TIDMABL
RNS Number : 9010Z
CPI Group A.S
13 March 2013
FOR IMMEDIATE RELEASE
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 THAT JURISDICTION
13 March 2013
Unconditional Mandatory Cash Offer
by
CPI Group, a.s.
to acquire the entire issued share capital of
Ablon Group Limited
On 22 February 2013, CPI Group, a.s. ("CPI" or the "Offeror")
acquired 39,237,704 ordinary shares in Ablon Group Limited ("Ablon"
or the "Company") at a price of 22.5 pence per share taking its
aggregate holding from 22.23 per cent. to approximately 50.89 per
cent. of the issued share capital of the Company and, as a result,
the Offeror is required to make a mandatory cash offer (the
"Offer") for the remaining shares in the Company in accordance with
Rule 9 of the Code.
The Offer is being made at 22.5 pence per ordinary share and is
on the terms set out in the offer document which is being published
and sent to Ablon shareholders today ("Offer Document"). The Offer
of 22.5 pence per ordinary share values Ablon's entire issued share
capital at approximately GBP30.81 million.
The Offer will remain open for acceptance until 1.00 pm (London
time) on 3 April 2013. Full details of the procedure for accepting
the Offer are set out in the Offer Document and summarised
below.
To accept the Offer:
(A) If you hold Shares in certificated form (that is, not in
CREST), you should read paragraph 15.1 of Part 1 of the Offer
Document and complete the accompanying Form of Acceptance in
accordance with the instructions printed thereon. The completed
Form of Acceptance, together with your share certificate(s) and/or
other document(s) of title, should be returned as soon as possible
and in any event so as to be received by the Receiving Agent,
Neville Registrars Limited, by post or by hand (during normal
business hours only) at Neville Registrars Limited, Neville House,
18 Laurel Lane, Halesowen, B63 3DA, no later than 1.00 p.m. on 3
April 2013.
(B) If you hold your Shares in uncertificated form (that is, in
CREST), you should read paragraph 15.2 of Part 1 of the Offer
Document and ensure that an Electronic Acceptance is made by you or
on your behalf and that settlement is made no later than 1.00 p.m.
(London time) on 3 April 2013. If you hold your Shares as a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary instruction
to Euroclear.
A copy of the Offer Document and the announcement will be made
available, free of charge, on the Company's website:
www.cpi-group.cz
Further announcements will be made as appropriate.
Enquiries:
CPI
Martin N meček +420 281 082 110
Grant Thornton (Financial adviser to the Offeror)
Philip Secrett / Salmaan Khawaja / Jen Clarke +44 (0)207 383 5100
Further information
This announcement is not intended to and does not constitute or
form part of any offer to sell or to subscribe for or buy or an
invitation to purchase or subscribe for any securities in any
jurisdiction pursuant to the Offer or otherwise, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
Grant Thornton, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
as financial adviser to the Offeror in relation to the Offer and
no-one else and will not be responsible to anyone other than the
Offeror for providing the protections offered to clients of Grant
Thornton or for providing advice in relation to the Offer or the
contents of this announcement or any transaction or arrangement
referred to herein. Grant Thornton does not accept any
responsibility whatsoever to any person other than the Offeror for
the contents of this announcement or for any statement made or
purported to be made by it or on its behalf in connection with the
Offer. Grant Thornton accordingly disclaims all and any liability
whether arising in tort, contract or otherwise which it might
otherwise have in respect of this announcement or any such
statement.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Capitalised terms used in this announcement and not otherwise
defined herein shall have the meanings ascribed to them in the
Offer Document.
Overseas jurisdictions
The laws of relevant jurisdictions may affect the availability
of the Offer to persons who are not citizens, residents or
nationals of the United Kingdom. Persons who are not resident in
the United Kingdom, or who are citizens, residents or nationals of
a jurisdiction outside of the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory
requirements. Any failure to comply with the laws and regulatory
requirements of the relevant jurisdiction may constitute a
violation of the securities laws of such jurisdiction.
Unless otherwise determined by the Offeror or required by the
Code and permitted by applicable law and regulation, the Offer will
not be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality (including,
without limitation, by mail, telephonically or electronically by
way of internet or otherwise) of interests or foreign commerce of,
or by any facilities of a national, state or other securities
exchange of, any Restricted Jurisdiction, and the Offer may not be
accepted by any other such use, means, instrumentality or facility
from or within any Restricted Jurisdiction. Accordingly, unless
otherwise determined by the Offeror or required by the Code and
permitted by applicable law and regulation, copies of this
announcement, the Offer Document, the Form of Acceptance and any
other documents related to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
All persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) should observe these
restrictions and any applicable legal or regulatory requirements of
their jurisdiction and must not mail or otherwise forward, send or
distribute this announcement in, into or from any Restricted
Jurisdiction.
The release, publication or distribution of this announcement,
the Offer Document and the Form of Acceptance in jurisdictions
other than the United Kingdom may be restricted by law and/or
regulation and therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable
requirements.
The Offer will be for the securities of a corporation organised
under the laws of Guernsey and will be subject to the procedure and
disclosure requirements of Guernsey and England. This announcement
has been prepared in accordance with English law, Guernsey law and
the Code and the information disclosed may not be the same as that
which would have been prepared in accordance with the laws of any
jurisdiction outside England and Guernsey.
Cautionary note regarding forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning the Offer, the Offeror and
the Company. Generally, the words "will", "may", "should", "could",
"would", "can", "continue", "opportunity", "believes", "expects",
"intends", "anticipates", "estimates" or words or terms of similar
substance or the negative thereof are forward-looking statements.
These statements are based on assumptions and assessments made by
the board of directors of the Offeror in light of its experience
and its perception of historical trends, current conditions, future
developments and other factors it believes appropriate. The
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
expressed in the 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 the Offeror's or the
Company's operations and potential synergies resulting from the
Offer; and (iii) the effects of government regulation on the
Offeror's or the Company's business. Many of these risks and
uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and
therefore undue reliance should not be placed on such statements.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates, tax
regimes and future business combinations or dispositions.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 10th Business
Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, save to the extent that these details have
previously been disclosed under Rule 8 of the Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Code 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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
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 of
the Code).
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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Information relating to the Company's Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by the Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from the Company may be provided to the Offeror
during the offer period as required under Section 4 of Appendix 4
of the Code.
Publication on websites
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available, subject to certain restrictions in
relation to persons resident in Restricted Jurisdictions, on the
Offeror's website www.cpi-group.cz by no later than 12 noon on 14
March 2013. Neither the contents of the Offeror's website, nor the
content of any other website accessible from hyperlinks on the
Offeror'swebsite, is incorporated into or forms part of this
announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in it) by contacting Neville
Registrars Limited during normal business hours on 0121 585 1131
from within the UK or +44 121 585 131 if calling from outside the
UK or by submitting a request in writing to the Receiving Agent at
Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, B63
3DA. It is important that you note that unless you make such a
request and save as otherwise required by the Code, a hard copy of
this announcement and any information incorporated by reference in
it will not be sent to you.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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