TIDMSPGH
RNS Number : 5848G
Superglass Holdings PLC
08 August 2016
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 OF
SUCH JURISDICTION
RECOMMED CASH OFFER
by
INFLECTION MANAGEMENT CORPORATION LIMITED ("Inflection")
for
SUPERGLASS HOLDINGS PLC ("Superglass")
Posting of Offer Document
On 22 July 2016, the Superglass Board and Inflection Board
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Inflection for the entire
issued and to be issued ordinary share capital of Superglass (the
"Offer").
Inflection announces that the offer document (the "Offer
Document") containing the full terms and conditions of the Offer,
and the procedure for its acceptance, is being posted today to
Superglass Shareholders together with the related Form of
Acceptance.
The Offer will remain open for acceptance until 1.00 p.m.
(London time) on 30 August 2016 (or such later time(s) or date(s)
as Inflection may determine, subject to the consent of the Panel,
where required).
To accept the Offer in respect of Superglass Shares held in
certificated form (that is, not in CREST), Superglass Shareholders
should complete the Form of Acceptance in accordance with the
instructions printed on it and set out in paragraph 1 of Part C of
Appendix I to the Offer Document, and return it (together with any
appropriate share certificate(s) and/or any other document(s) of
title) using the accompanying reply-paid envelope (for use within
the UK only), as soon as possible, and in any event, so as to be
received by the Receiving Agent, Capita Registrars, by no later
than 1.00 p.m. (London time) on 30 August 2016.
To accept the Offer in respect of Superglass Shares held in
uncertificated form (that is, in CREST), Superglass Shareholders
should ensure that an Electronic Acceptance is made in accordance
with the instructions set out in paragraph 1 of Part D of Appendix
I to the Offer Document, so that the TTE Instruction settles as
soon as possible, and in any event, by no later than 1.00 p.m.
(London time) on 30 August 2016. Superglass Shareholders who are
CREST sponsored members should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
Instruction(s) to Euroclear.
The Offer Document, together with the documents listed in
paragraph 13 of Appendix IV to the Offer Document, will be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Superglass' website at
www.superglass.co.uk by no later than 12.00 noon (London time) on 9
August 2016. The contents of Superglass' website are not
incorporated into and do not form part of this announcement (the
"Announcement").
Superglass Shareholders may request a hard copy of this document
and/or the Form of Acceptance and/or any information incorporated
into the Offer Document by reference to another source by writing
to Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU or by calling Capita Asset
Services between 9.00 a.m. and 5.30 p.m. (London time) Monday to
Friday on 0371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls to the helpline
from outside the UK will be charged at applicable international
rates. 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.
You may also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form.Capitalised terms used but not defined in this
Announcement have the meanings set out in the Offer Document.
Enquiries:
Inflection Management Corporation Limited +44 (0) 131 516 5310
Christina Theodosiadou
Stockdale Securities Limited
Financial Adviser to Inflection +44(0) 20 7601 6100
Tom Griffiths
Edward Thomas
Superglass Holdings PLC +44 (0) 1786 451 170
Ken Munro (Chief Executive Officer)
N+1 Singer
Financial Adviser, Nomad and Joint Broker to Superglass +44 (0)
20 7496 3000
Sandy Fraser
Richard Lindley
James White
Allenby Capital
Joint Broker to Superglass +44 (0) 20 3328 5656
David Hart
Charlotte Street Partners +44 (0) 131 516 5310
Media Enquiries
Robert Ballantyne
David Gaffney
Important Notices
Stockdale, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Inflection 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 Inflection for
providing the protections afforded to clients of Stockdale or for
providing advice in relation to the Offer, the contents of this
Announcement or any other matter referred to herein.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser and joint broker to Superglass 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
Superglass for providing the protections afforded to clients of N+1
Singer or for providing advice in relation to the Offer, the
contents of this Announcement or any other matter referred to
herein.
Allenby Capital, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as joint
broker to Superglass 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 Superglass for providing the
protections afforded to clients of Allenby Capital or for providing
advice in relation to the Offer, the contents of this Announcement
or any other matter referred to herein.
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 WILL BE MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF SUPERGLASS SHARES HELD
IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN
DESPATCHED.
Purchases outside the Offer
To the extent permitted by applicable law, and to the extent
applicable to the Offer, in accordance with normal UK practice,
Inflection and its members or their respective nominees, or brokers
(acting as agents) may from time to time make certain purchases of,
or arrangements to purchase, Superglass Shares other than pursuant
to the Offer such as in open market or privately negotiated
purchases during the period in which the Offer remains open for
acceptance if implemented by way of a takeover offer. Such
purchases, or arrangements to purchase, must comply with English
law, the Code and the AIM Rules. Any information about such
purchases will be disclosed as required in the UK and will be
available from a Regulatory Information Service provider available
at www.londonstockexchange.com.
Forward looking statements
This Announcement and the Offer Document contain certain
statements that are or may be forward-looking statements with
respect to the financial condition, results of operations and
business of Superglass, the Superglass Group and the Enlarged Group
and certain plans and objectives of Inflection with respect
thereto. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Without limitation, any statement preceded or followed by or that
includes the words "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "hope", "aim", "continue",
"will", "may", "would", "could" or "should" or other words of
similar meaning or the negative thereof are forward-looking
statements. Forward looking statements include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Inflection's or Superglass' operations or those of the
Enlarged Group and potential synergies resulting from the Offer;
and (iii) the effects of government regulation on Inflection's or
Superglass' business or those of the Enlarged Group.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. Except as
expressly provided in the Offer Document, they have not been
reviewed by the auditors of Inflection or Superglass. These
forward-looking statements are based on numerous assumptions and
assessments made by Inflection and/or Superglass in light of their
experience and their perception of historical trends, current
conditions, business strategies, operating environment, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve known and unknown risks
and uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in the Offer
Document could cause actual results, performance or achievements,
industry results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading this Offer Document are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this Announcement. All subsequent oral
or written forward-looking statements attributable to Inflection or
Superglass or any of their respective members, directors, officers
or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Neither Inflection nor Superglass assumes any obligation to update
or correct the information contained in this Announcement or the
Offer Document (whether as a result of new information, future
events or otherwise), except as required by applicable law.
Investors should not place undue reliance on any forward-looking
statements and none of Inflection, any member of Inflection nor
Superglass, any member of the Superglass Group, nor any of their
respective advisers, associates, directors or officers undertakes
any obligation to update publicly, expressly disclaim or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required
or provides any representation, assurance or guarantee that the
occurrence of events expressed or implied in any forward looking
statement in this Announcement or the Offer Document will actually
occur.
Right to switch to a Scheme of Arrangement
Inflection reserves the right to elect, with the consent of the
Panel, to implement the Offer by way of a Scheme of Arrangement, as
an alternative to the Offer. In such an event, the Offer will be
implemented on the same terms or, if Inflection so decides, on such
other terms being no less favourable, so far as applicable, as
those which would apply to the Offer, subject in each case to
appropriate amendments to reflect the change in method of effecting
the Offer.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) applies must be made by no later than
3.30 p.m. (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10(th) 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 Code, any person who is, or becomes,
interested in 1% 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, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.
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).
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 Takeover 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 consult 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.
Overseas Superglass Shareholders
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 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.
This Announcement has been prepared for the purpose of complying
with English law, the Code 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 of jurisdictions outside the United Kingdom.
The Offer is not being 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 any 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.
Publication of this Announcement
Neither the content of Superglass' website nor the content of
any websites accessible from hyperlinks on Superglass' website is
incorporated into, or form part of, this Announcement nor, unless
previously published by means of a recognised information service,
should any such content be relied upon in reaching a decision
regarding the matters referred to in this Announcement.
The Offer is subject to the provisions of the Takeover Code.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPLLFLETRITIIR
(END) Dow Jones Newswires
August 08, 2016 11:19 ET (15:19 GMT)
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