TIDMABL
RNS Number : 6169C
CPI Group A.S
17 April 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
17 April 2013
Unconditional Mandatory Recommended Cash Offer
by
CPI Group, a.s.
to acquire the entire issued share capital of
Ablon Group Limited
Offer Update
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 approximately 22.23 per cent. to
approximately 50.89 per cent. of the issued share capital of the
Company and, as a result, CPI made a mandatory cash offer (the
"Offer") for the remaining shares in the Company in accordance with
Rule 9 of the Code.
The full terms of the Offer and the procedures for acceptance
were set out in the offer document issued by CPI on 13 March 2013
(the "Offer Document").
The directors of the Company deemed to be independent for the
purposes of the Offer, Michael Alexander Borrelli and Adrienn Lovro
(the "Independent Directors"), published a response to the Offer on
25 March 2013 (the "Response Document"). CPI welcomes the
Independent Directors' recommendation that Ablon shareholders
should accept the Offer and their statement of intention to accept
the Offer in respect of the 4,451,383 Ablon shares owned by them,
representing 3.25 per cent. of the issued share capital of the
Company.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Level of Acceptances
CPI is now pleased to announce that, as at 1.00 p.m. (London
time) on 17 April 2013, it had received valid acceptances of the
Offer in respect of a total of 57,491,462 Ablon ordinary shares,
representing approximately 41.98 per cent. of the existing issued
share capital of Ablon.
Accordingly, as at 1.00 p.m. (London time) on 17 April 2013, in
aggregate CPI owned or had received valid acceptances in respect of
127,173,104 Ablon ordinary shares, representing approximately 92.87
per cent. of the existing issued share capital of Ablon.
CPI has not received any irrevocable undertakings or letters of
intent in connection with the Offer and, so far as CPI is aware,
none of the acceptances described above have been received from
persons acting in concert with CPI. CPI understands that the
Independent Directors have both accepted the Offer in respect of
the 4,451,383 Ablon shares held by them.
As at 16 April 2013 (being the latest practicable date prior to
the publication of this announcement), neither CPI, nor any person
acting in concert with CPI, is interested in, has any rights to
subscribe for any relevant securities of Ablon nor does any such
person have any short position (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative or any arrangement in relation to any relevant
securities of Ablon. For these purposes, "arrangement" includes any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of any relevant
securities of Ablon and any borrowing or lending of any relevant
securities of Ablon which have not been on-lent or sold and any
outstanding irrevocable commitment or letter of intent with respect
to any relevant securities of Ablon.
The percentages of Ablon ordinary shares referred to in this
announcement are based upon a figure of 136,938,116 Ablon ordinary
shares (excluding treasury shares) in issue as at the date of this
announcement.
Extension of the Offer
Although CPI is satisfied with the current level of acceptances,
it has decided to keep the Offer open until further notice. CPI
will provide remaining shareholders with at least 14 days' notice
before closing the Offer.
Settlement of Consideration
Settlement of the cash consideration due under the Offer in
respect of acceptances which have been received and are valid and
complete in all respects by 1.00 p.m. (London time) on 3 April 2013
have been despatched by first class post (in the case of
certificated holders) or credited to the relevant CREST account (in
the case of uncertificated holders). Settlement of the
consideration in respect of further acceptances which are valid and
complete in all respects and received after the date of this
announcement will be despatched as soon as practicable and in any
event within 14 days of receipt of such acceptances.
Bank transfers will be made available to any certificated
holders of Ablon ordinary shares in response to specific requests.
They will receive the consideration within the same timeframe as
they would do if they were receiving their consideration by cheque
and therefore will not be advantaged as a result (except for a
potential reduction in banking costs).
Delisting
As envisaged in the Offer Document, CPI is seeking to procure
that the Board applies to the UK Listing Authority for the removal
of the Ablon ordinary shares from the Official List of the UK
Listing Authority and to the London Stock Exchange plc for
cancellation of trading in the Ablon shares on its Main Market (the
"Delisting"). A further announcement is expected to be made in due
course regarding the proposed date for the Delisting.
The Delisting will significantly reduce the liquidity and
marketability of any Ablon ordinary shares in respect of which
acceptances of the Offer are not submitted.
Ablon shareholders that have not yet accepted the Offer
Ablon shareholders who have not yet accepted the Offer are urged
to do so immediately. Acceptances of the Offer should be received
in accordance with the instructions contained in the Offer Document
and, in the case of Ablon ordinary shares held in certificated form
(that is, not in CREST), the Form of Acceptance.
The Offer Document has been sent to Ablon shareholders in hard
copy and is available for inspection free from charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on CPI's website (at www.cpi-group.cz) during the
course of the Offer.
Further announcements will be made as appropriate.
If you are in any doubt about this Offer or as to the action you
should take, you are recommended to seek your own independent
financial advice from a stockbroker, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000. If you are outside the UK, you
should immediately consult an appropriately authorised independent
financial adviser.
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 UK LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct 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 UK LLP 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 UK LLP 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 UK LLP 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.
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 is for the securities of a corporation organised under
the laws of Guernsey and is 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.
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 Ablon shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Ablon shareholders, persons with
information rights and other relevant persons for the receipt of
communications from the Company may be provided to the
Offerorduring 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 18
April 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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