SGL Summit Ger

 

TIDMSGL 
 
RNS Number : 3084Q 
Unifinter Administratiekantoor BV 
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 
 
 
Unifinter Administratiekantoor B.V. (the Offeror) announces that it has today 
acquired 77,500,000 Summit Shares, representing approximately 28.18 per cent. of 
the existing issued ordinary share capital of Summit, at a price of 22 cents per 
Summit Share (which included the right to receive the 1 cent dividend declared 
earlier today). 
 
 
As a result, the Offeror now holds 159,952,549 Summit Shares, representing 
approximately 58.16 per cent. of the existing issued share capital of Summit. 
The acquisitions made today require normal CREST payment arrangements, including 
"T+3" settlement of payment. 
 
 
As also announced earlier today, by virtue of these purchases an obligation to 
make a mandatory offer by the Offeror was triggered. The only condition attached 
to the Mandatory Cash Offer was the condition requiring more than 50 per cent. 
acceptances, which will be satisfied once settlement of the share acquisitions 
referred to in this announcement has occurred. 
 
 
An Offer Document and Form of Acceptance, which will set out the full details 
and terms of the Mandatory Cash Offer will be despatched to Shareholders in due 
course.  For the reasons set out above, it is therefore anticipated that when 
the Offer Document is published, the Offer will be wholly unconditional. 
 
 
Capitalised terms used and not defined in this announcement have the same 
meanings given to them in the Announcement and the announcement of the Mandatory 
Cash Offer earlier today. 
 
 
In this announcement all references to: (a) "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; and (b) "NIS" is to the 
lawful currency of Israel. 
Enquiries: 
OfferorTelephone:+972-54-7709170 
Zohar Levy 
 
 
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. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 STRUUUPUCUPBGQM 
 

Summit Germany (LSE:SGL)
Gráfica de Acción Histórica
De May 2024 a Jun 2024

Summit Germany (LSE:SGL)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024