TIDMCHTR
RNS Number : 4493V
Colfax Corporation
12 January 2012
NOT FOR RELEASE, PUBLICATION 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
SECURITIES LAWS OF SUCH JURISDICTION
12 January 2012
RECOMMENDED CASH AND SHARE OFFER
for
CHARTER INTERNATIONAL PLC
by
COLFAX UK HOLDINGS LTD a wholly-owned subsidiary of
COLFAX CORPORATION
Court Sanction of the Scheme and the Capital Reduction
Results of the Mix and Match Facility and the Loan Note
Alternative
On 12 September 2011 Colfax Corporation ("Colfax") and Charter
International plc ("Charter") announced that they had reached
agreement on the terms of a recommended cash and share offer for
the entire issued and to be issued share capital of Charter (the
"Acquisition").
Colfax announces that the Court has today sanctioned the Scheme
and confirmed the Capital Reduction. It is expected that the Scheme
will become effective shortly after 9.00 a.m. (London time) on 13
January 2012.
In respect of the Mix and Match Facility, (i) Charter
Shareholders holding 11,143,511 Charter Shares had elected to
receive additional cash; and (ii) Charter Shareholders holding
129,930,272 Charter Shares had elected to receive additional New
Colfax Shares.
In addition, in respect of the Loan Note Alternative, Charter
received valid elections for less than GBP2 million in nominal
value of Loan Notes, in aggregate. One of the conditions set out in
the Scheme Document to the issuing by Colfax UK Holdings Ltd of the
Loan Notes was that valid elections for at least GBP2 million in
nominal value must have been received. As this condition has not
been met, Colfax UK Holdings Ltd will not be issuing Loan Notes to
Charter Shareholders and instead those Charter Shareholders who
validly elected for Loan Notes under the Loan Note Alternative will
instead receive cash in accordance with the terms of the
Acquisition.
Accordingly, valid elections received from Charter Shareholders
for additional New Colfax Shares under the Mix and Match Facility
will be scaled down on a pro rata basis and valid elections
received for additional cash will be satisfied in full, with the
result that:
-- Charter Shareholders who have made an election to receive
additional New Colfax Shares under the Mix and Match Facility will
receive 0.134743 New Colfax Shares and 714.5622 pence in cash per
Charter Share; and
-- Charter Shareholders who have made an election to receive
additional cash under the Mix and Match Facility will receive zero
New Colfax Shares and 910 pence in cash per Charter Share,
in each case in respect of which a valid election has been
made.
In respect of Charter Shares for which no valid election under
the Mix and Match Facility has been made, Charter Shareholders will
receive the basic offer consideration which is 730 pence in cash
and 0.1241 New Colfax Shares per Charter Share.
Fractions of New Colfax Shares will not be allotted or issued to
Scheme Shareholders pursuant to the Scheme. Instead, to the extent
that a Scheme Shareholder is entitled to a fractional interest in a
New Colfax Share, fractions of New Colfax Shares will be aggregated
and the aggregate of such fractions (rounded down to the nearest
whole share) shall be allotted and issued to the person appointed
by Colfax as nominee for such Scheme Shareholder and sold in the
market. The net proceeds of sale will be distributed (in Sterling)
pro rata to Scheme Shareholders entitled thereto, save that amounts
of less than GBP3 will not be paid and will be used for the benefit
of the enlarged Colfax Group.
The Acquisition remains conditional upon (i) delivery to the
Registrar of Companies of the Scheme Court Order; (ii) delivery to
the Registrar of Companies of the Reduction Court Order and the
approved minute attached to it; and (iii) the Reduction Court Order
being registered by the Registrar of Companies together with the
approved minute attached to it.
Subject to these conditions being satisfied (which is expected
to occur shortly after 9.00 a.m. (London time) on 13 January 2012),
Colfax will despatch the Offer Consideration, including settlement
of valid elections received under the Mix and Match Facility on 27
January 2012.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the scheme document dated
18 October 2011 relating to the Acquisition.
A copy of this announcement will be available, subject to
certain restrictions in relation to persons resident in certain
overseas jurisdictions, at Charter's website at www.charter.ie and
at Colfax's website at www.colfaxcorp.com. Neither the contents of
Charter's website, the contents of Colfax's website, nor the
content of any other website accessible from hyperlinks on either
Charter's or Colfax's website, is incorporated into or forms part
of this announcement.
Enquiries:
Colfax and Colfax UK Holdings Limited
Scott Brannan, Colfax (SVP and Chief Financial
Officer) +1 (301) 323 9000
Citigate Dewe Rogerson
(Public relations adviser to Colfax and +44 (0)20 7282
Colfax UK Holdings Limited) 2945
Ginny Pulbrook +44 (0)20 7282
Patrick Donovan 2915
Deutsche Bank
(Financial adviser and corporate broker
to Colfax and Colfax UK Holdings Limited)
Richard Sheppard
James Cass +44 (0)20 7545
Charles Wilkinson (corporate broking) 8000
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
pursuant to the terms of the Scheme Document (or, if applicable,
the Offer Document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition or to elect to sell shares in connection
with the acquisition, as the case may be. Any decision in respect
of, or other response to, the Acquisition should be made only on
the basis of the information contained in the Scheme Document and
the Prospectus.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom, Jersey and the United
States may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom, Jersey and the United States should inform themselves
about, and observe any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom,
Jersey or the United States to vote their Charter Shares with
respect to the Scheme at the Meetings, or to execute and deliver
forms of proxy appointing another to vote at the Meetings on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. This announcement has been prepared for
the purpose of complying with Jersey law and the City Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom or
Jersey.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Acquisition
is implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Notice to US investors in Charter: The Acquisition relates to
the shares of a Jersey company that is a "foreign private issuer"
(as defined under Rule 3b-4 under the US Exchange Act) and is being
made by means of a scheme of arrangement provided for under Jersey
company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in Jersey to schemes of arrangement which differ from
the disclosure requirements of United States tender offer and proxy
solicitation rules. Financial information included in this
announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States. If, in the future, Colfax UK
Holdings Limited exercises the right to implement the Acquisition
by way of a takeover offer, such offer will be made in compliance
with applicable US laws and regulations.
The securities of Colfax referred to in this announcement have
not been registered under the Securities Act, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act.
The issuance of New Colfax Shares pursuant to the Scheme will
not be registered under the Securities Act, and will be issued
pursuant to the exemption provided by Section 3(a)(10) under the
Securities Act. In the event that Colfax determines to conduct the
Acquisition pursuant to a takeover offer or otherwise in a manner
that is not exempt from the registration requirements of the Act,
it will file a registration statement with the Securities and
Exchange Commission ("SEC") that will contain a prospectus. In this
event, Charter Shareholders are urged to read these documents and
any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information, and such documents will be available
free of charge at the SEC's website at www.sec.gov.
Neither the US Securities and Exchange Commission, nor any US
state securities commission, has approved or disapproved of the
Loan Notes or the New Colfax Shares to be issued in connection with
the Acquisition, or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence
in the US.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory
Authority) and authorised and subject to limited regulation by the
Financial Services Authority. Details about the extent of Deutsche
Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG is acting as
financial adviser to Colfax and Colfax UK Holdings Limited and no
one else in connection with the contents of this announcement and
will not be responsible to any person other than Colfax and Colfax
UK Holdings Limited for providing the protections afforded to
clients of Deutsche Bank AG, nor for providing advice in relation
to any matters referred to in this announcement.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a paper offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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