TIDMCIU
RNS Number : 6176R
Altrad Investment Authority
25 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
25 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
INITIATION OF COMPULSORY ACQUISITION PROCEDURE
Introduction
On 8 September 2017, Altrad Investment Authority SAS ("Altrad")
announced that the 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") had become
unconditional in all respects and would remain open until further
notice.
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 22 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
117,346,921 Cape Shares, representing, in aggregate, approximately
95.85 per cent. of the existing issued ordinary share capital of
Cape.
The percentages of Cape Shares referred to in this announcement
are based upon the figure of 122,425,334 Cape Shares in issue on 22
September 2017.
Initiation of Compulsory Acquisition Procedure
Altrad now announces that, as it has, by virtue of acceptances
of the Offer, acquired or unconditionally contracted to acquire not
less than 90 per cent. in nominal value of the Cape Shares to which
the Offer relates, pursuant to the provisions of Articles 117 and
118 of the Companies (Jersey) Law 1991 (the "Jersey Companies
Law"), Altrad Bidco is now entitled to acquire compulsorily all the
remaining Cape Shares for which acceptances have not yet been
received.
Accordingly, Altrad further announces that Altrad Bidco has
today despatched formal notices pursuant to Article 117(1) of the
Jersey Companies Law (the "Compulsory Acquisition Notices") to Cape
Shareholders who have not yet accepted the Offer or whose
acceptances were not valid for any reason. These notices set out
Altrad Bidco's intention to apply the provisions of Articles 117
and 118 of the Jersey Companies Law to acquire compulsorily any
remaining Cape Shares in respect of which the Offer has not been
accepted on the same terms as the Offer. It is expected that the
transfer of such remaining Cape Shares in accordance with the
Compulsory Acquisition Notices will take place on 6 November 2017,
being six weeks from the date of the Compulsory Acquisition
Notices.
On the expiry of six weeks from the date of the Compulsory
Acquisition Notices, being 6 November 2017, the Cape Shares held by
those Cape Shareholders who have not accepted the Offer will be
acquired compulsorily by Altrad Bidco on the same terms as the
Offer. The consideration to which those Cape Shareholders will be
entitled will be held by Cape as trustee on behalf of those Cape
Shareholders who have not accepted the Offer and they will be
requested to reclaim their consideration by writing to
Computershare at the end of the six week period.
Action to Be Taken
Notwithstanding that the compulsory acquisition procedure
referred to above has commenced, Cape Shareholders who have not yet
accepted the Offer and who wish to do so may still take action to
accept the Offer.
-- 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.
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
Important notice
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.
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 company news service from the London Stock Exchange
END
CASBSGDCCSDBGRD
(END) Dow Jones Newswires
September 25, 2017 02:01 ET (06:01 GMT)
Cape PLC (LSE:CIU)
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