TIDMWTM
RNS Number : 7455E
CTI Engineering Co., Ltd
10 May 2017
10 May 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
RECOMMED MANDATORY CASH OFFER
by
CTI ENGINEERING CO. LIMITED
for the entire issued and to be issued ordinary share capital
of
WATERMAN GROUP PLC
not already agreed to be acquired by CTI
Mandatory Offer
On 9 May 2017 the boards of directors of CTI Engineering Co.
Limited ("CTI") and Waterman Group plc ("Waterman") announced that
they had reached agreement on the terms of a recommended cash offer
to be made by CTI to acquire the entire issued and to be issued
share capital of Waterman not already agreed to be acquired by CTI
by way of a contractual offer under the Takeover Code and within
the meaning of Part 28 of the Companies Act 2006 at a price of 140p
per Waterman Share ("Offer Announcement").
The Offer Announcement refers to CTI having agreed to purchase,
in aggregate, 8,131,419 Waterman Shares at the Offer Price
representing approximately 26.44 per cent. of the share capital of
Waterman in issue on 8 May 2017 (being the Business Day prior to
the date of the Offer Announcement), conditional only on release of
the Offer Announcement. Accordingly, immediately following its
release on 9 May 2017, CTI became beneficially interested in
8,131,419 Waterman Shares.
Subsequent to the release of the Offer Announcement, CTI has
made market purchases of a further 1,096,238 Waterman Shares, such
that CTI is now interested in 9,227,657 Waterman Shares
representing 30.00 per cent. of the voting rights normally
exercisable at general meetings of Waterman.
As a consequence of CTI acquiring an interest in Waterman
carrying 30 per cent or more of the voting rights, in accordance
with Rule 9 of the Takeover Code CTI is now required to make a
mandatory cash offer to acquire all of the issued and to be issued
share capital of Waterman not already owned by CTI ("Mandatory
Offer").
As the further 1,096,238 Waterman Shares acquired by CTI were
not purchased at a price higher than the initial offer price of
140p per Waterman Share, this remains the offer price under the
Mandatory Offer.
Acceptance condition
The terms and conditions of the Mandatory Offer are identical to
those of the Offer as set out in the Offer Announcement except
that, in accordance with Rule 9 of the Takeover Code, all of the
Conditions set out in Part A of Appendix I of the Offer
Announcement will immediately cease to apply and will be replaced
with the following revised Condition:
"The Offer will be subject to the following Condition: valid
acceptances of the Offer being received (and not, where permitted,
withdrawn) by no later than 1.00 p.m. (London time) on the First
Closing Date of the Offer (or such later time(s) and/or date(s) as
CTI may, subject to the rules of the Takeover Code or with the
consent of the Panel, decide) in respect of such number of Waterman
Shares which, when aggregated with any Waterman Shares acquired or
agreed unconditionally to be acquired by CTI and any person acting
in concert with CTI before or during the Offer Period, carry in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at general meetings of Waterman including (to the
extent, if any, required by the Panel for this purpose) any such
voting rights attaching to any Waterman Shares that are
unconditionally allotted but not issued, whether pursuant to the
exercise of conversion or subscription rights or otherwise, before
the Offer becomes or is declared unconditional as to acceptances.
For the purposes of this condition:
(i) "Waterman Shares to which the Offer relates" shall be
construed in accordance with Chapter 3 of Part 28 of the Companies
Act 2006;
(ii) Waterman Shares which have been unconditionally allotted
but not issued shall be deemed to carry the voting rights which
they will carry upon being entered into the register of members of
Waterman; and
(iii) valid acceptances shall be deemed to have been received in
respect of Waterman Shares which are treated for the purposes of
section 979(8) Companies Act 2006 as having been acquired or
contracted to be acquired by CTI by virtue of acceptances of the
Offer."
The First Closing Date will remain the date which falls 21 days
after the posting of the Offer Document.
Recommendation
The Waterman Directors, who have been so advised by N+1 Singer,
consider the terms of the Mandatory Offer to be fair and reasonable
and continue to support the Mandatory Offer for the same reasons as
set out in the Offer Announcement. In providing advice to the
Waterman Directors, N+1 Singer has continued to take into account
the commercial assessments of the Waterman Directors. N+1 Singer is
providing independent financial advice for the purposes of Rule 3
of the Takeover Code to the Waterman Directors.
Accordingly, the Waterman Directors unanimously intend to
recommend that Waterman Shareholders accept (or procure the
acceptance of) the Mandatory Offer.
Financing of the Mandatory Offer
The cash consideration payable by CTI under the terms of the
Mandatory Offer will be financed from its existing cash
resources.
In accordance with Rule 2.7(d) of the Takeover Code, WH Ireland
Limited, as financial adviser to CTI, is satisfied that sufficient
resources are available to CTI to satisfy in full the cash
consideration payable to Waterman Shareholders pursuant to the
terms of the Mandatory Offer.
Disclosure of interests
As at the close of business on 9 May 2017, being the last
practicable date prior to the publication of this announcement,
except as set out above and in the Offer Announcement, neither CTI
nor any of the CTI Directors nor, so far as the CTI Directors are
aware, any person acting, or deemed to be acting, in concert with
CTI:
-- had an interest in, or right to subscribe for, relevant securities of Waterman;
-- had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Waterman;
-- had procured an irrevocable commitment or letter of intent to
accept the Offer in respect of relevant securities of Waterman;
or
-- had borrowed or lent any Waterman Shares.
Furthermore, except as set out above and in the Offer
Announcement, no arrangement exists with CTI or any person acting
in concert with CTI in relation to Waterman Shares. For these
purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Waterman Shares which may
be an inducement to deal or refrain from dealing in such
securities.
General
Unless otherwise defined in this announcement, terms defined in
the Offer Announcement have the same meaning in this
announcement.
This announcement should be read by Waterman Shareholders in
conjunction with the Offer Document.
The full terms of and conditions to the Offer (as amended as set
out in this announcement) will be set out in the Offer Document and
the Form of Acceptance which will be posted to Waterman
Shareholders as soon as practicable and in any event within 28 days
of the date of the Offer Announcement. In deciding whether or not
to accept the Offer (as amended by this announcement), Waterman
Shareholders should rely solely on the information contained in,
and follow the procedures set out in the Offer Document and Form of
Acceptance.
Enquiries:
WH Ireland Limited
(Financial adviser to CTI)
James Joyce / Nick Prowting 020 7220 1666
Gideon Franklin Limited
(Financial adviser to CTI)
Gideon Franklin 020 8699 3202
Waterman Group plc
Nick Taylor, Chief Executive
Officer
Alex Steele, Chief Financial
Officer 020 7928 7888
Nplus1 Singer Advisory LLP
(Financial adviser and corporate
broker to Waterman)
Sandy Fraser / Lauren Kettle 020 7496 3000
Further information
WH Ireland Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to CTI and no-one else in
connection with the Offer and other matters described in this
announcement, and will not be responsible to anyone other than CTI
for providing the protections afforded to clients of WH Ireland
Limited or for providing advice in relation to the Offer, the
contents of this announcement or any other matter referred to in
this announcement. WH Ireland Limited has given, and not withdrawn,
its consent to the inclusion in the announcement of the references
to its name in the form and context in which it appears.
Gideon Franklin Limited is acting exclusively as financial
adviser for CTI and no-one else in connection with the Offer and
other matters described in this announcement, and will not be
responsible to anyone other than CTI for providing advice in
relation to the Offer, the contents of this announcement or any
other matter referred to in this announcement. Gideon Franklin
Limited has given, and not withdrawn, its consent to the inclusion
in the announcement of the references to its name in the form and
context in which it appears.
Nplus1 Singer Advisory LLP, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Waterman and no-one else in
connection with the Offer and other matters described in this
announcement, and will not be responsible to anyone other than
Waterman for providing the protections afforded to clients of
Nplus1 Singer Advisory LLP or for providing advice in relation to
the Offer, the contents of this announcement or any other matter
referred to herein. Nplus1 Singer Advisory LLP has given, and not
withdrawn, its consent to the inclusion in the announcement of the
references to its name and the advice it has given to Waterman in
the form and context in which they appear.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO
SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS MADE SOLELY BY MEANS
OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF WATERMAN SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY DECISION OR
ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE
BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH
FORM OF ACCEPTANCE (IF APPLICABLE). WATERMAN SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF
APPLICABLE) CAREFULLY, ONCE THEY HAVE BEEN DISPATCHED, WHICH CTI
EXPECTS TO DO SHORTLY.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by CTI and Waterman may
contain certain statements that are or may be deemed to be forward
looking with respect to the financial condition, results of
operation(s) and business of CTI and/or Waterman and certain plans
and objectives of the Waterman Directors and the CTI Directors with
respect thereto. These forward looking statements can be identified
by the fact that they are prospective in nature and do not relate
to historical or current facts. Forward looking statements often,
but not always, use words such as "anticipate", "target", "expect",
"estimate", "budget", "scheduled", "forecasts", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words of a similar meaning. These estimates are based on
assumptions and assessments made by the Waterman Directors and/or
the CTI Directors in light of their experience and their perception
of historical trends, current conditions, expected future
developments and other factors they believe appropriate.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this announcement since such date. By their
nature, forward looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward looking statements in this announcement could cause
actual results or developments to differ materially from those
expressed or implied by such forward looking statements. Although
Waterman and CTI believe that the expectations reflected in such
forward looking statements are reasonable, neither CTI nor
Waterman, nor any of their respective associates or directors,
officers or advisers, or any person acting on the behalf of CTI or
Waterman provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward
looking statements in this announcement will actually occur. Other
than in accordance with their legal or regulatory obligations
(including under the Listing Rules and the Disclosure Guidance and
Transparency Rules of the FCA), none of CTI, Waterman, any member
of the CTI Group, any member of the Waterman Group, nor any CTI
Director or Waterman Director, nor any of their respective
advisers, associates, directors or officers is under any
obligation, and such persons expressly disclaim any intention or
obligation, to update or revise any forward looking statements,
whether as a result of new information, future events or otherwise.
No undue reliance should therefore be placed on these forward
looking statements which speak only as at the date of this
announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 securities exchange
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 securities exchange 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 securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on
the 10th Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London
time) on the 10th Business Day following the announcement in which
any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange 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
securities exchange offeror(s), except to the extent that these
details have previously been disclosed under Rule 8 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code applies must be made by no later than 3.30 p.m.
(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
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Code.
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 of
the Takeover Code).
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 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.
You should contact the Panel's Market Surveillance Unit on +44 (0)
20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this announcement and availability of hard
copies
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Waterman's website at www.watermangroup.com and
on CTI's English language website at www.ctie.co.jp/english/ by no
later than 12 noon on 11 May 2017 until the end of the Offer
Period.
Neither the content of CTI's nor Waterman's websites nor the
content of any websites accessible from hyperlinks on such website
(or any other websites) are incorporated into, or form part of,
this announcement nor, unless previously published by means of a
Regulatory Information Service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this announcement.
In addition, a hard copy of this announcement and any
information incorporated by reference in this announcement may be
requested free of charge by contacting the Registrars on +44 (0)371
664 0321or by writing to them at Capita Asset Services, Corporate
Actions, The Registry, 34 Beckenham Road, Kent BR3 4TU.
Waterman Shareholders may also request that all future
documents, announcements and information to be sent to them in
relation to the Offer should be in hard copy form.
The Offer is subject to the provisions of the Takeover Code.
Waterman Shareholders outside the United Kingdom
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Accordingly, copies of this announcement, the Offer Document, the
Form of Acceptance and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into any Restricted Jurisdiction and
persons in such Restricted Jurisdictions receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
The receipt of cash pursuant to the Offer by Waterman
Shareholders may be a taxable transaction under applicable
national, state or local, as well as foreign and other, tax laws.
Each Waterman Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of accepting
the Offer.
This announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange and the
Takeover 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
England and Wales.
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of the United States, Canada, Australia, Japan,
the Republic of South Africa or any other Restricted Jurisdiction
and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, copies of this announcement and any
other related document will not be, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not distribute or send them in, into or from such jurisdictions as
doing so may violate the laws of such jurisdictions and may make
invalid any purported acceptance of the Offer by persons in any
such Restricted Jurisdiction.
Waterman employees in Australia
The Offer has not been approved or disapproved by the Australian
Securities and Investments Commission or the Australian Securities
Exchange nor has the Australian Securities and Investments
Commission or the Australian Securities Exchange passed upon the
accuracy or adequacy of the Offer or this announcement. The Offer
is not regulated by Chapter 6 of the Corporations Act 2001
(Commonwealth of Australia).
Status of Announcement
This announcement does not constitute a prospectus or prospectus
equivalent document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFEAFSEFEDXEFF
(END) Dow Jones Newswires
May 10, 2017 07:05 ET (11:05 GMT)
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