SGL Summit Ger

 

TIDMSGL 
 
RNS Number : 2712Q 
Summit Germany Limited 
07 April 2009 
 

FOR IMMEDIATE RELEASE 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM CANADA OR JAPAN OR 
ANY OTHER RESTRICTED JURISDICTION 
 
7 April 2009 
MANDATORY CASH OFFER 
by 
UNIFINTER ADMINISTRATIEKANTOOR B.V. 
for the entire issued share capital of 
SUMMIT GERMANY LIMITED 
 
 
Summary 
 
 
  *  Unifinter Administratiekantoor B.V. (the Offeror) and the independent board of 
  Summit Germany Limited (Summit or the Company) announced earlier today that that 
  they have reached agreement on the terms of a recommended cash offer to be made 
  by the Offeror for the entire issued share capital of Summit not already owned 
  by the Offeror (the Offer). 
 
 
 
  *  The Offeror has today acquired 24,881,274 Summit Shares, representing 
  approximately 9.02 per cent. of the existing issued ordinary share capital of 
  Summit, at an ex-dividend price of 21 cents per Summit Share. 
 
 
 
  *  As a result, the Offeror now owns 107,333,823 Summit Shares, representing 
  approximately 39.0 per cent. of the existing issued share capital of Summit. 
 
 
 
  *  In accordance with Rule 9 of the Code, the Offeror therefore announces the terms 
  of a Mandatory Cash Offer required to be made to acquire the entire issued 
  ordinary share capital of Summit not already held by the Offeror, at an 
  ex-dividend price of 21 cents per Summit Share. 
 
 
 
  *  The Mandatory Cash Offer does not affect the statement in the Announcement 
  earlier today that any Shareholders who accept the Mandatory Cash Offer will be 
  entitled to retain the dividend declared by the Company today. 
 
 
 
  *  The Mandatory Cash Offer is conditional only on the Offeror having received 
  acceptances in respect of Summit Shares which, together with Summit Shares 
  acquired or agreed to be acquired before or during the Offer, will result in the 
  Offeror holding shares carrying more than 50 per cent. of the voting rights of 
  Summit. 
  *  The Mandatory Cash Offer will remain open until at least 14 days following the 
  date on which the Offer Document and Form of Acceptance are published. 
 
 
 
Enquiries: 
OfferorTelephone:+972-54-7709170 
Zohar Levy 
 
MANDATORY CASH OFFER 
by 
UNIFINTER ADMINISTRATIEKANTOOR B.V. 
for the entire issued share capital of 
SUMMIT GERMANY LIMITED 
 
 
1       Introduction 
The Offeror and the independent board of Summit announced earlier today that 
that they have reached agreement on the terms of the Offer. 
The Offeror has today acquired 24,881,274 Summit Shares, representing 
approximately 9.05 per cent. of the existing issued ordinary share capital of 
Summit, at an ex-dividend price of 21 cents Summit Share. 
As a result, in total, the Offeror now owns 107,333,823 Summit Shares 
representing approximately 39.03 per cent. of the voting rights attaching to the 
existing issued ordinary share capital of Summit. 
In accordance with Rule 9 of the Code, the Offeror therefore announces the terms 
of a Mandatory Cash Offer for the entire issued ordinary share capital of 
Summit, at an ex-dividend price of 21 cents per Summit Share. 
2       Dividend 
The Mandatory Cash Offer does not affect the statement in the Announcement 
earlier today that any Shareholders who accept the Mandatory Cash Offer will be 
entitled to retain the dividend declared by the Company today. 
3       Amendments to the terms and conditions of the Offer 
As detailed in Appendix 1 to this announcement, the only condition attached to 
this Mandatory Cash Offer is for the Offeror to have acquired (or agreed to 
acquire) or have received valid acceptances over Summit Shares carrying more 
than 50 per cent. of the voting rights. 
The Mandatory Cash Offer will remain open until at least 14 days following the 
date on which the Offer Document and Form of Acceptance are published. 
Accordingly, the Offeror now owns a total of 107,333,823 Summit Shares, 
representing approximately 39.0 per cent. of the existing issued ordinary share 
capital of Summit. 
Appendix 2 to this announcement contains the definitions of certain expression 
used in this announcement which are not defined in the Announcement. 
4       Cash confirmation 
Bank Leumi le-Israel B.M. confirms that it is satisfied that resources are 
available to the Offeror to satisfy full acceptance of the Offer. 
5       General 
This announcement does not constitute a formal offer or invitation to purchase 
any securities, or a solicitation of any offer to purchase any securities, 
whether pursuant to the Offer or otherwise. The Offer Document and Form of 
Acceptance, which set out the full details and terms and conditions of the Offer 
will be despatched to Shareholders shortly. 
This announcement has been prepared in accordance with English law and the Code 
and information disclosed may not be the same as that which would have been 
prepared in accordance with the laws of jurisdictions outside England. The Offer 
will be subject to the applicable rules and regulations of the London Stock 
Exchange and the Code. 
In this announcement all references to "euro", "EUR" or "cents" are to the lawful 
currency of the participating member states in the Third Stage of European 
Economic and Monetary Union of the Treaty Establishing the European Community, 
as amended by the Treaty on European Union. 
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 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.  The Offer in the United States is being made pursuant to an 
exemption from certain US tender offer rules provided by Rule 14d-1(c) under the 
Exchange Act 1934. The Offeror may, in connection with applicable law, including 
applicable exemptions from Rule 14e-5 under the Exchange Act, make certain 
purchases of Summit Shares in the market or otherwise during the period in which 
the Offer remains open. Such purchases will be announced on a next-day basis to 
a Regulatory Information Service and the Panel and the information about such 
purchases will be publicly available on the Regulatory Information Service of 
the London Stock Exchange which can be accessed on the London Stock Exchange's 
website: www.londonstockexchange.com.  Further details in relation to overseas 
shareholders will be contained in the Offer Document. 
Forward-Looking Statements 
This announcement contains a number of "forward-looking statements" relating to 
the Offeror and Summit and the business sectors in which they operate. 
Generally, the words "will", "may", "should", "continue", "believes", "expects", 
"intends", "anticipates", "forecast", "plan" and "project" or similar 
expressions identify forward-looking statements. Such statements reflect the 
relevant company's current views with respect to future events and are subject 
to risks, assumptions and uncertainties that could cause the actual results to 
differ materially from those expressed or implied in the forward-looking 
statements. Many of these risks, assumptions and uncertainties relate to factors 
that are beyond the relevant company's ability to control or estimate precisely, 
such as future market conditions, changes in general economic and business 
conditions, introduction of competing products and services, lack of acceptance 
of new products or services and the behaviour of other market participants. 
 Although the expectations reflected in such forward-looking statements 
considered are reasonable, there can be no assurance that such expectations will 
prove to have been correct. You should not, therefore, place undue reliance on 
these forward-looking statements, which speak only as of the date of 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 3.30 p.m. (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 noon (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 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. 
 
 
 
 
 
APPENDIX 1 
 
 
Conditions and Further Terms of the Mandatory Cash Offer 
 
 
The conditions set out in paragraphs (a) to (i) inclusive of Part A of Appendix 
I to the Announcement shall not apply to the Mandatory Cash Offer. 
 
 
The Mandatory Cash Offer will be conditional only upon valid acceptances of the 
Offer being received (and not, where permitted, withdrawn) by no later than 1.00 
p.m. (London time) on First Closing Date (or such later time(s) and/or date(s) 
as the Offeror may, subject to the rules of the Code, decide) in respect of more 
than 50 per cent. of Summit Shares to which the Offer relates and more than 50 
per cent. of the voting rights carried by those Summit Shares normally 
exercisable at a general meeting of Summit, including for this purpose (to the 
extent, if any, required by the Panel) any such voting rights attached to any 
Summit Shares unconditionally allotted or issued before the Offer becomes or is 
declared unconditional as to acceptances, whether pursuant to the exercise of 
conversion or subscription rights or otherwise and for the purposes of this 
condition: 
 
(i) the expression "Summit Shares to which the Offer relates" shall be construed 
in accordance with sections 974 to 991 of the Companies Act 2006; 
(ii) Summit Shares which have been unconditionally allotted but not issued shall 
be deemed to carry the voting rights which they will carry upon issue; and 
(iii) valid acceptances shall be deemed to have been received in respect of 
Summit Shares which are treated for the purposes of section 337 of the Companies 
(Guernsey) Law 2008, as amended as having been acquired or contracted to be 
acquired by the Offeror by virtue of acceptances of the Offer. 
 
The Mandatory Cash Offer is otherwise subject to the same terms as set out in 
the Announcement dated 7 April 2009 earlier today. 
 
 
  APPENDIX 2 
 
 
Terms defined in the Announcement have the same meaning in this announcement. 
In addition, the following definition applies throughout this announcement, 
unless the context requires otherwise other than: 
 
 
Announcement    the offer announced by the Offeror earlier today on 7 April 
2009; and 
 
 
Mandatory Cash Offerthe offer announced in accordance with Rule 9 of the Code 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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