TIDMCLSU
RNS Number : 4918Z
Hanover Bidco 1 Limited
18 September 2020
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
Recommended offer
for
ClearStar, Inc. ("ClearStar")
by
Hanover Bidco 1 Limited ("Hanover Bidco")
(an investment vehicle owned by Hanover Act ive Equity Fund II,
S.C.A. SICAV-RAIF)
Posting of Offer Document and Publication on Website
1. Posting of Offer Document
On 16 September 2020, Hanover Bidco announced it had reached
agreement on the terms of a recommended offer to be made by Hanover
Bidco for the entire issued and to be issued ordinary share capital
of ClearStar (the "Offer Announcement").
Hanover Bidco is pleased to announce that it will today post to
ClearStar Shareholders a document containing the full terms and
conditions of the Offer (the "Offer Document") together with a Form
of Acceptance/Election. The Offer Document and specimen Form of
Acceptance/Election will also be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on the Hanover Bidco website www.hanoverinvestors.com
and the ClearStar website www.clearstar.net today.
2. Timetable and actions to be taken
The first closing date of the Offer is 1.00 p.m. on 19 October
2020 (or such later time(s) and date(s) prior to the Long Stop Date
as Hanover Bidco may decide).
Further details of the Offer and the action to be taken to
accept the Offer are set out in the Offer Document and, for
ClearStar Shareholders who hold their shares in certificated form,
the Form of Acceptance/Election.
If you have any questions about acceptance of the Offer, please
call Link Group on 0371 664 0321 (if calling from within the UK) or
+44 (0)371 664 0321 (if calling from outside the UK). 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 a.m. - 5.30
p.m., Monday to Friday excluding public holidays in England and
Wales. Please note that Link Group cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
3. Offer acceptance condition, share purchases, irrevocable
undertakings and letter of intent
The Offer is conditional upon, amongst other things, Hanover
Bidco receiving valid acceptances in respect of and/or having
otherwise acquired or agreed to acquire, ClearStar Shares which
constitute more than 50 per cent. of the voting rights attaching to
the issued ClearStar Shares.
As disclosed in the Offer Announcement, Hanover Bidco has
received irrevocable undertakings and a letter of intent to accept
the Offer in respect of 20,185,225 ClearStar Shares.
In addition, on 16 September 2020, Hanover Bidco agreed to
acquire 2,238,864 ClearStar Shares, 2,000,000 at a price of
GBP0.395 and 238,864 ClearStar Shares at a price of GBP0.3925,
which trades are expected to settle on the date of this
announcement. Further on 17 September 2020, Hanover Bidco agreed to
acquire 17,684 ClearStar Shares at a price of GBP0.39125, which
trade is expected to settle on 21 September 2020. Hanover Bidco has
therefore received irrevocable undertakings and a letter of intent
in respect of, and has agreed to acquire, in aggregate 22,441,773
ClearStar Shares, representing in total approximately 61.7 per
cent. of ClearStar's issued share capital as at the Latest
Practicable Date.
4. General
Capitalised terms used but not defined in this announcement
shall have the same meaning given to them in the Offer
Announcement.
Enquiries:
Hanover +44 20 7766 8400
Matthew Peacock
Fred Lundqvist
ClearStar +1 877 796 2559
Barney Quinn - Chairman
Robert Vale - CEO
finnCap (Financial Adviser and NOMAD to ClearStar) +44 20 7220 0500
Corporate Finance
Jonny Franklin-Adams
Marc Milmo
Simon Hicks
Matt Radley
ECM
Andrew Burdis
Tin Harper
Luther Pendragon (Financial PR to ClearStar) +44 20 7618 9100
Harry Chathli, Claire Norbury, Joe Quinlan
Important notice
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice. If you are
in any doubt about the Offer or the contents of this announcement,
you should consult your own legal, financial and/or tax adviser for
legal, business, financial and/or tax advice.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer to
sell or subscribe for or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in the
United States or any other jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of ClearStar in the United States or any other
jurisdiction in contravention of applicable law.
Any acceptance or other response to the Offer should only be
made on the basis of information contained in the Offer Document
(which will contain the full terms and conditions of the Offer) and
the Form of Acceptance/Election. ClearStar Shareholders are advised
to read the formal documentation in relation to the Offer carefully
once it has been dispatched.
Please be aware that addresses, electronic addresses and certain
other information provided by ClearStar Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from ClearStar may be provided to
Hanover Bidco during the offer period.
Overseas jurisdictions
The availability of Hanover Bidco Shares in, and the release,
publication or distribution of this announcement and/or any
accompanying documents (in whole or in part) in jurisdictions other
than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than
the United Kingdom should inform themselves about, and observe, any
applicable requirements.
ClearStar Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the
relevant jurisdiction without delay. Any failure to comply with
such restrictions and/or requirements may constitute a violation of
the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with English law, the laws of the Cayman Islands and the
AIM Rules 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 and regulations of any
jurisdiction outside the United Kingdom.
The Offer will be subject to the applicable requirements of
English Law, the laws of the Cayman Islands, the AIM Rules, the UK
Financial Conduct Authority and section 14(e) of, and Regulation
14E under, the Exchange Act. ClearStar is not subject to the UK
Takeover Code or any requirements of the UK Takeover Panel.
Unless otherwise determined by Hanover Bidco, and permitted by
applicable law and regulation, the Offer shall not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may accept the Offer by any such use,
means, instrumentality or form within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction and, to the fullest extent permitted by applicable
law, ClearStar, and Hanover Bidco disclaim any responsibility or
liability for the violation of such restrictions by any person.
The availability of the Offer to ClearStar Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
Notes to US investors
The Offer is being made in the United States pursuant to Section
14(e) of, and Regulation 14E under, the Exchange Act, and pursuant
to an exemption from the registration requirement of the Securities
Act for transactions not involving a public offering and, in
accordance with the requirements of the laws of the Cayman Islands.
The Hanover Bidco Shares to be issued pursuant to the Offer have
not been and will not be registered under the Securities Act or
under the relevant securities laws of any state or territory or
other jurisdiction of the United States. There will be no public
offering of Hanover Bidco Shares in the United States.
The Offer is being made for the securities of a Cayman Islands
incorporated company with its shares admitted to trading on AIM.
The Offer is not subject to United States disclosure requirements.
The financial information on ClearStar included in this
announcement has been extracted from ClearStar financial statements
which are stated by ClearStar to have been prepared in accordance
with US GAAP.
The receipt of cash pursuant to the Offer by a US holder of
ClearStar Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each ClearStar Shareholder is urged to
consult his or her independent professional adviser immediately
regarding the tax consequences of accepting the Offer.
The Offer will be made by Hanover Bidco and no one else.
It may be difficult for US holders of ClearStar Shares to
enforce their rights and any claim arising out of US federal
securities laws, since Hanover Bidco is incorporated under the laws
of England and Wales, and ClearStar is incorporated under the laws
of the Cayman Islands and some of their officers and directors are
residents of non-US jurisdictions. US holders of ClearStar Shares
may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire securities in the
United States. No offer to acquire securities or to exchange
securities for other securities has been made, or will be made,
directly or indirectly, in or into, or by the use of the mails of,
or by any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than: (i) in accordance with the tender offer
requirements under the Exchange Act, or the securities laws of such
other country, as the case may be; or (ii) pursuant to an available
exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
passed comment upon the fairness or merits of the Offer or passed
comment upon the adequacy or completeness of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
To the extent permitted by applicable law, in accordance with
normal UK market practice, Hanover Bidco or its nominees or brokers
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities in ClearStar, other than pursuant to the Offer,
at any time prior to completion of the Offer. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any such purchases, or
arrangements to purchase, will comply with all applicable UK and
Cayman Islands' rules, the AIM Rules and Rule 14e-5 under the
Exchange Act. To the extent required by the applicable law, any
information about such purchases will be disclosed on a next day
basis to a Regulatory Information Service including the Regulatory
News Service on the London Stock Exchange website,
www.londonstockexchange.com. To the extent that such information is
made public in the United Kingdom, this information will also be
deemed to be publicly disclosed in the United States.
Notes regarding Hanover Bidco Shares
The Hanover Bidco Shares to be issued pursuant to the Offer have
not been and will not be registered under the relevant securities
laws of any Restricted Jurisdiction. No prospectus in relation to
the Hanover Bidco Shares has been, or will be, lodged with, or
registered by, the FCA in the United Kingdom. Accordingly, the
Hanover Bidco Shares are not being, and may not be, offered, sold,
resold, delivered, distributed or otherwise transferred, directly
or indirectly in or into the United States, Canada, Australia or
Japan or any other jurisdiction if to do so would constitute a
violation of relevant laws of, or require registration thereof in,
such jurisdiction (absent registration under relevant securities
laws or pursuant to an exemption, if available, from any applicable
registration requirements and otherwise in compliance with all
applicable laws).
The Hanover Bidco Shares are not being, and may not be, offered,
sold, resold, delivered, distributed or otherwise transferred,
directly or indirectly, to the public in the Cayman Islands. For
these purposes, the expression "public" does not include an
exempted or ordinary non-resident company registered under the
Companies Law (2020 Revision), or a foreign company registered
under Part IX of that Law, or any such company acting as general
partner of a partnership registered under the Exempted Limited
Partnership Law (2018 Revision), or any director or officer of the
same acting in such capacity.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on Hanover Bidco's website at
www.hanoverinvestors.com and ClearStar's website at
www.clearstar.net
The contents of Hanover Bidco's website and ClearStar's website
are not incorporated into and do not form part of this
announcement.
Time
All times shown in this announcement are London times, unless
otherwise stated.
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END
ODPDZGMLKRNGGZM
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