TIDMWTM
RNS Number : 5699F
CTI Engineering Co., Ltd
18 May 2017
18 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 acquired or agreed to be acquired by CTI Engineering
Co. Limited
Posting of Offer Document
On 9 May 2017, the Boards 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 140 pence per
Waterman Share (the "Offer Announcement").
Subsequent to the release of the Offer Announcement, CTI made
market purchases of further Waterman Shares, such that CTI became
interested in over 30 per cent. of the voting rights normally
exercisable at general meetings of Waterman. As a consequence, in
accordance with Rule 9 of the Takeover Code, CTI announced, on 10
May 2017, a mandatory cash offer to acquire all of the issued and
to be issued share capital of Waterman not already owned by CTI
(the "Mandatory Offer").
CTI and Waterman hereby announce that the Offer Document,
including the full terms of and conditions to the Offer (the "Offer
Document") together with a Form of Acceptance (in respect of
Waterman Shares held in certificated form), are being posted to
Waterman Shareholders today.
As also announced on 10 May 2017, the Waterman Directors
unanimously recommend that Waterman Shareholders accept (or procure
the acceptance of) the Mandatory Offer.
Information for Waterman Shareholders
The Offer will initially remain open for acceptance until 1.00
pm (London time) on 8 June 2017.
If you wish to accept the Offer it is important that you follow
the instructions set out in paragraph 15 of Part 2 of the Offer
Document.
If you hold your Waterman Shares in Certificated Form:
If you hold your Waterman Shares, or any of them, in
Certificated Form (that is, not in CREST), to accept the Offer in
respect of all or some of those Waterman Shares, you must follow
the procedure set out in paragraph 15.1 of the Letter from CTI set
out in Part 2 of the Offer Document. In particular, you must
complete the enclosed personalised Form of Acceptance in accordance
with the instructions printed on it and return the completed Form
of Acceptance (along with your original share certificate(s) and/or
other documents of title) by post or by hand (during normal
business hours only) to Capita Asset Services, Corporate Actions,
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU as soon
as possible and, in any event, so as to be received by no later
than 1.00 pm (London time) on 8 June 2017. If you are posting in
the UK, the enclosed reply-paid envelope has been provided for your
convenience.
If you hold your Waterman Shares in Uncertificated Form:
If you hold your Waterman Shares, or any of them, in
Uncertificated Form (that is, in CREST), to accept the Offer in
respect of some or all of those Waterman Shares, you must follow
the procedure set out in paragraph 15.2 of the Letter from CTI set
out in Part 2 of the Offer Document so that the TTE Instruction
settles as soon as possible and, in any event, no later than 1.00
pm (London time) on 8 June 2017. If you hold your Waterman Shares
as a CREST sponsored member, you should refer to your CREST Sponsor
as only your CREST Sponsor will be able to send the necessary TTE
Instruction to Euroclear.
Helpline
If you require assistance in completing your Form of Acceptance
(or wish to obtain an additional Form of Acceptance), or have
questions in relation to this document, including making an
electronic acceptance, please contact the Receiving Agent, Capita
Asset Services on +44 (0)371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 am - 5.30 pm, Monday to
Friday excluding public holidays in England and Wales. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
The helpline cannot provide advice on the merits of the Offer nor
give any financial, legal or tax advice.
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.
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 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
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 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
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 together with the Offer Document
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 19 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
ODPLLFFFEVITLID
(END) Dow Jones Newswires
May 18, 2017 08:30 ET (12:30 GMT)
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