Colt Group S.A. Notice of delisting (8708V)
2015年8月12日 - 10:14PM
RNSを含む英国規制内ニュース (英語)
TIDMCOLT
RNS Number : 8708V
Colt Group S.A.
12 August 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
12 August 2015
Notice of delisting
FMR LLC ("FMR") and FIL Limited ("FIL") (together, "Fidelity")
announced today that their all cash final 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, had been declared wholly
unconditional.
As at 1.00 p.m. (London time) on 11 August 2015, BidCo had
received acceptances in respect of 246,514,330 Colt Shares
representing, when aggregated with Colt Shares held by Fidelity,
BidCo or persons acting in concert with Fidelity, approximately
89.9 per cent. of the issued share capital and voting rights of
Colt. Therefore, the threshold under Listing Rule 5.2.11D has been
reached.
In accordance with paragraph 10 of the letter from BidCo to Colt
Shareholders in the offer document dated 8 July 2015 and containing
the terms and conditions of the Offer (the "Offer Document"), Colt
today announces that it 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.
Pursuant to Listing Rule 5.2.11C, Colt announces that the
cancellation notice period has now commenced and cancellation is
expected to take effect from 8.00 a.m. on 10 September 2015.
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 on Colt's
website at
http://www.colt.net/investor-portal/fidelity-offer-2/.
Enquiries
J.P. Morgan Cazenove (financial adviser to Fidelity and
BidCo)
Mark Breuer Tel: +44 (0) 20 7742 4000
Dwayne Lysaght
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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