TIDMSPGH
RNS Number : 4758I
Inflection Management Corp. Limited
31 August 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, 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
31 August 2016
RECOMMED CASH OFFER
FOR
SUPERGLASS HOLDINGS PLC ("SUPERGLASS")
BY
INFLECTION MANAGEMENT CORPORATION LIMITED ("INFLECTION")
Offer declared unconditional in all respects, extension of the
Offer
and notice of cancellation of trading of Superglass Shares
On 22 July 2016, the boards of Inflection and Superglass
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"). The full terms and conditions and the procedures for
acceptance of the Offer are set out in the offer document which was
published and sent to Superglass Shareholders by Inflection on 8
August 2016 (the "Offer Document").
Level of acceptances
As at 1.00 p.m. (London time) on 30 August 2016, being the First
Closing Date, Inflection had received valid acceptances of the
Offer in respect of 153,790,644 Superglass Shares, representing
approximately 98.7 per cent. of the existing issued ordinary share
capital of Superglass, which Inflection may count towards the
satisfaction of the Acceptance Condition of the Offer.
The percentage holdings of Superglass Shares referred to in this
announcement are based upon a figure of 155,808,334 Superglass
Shares in issue.
Offer unconditional in all respects
Following receipt of the above acceptances, Inflection is
pleased to announce that the Offer has become unconditional as to
acceptances. In addition, Inflection also confirms that all other
remaining conditions to the Offer have now either been satisfied or
waived. Accordingly, Inflection is pleased to announce that the
Offer is declared unconditional in all respects.
Offer extended
The Offer is being extended and will remain open for acceptance
until further notice. Inflection will give at least 14 days' notice
prior to the closing of the Offer. All other terms and conditions
as outlined in the Offer Document still apply.
Superglass Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible.
Cancellation of Superglass Shares from trading on AIM
As set out in the Offer Document, as the Offer has now been
declared unconditional in all respects and Inflection has, by
virtue of the acceptances of the Offer, acquired Superglass Shares
representing at least 75 per cent. of the voting rights of
Superglass, Inflection intends to procure the making of an
application by Superglass for cancellation of the admission to
trading on AIM, a market of London Stock Exchange plc, of
Superglass Shares (the "Cancellation"). The Cancellation is
expected to take effect on or around 29 September 2016.
Superglass Shareholders are strongly recommended to accept the
Offer as the subsequent Cancellation will significantly reduce the
liquidity and marketability of any Superglass Shares not assented
to the Offer.
Compulsory acquisition
As set out in the Offer Document, as Inflection has received
acceptances under the Offer in respect of, and/or otherwise
acquired, not less than 90 per cent. of the Superglass Shares to
which the Offer relates, Inflection intends to exercise its rights
pursuant to section 979 of the Companies Act 2006 to acquire
compulsorily any Superglass Shares that have not been assented to
the Offer, and compulsory acquisition notices will be sent to the
relevant Superglass Shareholders in due course.
Actions to be taken
Superglass Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible:
-- Superglass Shareholders who hold their Superglass Shares in
certificated form (that is, not in CREST), should complete and
return the Form of Acceptance which accompanied the Offer Document;
and
-- Superglass Shareholders who hold their Superglass Shares in
uncertificated form (that is, in CREST), should ensure that an
Electronic Acceptance is made by them or on their behalf and that
settlement occurs. Those Superglass Shareholders that hold their
Superglass Shares as a CREST sponsored member should refer to their
CREST sponsor as only their CREST sponsor will be able to send the
necessary instruction to Euroclear.
To accept the Offer in respect of Superglass Shares in
certificated form (that is, not in CREST), Superglass Shareholders
must complete the Form of Acceptance in accordance with the
instructions printed on it and otherwise in accordance with
paragraph 12.1 of Part II of the Offer Document and return it to
the Receiving Agent, Capita Registrars (along with any appropriate
share certificate(s) and/or other document(s) of title) using the
accompanying reply-paid envelope (for use within the UK only) as
soon as possible.
To accept the Offer in respect of Superglass Shares in
uncertificated form (that is, in CREST), Superglass Shareholders
should follow the procedures for electronic acceptance through
CREST in accordance with the instructions set out in paragraph 12.2
of Part II of the Offer Document so that a TTE Instruction settles
as soon as possible.
The Offer Document and a specimen Form of Acceptance are
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Superglass's website at
http://www.superglass.co.uk. Neither the contents of Superglass's
website, nor those of any other website accessible from hyperlinks
on Superglass's website, are incorporated into or form part of this
announcement.
Further copies of the Offer Document and the Form of Acceptance
may be obtained 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 +44 (0) 371 664 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.
Settlement
Settlement for those Superglass Shareholders who have validly
accepted the Offer before the date of this announcement will be
effected promptly and, in any case, on or before 14 September 2016
in accordance with applicable English law and regulation.
Settlement for valid acceptances in respect of the Offer
received after the date of this announcement but while the Offer
remains open for acceptance will be effected promptly and, in any
case, within 14 days of receipt of those acceptances in accordance
with applicable English law and regulation.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document.
Inflection Management Corporation Limited +44 (0) 131 516 5310
Christina Theodosiadou
Stockdale Securities Limited +44(0) 20 7601 6100
Tom Griffiths
Edward Thomas
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.
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 invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Offer is made solely through the Offer Document and the
accompanying Form of Acceptance, which together contain the full
terms and conditions of the Offer, including details of how to
accept the Offer. Any response in relation to the Offer should be
made only on the basis of the information contained in the Offer
Document or any document by which the Offer is made.
Overseas 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.
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 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 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(s), 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 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.
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 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.
Please be aware that addresses, electronic addresses and certain
information provided by Superglass Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Superglass may be provided to Inflection during
the Offer Period as requested under Section 4 of Appendix 4 of the
Code to comply with Rule 2.12(c).
Publication on website and availability of hard copies
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Superglass's website at
http://www.superglass.co.uk by no later than 12.00 noon (London
time) on the Business Day following this announcement. Neither the
contents of Superglass's website, nor those of any other website
accessible from hyperlinks Superglass's website, are incorporated
into or form part of this announcement.
Contents of this announcement
If you are in any doubt about the contents of this announcement
or the action that you should take, you are recommended to seek
your own independent financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United
Kingdom, or, if not, from another appropriately authorised
independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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