Level of Acceptances and Extension of Offer


 

TIDMSGL 
 
RNS Number : 2211S 
Unifinter Administratiekantoor BV 
14 May 2009 
 

 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM CANADA OR JAPAN 
OR ANY OTHER RESTRICTED JURISDICTION 
 
 
14 May 2009 
 
 
MANDATORY CASH OFFER 
by 
UNIFINTER ADMINISTRATIEKANTOOR B.V. 
for the entire issued share capital of 
SUMMIT GERMANY LIMITED 
 
 
 
 
Level of acceptances and relevant holdings 
 
 
It was announced on 7 April 2009 that Unifinter Administratiekantoor B.V. (the 
"Offeror") made a mandatory cash offer (the "Offer") for the entire issued share 
capital of Summit Germany Limited ("Summit") not already owned by the Offeror. 
The Offer Document and the Form of Acceptance, which set out the full details 
and terms of the Offer, were posted to Summit Shareholders on 15 April 2009. 
 
 
There is no minimum acceptance condition or any conditions precedent to the 
Offer. The Offer is unconditional in all respects. 
 
 
On 6 May 2009, the first closing date of the Offer, the Offeror announced that 
as at 1.00 p.m. (London time) valid acceptances had been received in respect of 
83,093,356 Summit Shares, representing approximately 30.21 per cent. of the 
issued share capital of Summit. 
 
 
The Offeror announces that as at 1.00 p.m. (London time) on 13 May 2009, the 
next closing date of the Offer, valid acceptances had been received in respect 
of 94,663,708 Summit Shares, representing approximately 34.42 per cent. of the 
issued share capital of Summit. 
 
 
Prior to the Offer the Offeror held 159,952,549 Summit Shares, representing 
approximately 58.16 per cent. of the issued share capital of Summit. 
Accordingly, as at 1.00p.m. (London time) on 13 May 2009, the Offeror owned, or 
had received valid acceptances in respect of 254,616,257 Summit Shares, 
representing approximately 92.58 per cent. of the issued share capital of 
Summit. 
 
 
Neither the Offeror nor any of the directors of the Offeror, nor, so far as the 
directors of the Offeror are aware, any person acting in concert with the 
Offeror for the purposes of the Offer has any interest in, right to subscribe 
for, or has borrowed or lent any Summit Shares or securities convertible or 
exchangeable into Summit Shares ("Summit Securities"), nor does any such person 
have any short position (whether conditional or absolute and whether in 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 in relation to the Summit Securities, save as disclosed above 
and in the Offer Document. 
 
 
Offer extended to 1.00 p.m. on Wednesday, 27 May 2009 
 
 
The Offeror announces that the Offer is being extended for 14 days and will 
remain open for acceptance until 1.00 p.m. (London time) on the next closing 
date, which will be Wednesday, 27 May 2009. The Offer may or may not be extended 
after that time; any further extension of the Offer will be publicly announced 
by 8.00 a.m. on the business day following the day on which the Offer was 
otherwise due to expire, or such later time as the Panel may agree. The Offer 
remains subject to the terms set out in the Offer Document. 
 
 
Procedure for acceptances 
 
 
If you hold your Summit Shares in certificated form (that is, not in CREST) and 
have not already accepted the Offer, to accept the Offer you should complete, 
sign and return the Form of Acceptance (together with your share certificate(s) 
and any other documents of title) as soon as possible and, in any event, so as 
to be received by no later than 1.00 p.m. (London time) on 13 May 2009 by Capita 
Registrars Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, 
BR3 4TU, United Kingdom. 
 
 
If you hold your Summit Shares in uncertificated form (that is, in CREST) and 
have not already accepted the Offer, to accept the Offer you should follow the 
procedure for Electronic Acceptance through CREST so that the TTE Instruction 
settles as soon as possible, and, in any event, no later than 1.00 p.m. (London 
time) on 13 May 2009. If you are a CREST sponsored member, you should refer to 
your CREST sponsor before taking any action as only your CREST sponsor will be 
able to send the necessary TTE Instructions to Euroclear in relation to your 
Summit Shares. 
 
 
De-listing and potential compulsory acquisition 
 
 
In light of the level of acceptances received and the existing holding of the 
Offeror in Summit, the Offeror does not intend to maintain Summit's listing 
on AIM following the closing of the Offer. 20 business days notice is required 
to be given by Summit under the AIM Rules before the cancellation of its listing 
is effective. 
 
 
De-listing would significantly reduce the liquidity and marketability of any 
Summit Shares not acquired by the Offeror through the Offer and the value of any 
such Summit Shares may be affected as a consequence. In addition, certain 
protections afforded to shareholders in an AIM listed company will no longer be 
available. 
 
 
As it is the Offeror's intention not to maintain Summit's listing on AIM, it 
intends to apply the provisions of the Companies (Guernsey) Law, 2008, as 
amended, to acquire compulsorily any outstanding Summit Shares following the 
closing of the Offer if acceptances of not less than 90 per cent. of the Summit 
Shares to which the Offer relates are received by the Offeror. 
 
 
Terms used in this announcement have the same meaning given to them in the Offer 
Document. 
 
 
Enquiries: 
 
 
Offeror 
 Telephone:   +972 54 7709170 
 Zohar Levy 
 
 
Summit 
Telephone:  +44 (0)1481 710 315 
Quentin Spicer 
 
 
Fairfax I.S. PLC (financial adviser to Summit)       Telephone:  +44 (0)20 7598 
5368 
 Adam Hart 
 
 
A copy of this announcement is available on Summit's website at: 
http://www.summitgermany.co.uk/newsFilter 
 
 
This announcement is not intended to be and does not constitute, or form any 
part of, an offer to sell or the solicitation of an offer to subscribe for or 
buy any securities, nor shall there be any sale, issue or transfer of the 
securities referred to in this announcement in or into any jurisdiction in 
contravention of any applicable law. The Offer will be made solely by means of 
the Offer Document and, in the case of certificated Summit Shares, the Form of 
Acceptance accompanying the Offer Document. 
 
 
Unless otherwise determined by Offeror, the Offer will not be made, directly or 
indirectly, in or into, or by the use of mails or by any means or 
instrumentality (including, without limitation, by means of telephone, 
facsimile, email, internet or other forms of electronic communication) of 
interstate or foreign commerce of, or any facility of a national state or other 
securities exchange of, Canada or Japan or any other Restricted Jurisdiction and 
the Offer will not be capable of acceptance by any such use, instrumentality or 
facility or from within those jurisdictions. Accordingly, copies of this 
announcement and formal documentation relating to the Offer are not being, and 
must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, 
distributed, sent or accessed in or into or from Canada or Japan or any other 
Restricted Jurisdiction where to do so would breach the laws of the relevant 
jurisdiction. Persons receiving this announcement (including without limitation 
custodians, nominees and trustees) should observe these restrictions and must 
not mail or otherwise forward, transmit, distribute or send it in or into or 
from Canada or Japan or any other Restricted Jurisdiction. Doing so may render 
invalid any purported acceptance of the Offer. 
 
 
The availability of the Offer to persons who are not resident in and citizens of 
the United Kingdom may be affected by the laws of the relevant jurisdictions in 
which they are located or of which they are citizens. Such persons should inform 
themselves of, and observe any, applicable legal or regulatory requirements of 
their jurisdictions. Further details in relation to overseas shareholders are 
contained in the Offer Document. 
 
 
Fairfax, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Summit and no-one else 
in connection with the Offer and will not be responsible to anyone other than 
Summit for providing the protections afforded to clients of Fairfax or for 
providing advice in relation to the Offer or any other matter referred to in 
this announcement. 
 
 
Dealing disclosure requirements 
 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in, one per cent or more of any class of 
"relevant securities" of Summit, all "dealings" in any "relevant securities" of 
that company (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") must be publicly disclosed by not 
later than 3.30pm (London time) on the London business day following the date of 
the relevant transaction. This requirement will continue until the date on which 
the Offer becomes, or is declared, unconditional as to acceptances or lapses or 
is otherwise withdrawn or on which the "offer period" otherwise ends. If two or 
more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an "interest" in "relevant securities" of Summit, 
they will be deemed to be a single person for the purpose of Rule 8.3 of the 
Code. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Summit by the Offeror or Summit, or by any of their respective 
"associates" must also be disclosed by no later than 12.00 (London time) on the 
London business day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a dealing under Rule 8, please consult the Panel's website at 
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20 
7638 0129; fax number +44(0)20 7236 7013. 
 
 
END 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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