancellation of the listing on the Official List
of the Colt Shares and for the cancellation of the admission to
trading on the London Stock Exchange's market for listed securities
of the Colt Shares and cancellation is expected to take effect from
8.00 a.m. on 10 September 2015.
Delisting would significantly reduce the liquidity and
marketability of any Colt Shares not purchased pursuant to the
Offer, and their value may be affected as a consequence.
Fidelity encourages all Colt Shareholders who have not yet
accepted the Offer to do so as soon as possible and not later than
1.00 p.m. (London time) on 25 September 2015.
Procedure for acceptance of the Offer
Colt Shareholders who have not yet accepted the Offer are urged
to do so without delay and in accordance with the following
instructions:
-- If Colt Shareholders hold Colt Shares in certificated form
(that is, not in CREST), Colt Shareholders should read paragraph
16.1 of the letter from BidCo to Colt Shareholders in Part 1 of the
Offer Document and complete the accompanying Form of Acceptance in
accordance with the instructions printed on it and set out in
paragraph 16.1. The completed Form of Acceptance should be returned
as soon as possible by post to the Receiving Agent, Computershare
Investor Services PLC, Corporate Actions Projects, The Pavilions,
Bridgwater Road, Bristol BS99 6AH or by hand (during normal
business hours only) to the Receiving Agent, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, and
in any event so as to be received by Computershare Investor
Services PLC no later than 1.00 p.m. (London time) on 25 September
2015. A reply-paid envelope has been enclosed with the Offer
Document delivered to Colt Shareholders, for use in the United
Kingdom.
-- If Colt Shareholders hold Colt DIs (in CREST), Colt
Shareholders should read paragraph 16.2 of the letter from BidCo to
Colt Shareholders in Part 1 of the Offer Document and ensure that
an electronic acceptance is made by the Colt Shareholder or on his
behalf as soon as possible and in any event no later than 1.00 p.m.
(London time) on 25 September 2015. If Colt Shareholders are CREST
sponsored members, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
instruction(s) to Euroclear.
If Colt Shareholders require assistance in completing a Form of
Acceptance (or wish to obtain an additional Form of Acceptance), or
have questions in relation to making an Electronic Acceptance, Colt
Shareholders should contact the Receiving Agent, Computershare
Investor Services PLC on 0370 707 4040 from within the U.K. or on
+44 (0)370 707 4040 if calling from outside the U.K.. Calls from
landline providers typically cost up to 12 pence per minute. From
mobile networks calls cost between 5 pence and 40 pence per minute.
Calls from outside the U.K. are chargeable at applicable
international rates. Calls may be recorded and randomly monitored
for security and training purposes. Lines are open from 9.00 a.m.
until 5.00 p.m. (London time) Monday to Friday (excluding U.K.
public holidays). The helpline cannot provide advice on the merits
of the Offer nor give any financial, legal or tax advice. Copies of
the Offer Document and Form of Acceptance can be viewed on Colt's
website at http://www.colt.net.
**********
Unless otherwise defined herein, terms defined in the Offer
Document have the same meaning in this announcement.
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, on Colt's website at http://www.colt.net.
Enquiries
J.P. Morgan Cazenove (financial
adviser to Fidelity and
BidCo)
Mark Breuer Tel: +44 (0) 20 7742
Dwayne Lysaght 4000
J.P. Morgan Limited, which conducts its U.K. investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Fidelity and BidCo and no one else in connection with the Offer and
will not regard any other person as its client in relation to the
Offer or any other matter referred to in this announcement and will
not be responsible to anyone other than Fidelity and BidCo for
providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to the Offer or any
other matter referred to herein.
Regulation of the Offer and disclosure
Due to the existing shareholdings of Fidelity in Colt, the Offer
does not constitute a takeover offer for the purposes of the
Takeover Directive and accordingly is not a transaction that is
regulated by the Panel or by the Commission de Surveillance du
Secteur Financier (CSSF) Luxembourg.
Accordingly, Colt Shareholders and others dealing in shares in
Colt are not obliged to disclose any of their dealings in
accordance with Rule 8 of the Code. However, Colt Shareholders and
others dealing in shares in Colt or in certain financial
instruments giving access to shares in Colt are reminded (i) that
they are required to make notifications provided for by the
Transparency Law of Luxembourg of 11 January 2008, and (ii) that
any person who reaches, exceeds or falls below the threshold of 3
per cent. and/or each 1 per cent. threshold thereafter, is required
by Colt's articles of association to notify Colt and the CSSF of
such a change.
Overseas Shareholders
The laws of the relevant jurisdictions may affect the
availability of the Offer to persons who are not resident in
Luxembourg, the United Kingdom or the U.S.. Persons who are not
resident in Luxembourg, the United Kingdom or the U.S. or who are
subject to laws of any jurisdiction other than Luxembourg, the
United Kingdom or the U.S., should inform themselves about, and
observe, any applicable requirements. Any person (including,
without limitation, nominees, trustees and custodians) who would,
or otherwise intends to, forward the Offer Document or any
accompanying document to any jurisdiction outside Luxembourg, the
United Kingdom or the U.S. should refrain from doing so and seek
appropriate professional advice before taking any such action.
The Offer is not being made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction
(as defined in the Offer Document), and the Offer is not capable of
acceptance by any such use, means, instrumentality or facility or
from within a Restricted Jurisdiction. Accordingly, copies of
formal documentation relating to the Offer are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving the Offer Document (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. Doing so may render invalid any related purported
acceptance of the Offer.
The Offer is being made in the U.S. pursuant to Section 14(e)
and Regulation 14E under the Exchange Act and otherwise in
accordance with any applicable requirements under Luxembourg or
English law, the London Stock Exchange and the Financial Conduct
Authority.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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