TIDMSPGH
RNS Number : 4762I
Superglass Holdings PLC
31 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")
Intention to delist Superglass Shares from trading on AIM
and
Board changes
The Board of Superglass notes the announcement by Inflection
that, having received valid acceptances in respect of Superglass
Shares representing 98.7 per cent. of the issued ordinary share
capital of Superglass as at the First Closing Date, it has declared
its recommended cash Offer for Superglass unconditional in all
respects. In addition, the Superglass Board notes that the Offer is
being extended and will remain open until further notice and that
Inflection will give at least 14 days' notice prior to closing the
Offer.
By virtue of acceptances of the Offer, Inflection has acquired,
or agreed to acquire, Superglass Shares representing in excess of
75 per cent. of the total voting rights of Superglass. Accordingly,
at the request of Inflection, and as set out in the Offer Document
dated 8 August 2016, the Board of Superglass has applied for the
cancellation of admission to trading on AIM of Superglass Shares
(the "Delisting").
Admission of the Superglass Shares to trading on AIM will be
cancelled without the requirement for a resolution of shareholders
approving such cancellation pursuant to Rule 41 of the AIM Rules.
It is expected that the Delisting will take effect by no later than
7.00am (London time) on 29 September 2016 (the "Delisting Date"),
following which dealings in Superglass Shares will cease, and a
further announcement will be made at that time.
The Delisting will significantly reduce the liquidity and
marketability of any Superglass Shares not acquired by Inflection
and the Board of Superglass therefore recommends those Superglass
Shareholders who have not already accepted the Offer to accept the
Offer as soon as possible. The procedure for acceptance of the
Offer is set out in the Offer Document.
As a result of the Offer having been declared unconditional in
all respects, Jan Holmström, non-executive Director, has stepped
down from the Board of Superglass with immediate effect and Mark
Cubitt, non-executive Chairman, has agreed to step down with effect
from the Delisting Date. The Board would like to thank Mark and Jan
for their service to Superglass and support during the Offer
process, and wish them well for the future.
Capitalised terms in this Announcement shall, unless otherwise
defined, have the same meanings as set out in the Offer
Document.
Enquiries:
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
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
Malcolm Robertson
David Gaffney
Important Notices
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 HAS BEEN MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS 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.
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 is
not 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 or
contained in this Announcement 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
MSCBRGDILUXBGLG
(END) Dow Jones Newswires
August 31, 2016 02:05 ET (06:05 GMT)
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