Global Graphics Plc: Congra Software And Global Graphics Decide Not To Proceed With Scheme Of Arrangement
November 13 2018 - 1:00AM
UK Regulatory
TIDMGLOG
JOINT PRESS RELEASE BY CONGRA SOFTWARE SÀRL & GLOBAL GRAPHICS PLC--
REGULATED & PRIVILEGED INFORMATION
Press release pursuant to Article 8 --1 of the Belgian Royal Decree of
27 April 2007 on takeover bids (the "Belgian Takeover Decree")
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF REGULATION (EU) NO 596/2014 ON MARKET ABUSE REGULATION
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE
PURPOSES OF MAR.
CONGRA SOFTWARE AND GLOBAL GRAPHICS DECIDE NOT TO PROCEED WITH SCHEME OF
ARRANGEMENT. CONGRA SOFTWARE ENTERS INTO AGREEMENTS TO ACQUIRE AN
INITIAL 17.04% PERCENT (APPROXIMATELY) OF THE VOTING RIGHTS IN THE SHARE
CAPITAL OF GLOBAL GRAPHICS AT A PRICE OF EUR 4.25 PER SHARE AND, UPON
COMPLETION, WILL LAUNCH A MANDATORY OFFER FOR THE REMAINING ISSUED SHARE
CAPITAL OF GLOBAL GRAPHICS
Cambridge, U.K. & Belgium 13 November 2018 (08:00 CET)
Global Graphics PLC (Euronext: GLOG) ("Global Graphics") and Congra
Software Sàrl ("Congra") have decided not to proceed with the
scheme of arrangement announced on 5 October 2018 (the "Scheme"). Congra
has instead entered into two agreements on 12 November 2018 to acquire
the issued shares in Global Graphics which are held respectively by
Clema Capital Sàrl (i.e. 1,517,171 shares, representing 13.10% of
the voting rights of Global Graphics (approximately)) and Mr. Johan
Volckaerts (i.e. 455,897 shares, representing 3.94% of the voting rights
in Global Graphics (approximately)) (totalling 1,973,068 shares and
representing 17.04% of the voting rights in Global Graphics
(approximately)) (together the "Acquisitions"). The Acquisitions relate
to a total of 1,973,068 issued shares in Global Graphics (representing a
17.04% of the voting rights in Global Graphics (approximately)) for an
aggregate consideration of EUR 8,385,539.00.
The purchase price payable by Congra for these Acquisitions is EUR 4.25
per Global Graphics share, representing a premium of 11.47% to the
30-day volume-weighted average trading price of the Global Graphics
shares on Euronext Brussels, for the 30-day period ending on 5 October
2018 (i.e. the date of the announcement of the Scheme (1) ), and 13.5%
to the three-month average closing share price of Global Graphics for
the three-month period ending on 5 October 2018. The purchase price for
the Acquisitions will be payable by Congra in cash.
The completion of each Acquisition is expected to take place on or
around 26 November 2018.
As Global Graphics is a company with its registered office in England
and Wales that is only admitted to trading on Euronext Brussels, the
shared jurisdiction rules pursuant to article 4 of the E.U. Directive
2004/25/EC of 21 April 2004 on Takeover Bids (the "Takeover Directive")
apply. Accordingly, the mandatory offer will fall under the shared
jurisdiction of the U.K. Panel on Takeovers and Mergers in the UK (the
"UK Takeover Panel") and the FSMA in Belgium, who will jointly regulate
this transaction (as more fully described below).
Congra is affiliated with Powergraph BVBA ("Powergraph"). Both companies
are co-controlled by Mr. Guido Van der Schueren.(2) Powergraph currently
holds 1,640,000 shares in Global Graphics, representing 14.17% of the
voting rights (approximately).
Under the UK City Code on Takeovers and Mergers (the "UK Takeover Code")
Congra and Powergraph are considered to be "acting in concert" and, as a
consequence of Congra entering into the agreements in connection with
the Acquisitions, are considered together to be interested in more than
30% of the issued share capital of Global Graphics. Accordingly, Congra
has incurred an obligation under the UK Takeover Code to make a general
offer for the rest of the issued share capital of Global Graphics.
The offer will be a mandatory offer under the Takeover Directive.
Congra has notified both the UK Takeover Panel and FSMA of its intention
to make the mandatory offer upon completion of the Acquisitions and will
make all required filings shortly after completion of the Acquisitions
in accordance with its legal obligations.
The UK Takeover Code will apply to the mandatory offer in respect of
matters relating to the information to be provided to the employees of
Global Graphics and matters relating to UK company law (in particular
the percentage of voting rights which confers control and any derogation
from the obligation to launch an offer, as well as the conditions under
which the board of Global Graphics may undertake any action which might
result in the frustration of an offer) ("employee information and
company law matters"). Such employee information and company law matters
will be administered by the UK Takeover Panel.
The Belgian Takeover Decree will apply in relation to matters relating
to the consideration offered (in particular the price) and matters
relating to the offer procedure (in particular the information on
Congra's decision to make an offer, the contents of the offer document
and the disclosure of the offer) ("consideration and procedural
matters"). Such consideration and procedural matters will be
administered by FSMA.
Congra will make the mandatory offer at a price of EUR 4.25 per Global
Graphics share, which is the same price as the purchase price for the
Acquisitions. In accordance with applicable Belgian market regulations,
the mandatory offer will be unconditional.
If relevant squeeze-out conditions are met, Congra intends to launch a
squeeze-out process to compulsorily acquire all the remaining issued
shares in Global Graphics that are not owned by Congra (or its concert
parties/associates) at that time.
The views of the Global Graphics board on the terms of the mandatory
offer will be made available to the Global Graphics shareholders in
accordance with applicable Belgian rules.
Further information
This announcement is for information purposes only. It is not intended
to, and does not, constitute or form part of any offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of,
any securities or the solicitation of any vote or approval in any
jurisdiction.
This announcement does not constitute a prospectus or a prospectus
equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or Belgium may be restricted
by law and therefore any persons who are not resident in the United
Kingdom or Belgium who are subject to the laws of any jurisdiction other
than the United Kingdom or Belgium (including any jurisdiction where
local laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning Global
Graphics or Congra or the transactions described in this press release
is sent or made available to Global Graphics shareholders in that
jurisdiction should inform themselves about, and observe, any applicable
legal or regulatory requirements). Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute a
violation of securities laws in that jurisdiction. To the fullest extent
permitted by applicable law, Global Graphics and Congra disclaim any
responsibility or liability for the violation of such restrictions by
any person.
Enquiries
For Global Graphics
Jill Taylor Graeme Huttley
Corporate Communications Director Chief Financial Officer
Tel: +44 (0)1223 926489 Tel: +44 (0)1223 926472
Email: jill.taylor@globalgraphics.com Email:
graeme.huttley@globalgraphics.com
------------------------------------- ---------------------------------------
For Congra
Mr. Joachim Van Hemelen
CFO
'joachimvh@hybridsoftware.com'
+32 9 329 57 53
About Congra
Congra is a holding company which, through its subsidiaries, develops
and sells enterprise software for the graphics arts industry. The
operating subsidiaries trade primarily under the name of HYBRID Software
(https://www.hybridsoftware.com), selling their solutions including
Cloudflow and Packz. Mr. Guido Van der Schueren is the controlling
shareholder of Congra and has been Chairman of Global Graphics since May
2014.
About Global Graphics
Through its operating subsidiaries, Global Graphics PLC
https://www.globenewswire.com/Tracker?data=fOoQ0EkQEyo2ubUemRLaf7v4a3M6XPyoeCTm9_PBXmUwyG84rPYN1o-SLsV8jABtEGfomBeAhTSG6m0BLN0GBplYUWk_2twot_priVtZevM=
(Euronext Brussels: GLOG) is a leading developer of platforms for
digital inkjet printing and type design and development. Customers for
digital inkjet technology include press manufacturers such as HP, Canon,
Durst, Roland, Hymmen and Mark Andy. Those for font design include
numerous international brands, from manufacturers such as Mercedes Benz
and Siemens, to digital media and epublishing companies.
Global Graphics PLC is headquartered in Cambridge UK. Its subsidiary
companies are printing software developers Global Graphics Software
https://www.globenewswire.com/Tracker?data=fOoQ0EkQEyo2ubUemRLaf2KixbsqDlWYH3ybTpM0JVMNyFc3WjOmLBJ9hjxWJC8YBidY-ScCGX4NrGjWuS1NlYHFwQNe4EpzvuDVoYzUbEsxPRk0-uyD_LUyBVxK5Mp8gN1GcJLMIBKa3110N5Zs6A==
; the type foundry, URW Type Foundry
https://www.globenewswire.com/Tracker?data=4sDvvUJtmIoj6_8roPs4taOJc2POo7jlcBjIG_I26jxQsvcL8gdGUQWKGMdMgn6gO9cwh3IfJL3BjyQz-pk54h5HwnZtpbEG0bH1K26By2k=
, and the industrial printhead driver solutions specialists, Meteor
Inkjet
https://www.globenewswire.com/Tracker?data=w7MouHNTvw98FM6rEHGJzAOPyzn5j2lwoe22SDlYPSI1MzRq6lFewlE_Z71lZ7ToXxLAafFWfmJzUgDeQYI9h8otdDuKl_u6LMVfva_C-xc=
.
(1) For the calculation of this 30-day average, 5 October 2018 (i.e. the
date of the announcement of the Scheme) is used as an end date in view
of speculative purchases being made on the market since the announcement
of the Scheme, artificially pushing up the prices of the shares.
(2) Mr. Van der Schueren owns 67.08% of Congra's share capital through
Powergraph and the private foundation Graphicus Private Stichting
("Graphicus"), an entity owned by Mr. Van der Schueren (with a minority
stake owned by his children). Powergraph, in turn, is controlled by
Graphicus (i.e. owning 1,985,274 shares in Powergraph, representing
99.81% of the voting rights in Powergraph (approximately)).
(END) Dow Jones Newswires
November 13, 2018 02:00 ET (07:00 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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