Moonray Services (UK) Limited Posting of Offer Document & Circular (5624S)

TIDMCOLT

RNS Number : 5624S

Moonray Services (UK) Limited

09 July 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

9 July 2015

All cash final offer for Colt Group S.A.

FMR LLC and FIL Limited (together "Fidelity") have posted the offer document (the "Offer Document") relating to Fidelity's all cash final offer through Lightning Investors Limited ("BidCo") to acquire the issued and to be issued share capital of Colt Group S.A. ("Colt") not currently owned by Fidelity, as announced on 19 June 2015 (the "Offer").

Colt has posted a circular to Colt shareholders to convene an Extraordinary General Meeting to be held at K2 Building, Forte 1, 2a rue Albert Borschette, L-1246, Luxembourg on 11 August 2015 starting at 10.00 a.m. (Luxembourg time) (the "Circular"). The Offer is conditional upon, amongst other things, certain resolutions being approved by the Colt shareholders at this meeting as set out in the Circular.

A copy of this announcement, the Offer Document and the Circular will be made available on Colt's website at http://www.colt.net.

In accordance with Listing Rule 9.6.1R, a copy of the Circular has been submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Enquiries

Fidelity and BidCo

J.P. Morgan Cazenove (financial adviser to Fidelity and BidCo)

   Mark Breuer                                                        Tel: +44 (0) 20 7742 4000

Dwayne Lysaght

Colt

   Morten Singleton (VP Investor Relations)               Tel:  +44 (0) 20 7863 5314 
   morten.singleton@colt.net                                             +44 (0) 7535 445 159

Barclays (financial adviser to the Colt independent directors)

   Derek Shakespeare                                               Tel:   +44 (0) 20 7623 2323

Will Peters

Rob Mayhew (Corporate Broking)

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.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Colt and no-one else in connection with the Offer and will not be responsible to any other person other than Colt for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer or any matters referred to in this announcement.

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

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