COLT Colt Grp S.A.

TIDMCOLT

RNS Number : 7845Q

Moonray Services (UK) Limited

22 June 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.

22 June 2015

Confirmatory statement regarding all cash final offer for Colt Group S.A. and commitment not to sell Colt shares to any third party prior to 31 December 2016

FMR LLC and FIL Limited (together "Fidelity") note the recent press speculation regarding Fidelity's all cash final offer to acquire the issued and to be issued share capital of Colt Group S.A. ("Colt") not currently owned by Fidelity (the "Offer"). Fidelity would like to confirm certain statements made in its announcement relating to the Offer on 19 June 2015 (the "Offer Announcement").

The offer price of 190 pence per share (the "Offer Price") is final. The Offer Price will not be increased under the Offer under any circumstances. As described in the Offer Announcement, Lightning Investors Limited (an entity jointly owned by FMR and FIL through which the Offer will be made) has received irrevocable undertakings to accept or procure acceptance of the Offer at the Offer Price from certain Colt shareholders.

Fidelity has committed to holding its investment in Colt and not to sell or take any other steps to dispose of its Colt shares to any third party prior to 31 December 2016. This commitment stands whether as a consequence of the Offer Colt becomes a private company, or remains as a public listed company should the Offer lapse.

The Offer is not regulated by the U.K. Panel on Takeovers and Mergers. However, Fidelity will stand by these statements as if the U.K. Takeover Code applied and has not qualified either statement in any way.

Enquiries

J.P. Morgan Cazenove (financial adviser to Fidelity)

   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 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 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 U.K. Panel on Takeovers and Mergers or by the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg.

Accordingly, Colt shareholders and others dealing in Colt shares are not obliged to disclose any of their dealings in accordance with Rule 8 of the U.K. Takeover Code. However, Colt shareholders and others dealing in Colt shares are reminded that they are required to make notifications provided for by the Transparency Law of Luxembourg of 11 January 2008, and 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 of such a change.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of, an offer to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval of an offer to acquire securities in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely pursuant to the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how to accept or procure acceptance of the Offer.

This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement has been prepared for the purpose of complying with any applicable requirements under Luxembourg and English law and the Listing Rules 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 Luxembourg and the United Kingdom.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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