TIDMCHTR
RNS Number : 4545V
Charter International PLC
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
Court Sanction of Scheme, the Capital Reduction and Results of
the Mix and Match Facility and the Loan Note Alternative 12 January
2012
On 12 September 2011, Charter International plc ("Charter") and
Colfax Corporation ("Colfax") 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").
Court Sanction of the Scheme
Charter is pleased to announce 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. On this date, Charter Shares
will cease to be listed on the Official List and their admission to
trading on the London Stock Exchange will be cancelled.
Upon completion of the Acquisition, subject to valid elections
under the Mix and Match Facility, Charter Shareholders will be
entitled to 730 pence in cash and 0.1241 New Colfax Shares for each
Charter Share held at the Scheme Record Time.
Crediting of Colfax CDIs (representing the New Colfax Shares) to
be issued through CREST is expected to occur prior to 8.00 a.m.
(Eastern Standard Time) on 27 January 2012, with dealings in New
Colfax Shares on the New York Stock Exchange expected to commence
on 27 January 2012.
Results of the Mix and Match Facility and the Loan Note
Alternative
The latest time for receipt of Forms of Election for the Mix and
Match Facility and the Loan Note Alternative was 1.00 p.m. (London
time) on 10 January 2012. At that time, (i) Charter Shareholders
holding 11,143,511 Charter Shares, representing approximately 6.67
per cent. of the existing issued ordinary share capital of Charter,
had elected to receive additional cash and (ii) Charter
Shareholders holding 129,930,272 Charter Shares, representing
approximately 77.76 per cent. of the existing issued ordinary share
capital of Charter, 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.
The ability of Colfax and Colfax Holdings to satisfy all
elections for cash consideration and/or New Colfax Shares made by
Shareholders was dependent on other Shareholders making equal and
opposite elections.
Valid elections for additional New Colfax Shares cannot be
satisfied in full. Accordingly, valid elections received for
additional New Colfax Shares will be scaled down on a pro rata
basis; and additional cash elections 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 GBP7.145622 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 GBP9.10 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 (the "Outstanding Conditions").
Colfax has today announced (the "Colfax Announcement") that
subject to the Outstanding Conditions being satisfied (which is
expected to occur shortly after 9.00 a.m. (London time) on 13
January 2012), Colfax will dispatch the Offer Consideration,
including settlement of valid elections received under the Mix and
Match Facility on 27 January 2012. The Colfax Announcement can be
viewed at http://ir.colfaxcorp.com/sec.cfm.
Except where separately defined in this announcement,
capitalised terms shall have the same meaning as set out in the
scheme document dated 18 October 2011.
A copy of this announcement is available to view on Charter's
website at
http://www.charter.ie/chtr_int/investors/recommended-acquisition/.
Enquiries
Brunswick Group LLP +44 (0)20 7404 5959
Jonathan Glass
Nina Coad
Goldman Sachs International +44 (0)20 7774 1000
Dominic Lee
Adrian Beidas
J.P. Morgan Cazenove +44 (0)20 7588 2828
Edmund Byers
Robert Constant
RBS Corporate Finance Limited +44 (0)20 7678 8000
Simon Hardy David Smith
Disclaimers
Goldman Sachs International, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively for Charter and for no-one else in connection
with the matters set out in this announcement and will not be
responsible to any person other than Charter for providing the
protections afforded to clients of Goldman Sachs International, nor
for providing advice in relation to the matters set out in this
announcement.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove and is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively as financial adviser and corporate broker to Charter
and for no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than
Charter for providing the protections afforded to its clients nor
for providing advice in relation to the matters set out in this
announcement.
RBS Corporate Finance Limited, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting as financial adviser and corporate broker to Charter and no
one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than
Charter for providing the protections afforded to its clients nor
for providing advice in relation to the matters set out in this
announcement.
Disclosure requirements of the Takeover Code (the "Code"):
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
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 Code, any person who is, or becomes,
interested in 1% 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 http://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.
510781033
This information is provided by RNS
The company news service from the London Stock Exchange
END
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