TIDMCAE
RNS Number : 9212W
Charteris PLC
06 January 2014
NOT FOR RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
FOR IMMEDIATE RELEASE.
6 January 2014
Recommended Cash Acquisition of
Charteris Plc
by
Sword Soft Limited
(a wholly owned subsidiary of Sword Group SE)
Offer unconditional in all respects
Introduction
On 15 November 2013 the boards of Charteris Plc (Charteris) and
Sword Soft Limited (Sword) announced the terms of an offer to be
made by Sword for the entire issued and to be issued share capital
of Charteris (Offer). The full terms and conditions of the Offer
and the procedures for acceptance were set out in the offer
document issued by Sword on 13 December 2013 (Offer Document).
The board of Sword is pleased to announce all of the conditions
of the Offer have now been satisfied or waived and, accordingly,
that the Offer is unconditional in all respects.
The Offer will remain open for acceptances until further
notice.
As at 3 p.m. on 3 January 2014 Sword had received valid
acceptances of the Offer in respect of 48,537,343 Charteris Shares
(representing approximately 96.58 per cent. of the issued share
capital of Charteris). None of these acceptances have been received
from persons acting in concert with Sword and each of these
acceptances will be counted towards the satisfaction of the
acceptance condition under the Offer.
Prior to making the Offer, Sword obtained irrevocable
undertakings to accept, or procure the acceptance of, the Offer
from certain Charteris Shareholders in respect of 36,924,899
Charteris Shares, representing in aggregate approximately 73.48 per
cent. of the issued share capital of Charteris. In respect of the
Charteris Shares which are the subject of irrevocable undertakings,
Sword had at 3 p.m. on 3 January 2014 received valid acceptances in
respect of 36,924,899 Charteris Shares, representing approximately
73.48 per cent. of the issued share capital of Charteris.
As Sword is now interested in more than 75 per cent. of the
issued share capital of Charteris, Sword intends to procure that
Charteris applies to AIM for the cancellation of trading in
Charters shares on AIM.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Offer Document, a copy of which is available at
www.charteris.com.
Offer deadline
The Offer, which remains subject to the other terms and
conditions set out in the Offer Document, will remain open for
acceptances until further notice. At least 14 days' notice will be
given prior to the closing of the Offer to those Charteris
Shareholders who have not then accepted the Offer.
Charteris Shareholders who have not yet accepted the Offer are
urged to do so by the following deadlines:
-- If you hold your Charteris Shares in certificated form (that
is, not in CREST), you should complete and return the Form of
Acceptance, which accompanied the Offer Document, to the Receiving
Agent as soon as possible.
-- If you hold Charteris Shares in uncertificated form (that is,
in CREST), your electronic acceptance should be made and settled,
in accordance with the instructions set out in the Offer Document,
as soon as possible.
Settlement
Settlement of the consideration to which any Charteris
Shareholder is entitled under the Offer will be effected, in the
case of acceptances received complete in all respects by the date
of this announcement within 14 calendar days of the date of this
announcement.
The consideration due to the Charteris Shareholders who provide
valid and complete acceptances under the Offer after the date of
this announcement will be dispatched (or in the case of Charteris
Shareholders uncertificated form, credited through CREST) within 14
days of the date on which such acceptances are received or, in the
case of electronic acceptances, made.
Compulsory acquisition, cancellation of trading on AIM
As set out in the Offer Document, given that Sword has received
sufficient acceptances under the Offer such that Sword holds not
less than 75 per cent. of the voting rights of Charteris, Sword
intends, subject to the requirements of the AIM Rules, to procure
that Charteris makes an application to the London Stock Exchange
for the cancellation of the admission to trading of Charteris
Shares on AIM on 20 business days' notice.
Cancellation of the admission of Charteris Shares to trading on
AIM would significantly reduce the liquidity and marketability of
any Charteris Shares in respect of which acceptances of the Offer
are not submitted and accordingly it is likely that the value of
any such Charteris Shares would be significantly affected.
As set out in the Offer Document, as Sword has received
acceptances of the Offer in respect of, or otherwise acquired, 90
per cent. or more of the voting rights attached to the Charteris
Shares to which the Offer relates, Sword intends to exercise its
rights pursuant to the provisions of sections 979 to 991
(inclusive) of the Companies Act 2006 to acquire compulsorily the
remaining Charteris Shares to which the Offer relates on the same
terms as the Offer.
Procedure for acceptance of the Offer
To accept the Offer in respect of certificated Charteris Shares,
the Form of Acceptance must be completed, signed, witnessed and
returned together with a definitive share certificate(s) and/or
other document(s) of title to Capita Asset Services at Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
as soon as possible. The procedure for acceptance of the Offer in
respect of certificated Charteris Shares is set out in Appendix 1
to the Offer Document and in the accompanying Form of
Acceptance.
To accept the Offer in respect of uncertificated Charteris
Shares, acceptances should be made electronically through CREST so
that the TTE Instruction settles as soon as possible. The procedure
for acceptance of the Offer in respect of uncertificated Charteris
Shares is set out in Appendix 1 to the Offer Document.
A Charteris Shareholder who has any questions about the Offer,
or who is in any doubt as to how to complete the Form of Acceptance
or make an Electronic Acceptance should contact Capita Asset
Services on 0871 664 0321 from within the UK or on +44 20 8639 3399
if calling from outside the UK. Calls to the 0871 664 0321 number
cost 10 pence per minute (including VAT) plus your service
provider's network extras. Lines are open 9.00 a.m. to 5.30 p.m.
(London time) Monday to Friday. Calls to the helpline from outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
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.
Interest in Charteris Shares
As at 3 January 2014 (being the latest practicable date prior to
the date of this announcement), neither Sword, nor any person
acting in concert with Sword, is interested in, or has any rights
to subscribe for any relevant securities of Charteris, or has any
short position (whether conditional or absolute and whether in the
money or otherwise), including any short position under a
derivative or any arrangement in relation to any relevant
securities of Charteris. For these purposes 'arrangement' includes
any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of any relevant
securities of Charteris and any borrowing or lending of any
relevant securities of Charteris which have not been on-lent or
sold and any outstanding irrevocable commitment or letter of intent
with respect to any relevant securities of Charteris.
Further Information
Copies of the Offer Document and the Form of Acceptance are
available (during normal business hours) from Capita Asset Services
at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU.
ENQUIRIES
Enquiries
Sword
Jacques Mottard, Chairman +352 6211 88790
Phil Norgate +44(0) 7788 583088
Charteris
Steve Vaughan, Chairman +44(0) 7917 406461
Beaumont Cornish Limited (Financial Adviser to Charteris)
Roland Cornish +44(0)20 7628 3396
Beaumont Cornish Limited, which is authorised and regulated by
the Financial Services Authority in the United Kingdom, is acting
exclusively for Charteris and no one else in connection with the
Offer and will not be responsible to anyone other than Charteris
for providing the protections afforded to clients of Beaumont
Cornish or for providing advice in connection with the Offer.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities. The Offer has been
made solely by means of the Offer Document and the Form of
Acceptance (in respect of certificated Charteris Shares), which
contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted.
The Offer and the accompanying Form of Acceptance has not been
and will not be made, directly or indirectly, in, into or by use of
the mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate
or foreign commerce of, or any facilities of a national securities
exchange of any jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction. Neither this
announcement, nor the Offer Document, nor the Form of Acceptance,
nor any accompanying document constitutes an offer in any such
jurisdiction and the Offer is not and will not be capable of
acceptance by any such use, means, instrumentality or facilities or
otherwise from or within any such jurisdiction. Accordingly,
neither this announcement, nor the Offer Document, nor the Form of
Acceptance, nor any accompanying document are being, nor should be,
mailed transmitted or otherwise distributed, in whole or in part,
in or into or from any such jurisdiction. Doing so may render
invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Any persons who are subject
to the laws of any jurisdiction other than the United Kingdom
should inform themselves about and observe any and all applicable
legal or regulatory requirements of their jurisdiction. Any failure
to comply with such requirements may constitute a violation of the
securities laws of any such jurisdiction. Charteris Shareholders
who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant
jurisdiction without delay.
All Charteris Shareholders (including, without limitation,
nominees, trustees or custodians) who intend to forward this
announcement and (if appropriate) the Offer Document or the Form of
Acceptance or any other accompanying document to any jurisdiction
outside the United Kingdom should read Appendix 1 to the Offer
Document and seek appropriate advice before taking any action.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be published, subject to certain restrictions
relating to persons resident in any Restricted Jurisdiction, on
Charteris' website at www.charteris.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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