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RNS Number : 5443C
Hanover Bidco 1 Limited
20 October 2020
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 such jurisdiction.
FOR IMMEDIATE RELEASE 20 October 2020
Recommended Offer
for
ClearStar, Inc. ("ClearStar")
by
Hanover Bidco 1 Limited ("Hanover Bidco")
(an investment vehicle ultimately wholly-owned by Hanover Active
Equity Fund II, S.C.A SICAV-RAIF)
First Closing Date and extension to Offer
Introduction
On 16 September 2020, the ClearStar Independent Directors and
the directors of Hanover Bidco announced the terms of a recommended
offer to be made by Hanover Bidco for the entire issued and to be
issued share capital of ClearStar (the "Offer").
On 1 October 2020, Hanover Bidco announced that the Offer was
unconditional in all respects and remained open for acceptances
until 1.00 pm (London time) on 19 October 2020.
On 20 October 2020, ClearStar announced that it had made an
application to the London Stock Exchange for the cancellation of
admission to trading on AIM of the ClearStar Shares. It is
anticipated that the cancellation of listing and trading on AIM
will take effect on or shortly after 7.00 a.m. (London time) on 17
November 2020.
The full terms and conditions and the procedures for acceptance
of the Offer are set out in full in the offer document published by
Hanover Bidco on 18 September 2020 (the "Offer Document"). Terms
and expressions used in this announcement shall, unless defined
herein or unless the context otherwise requires, have the same
meanings as given to them in the Offer Document, a copy of which is
available on Hanover Bidco's website at www.hanoverinvestors.com
and ClearStar's website at www.clearstar.net .
Level of acceptances
As at 1.00 pm (London time) on 19 October 2020 (being the First
Closing Date), Hanover Bidco had received valid acceptances of the
Offer in respect of 32,408,639 ClearStar Shares, representing
approximately 89.12 per cent. of ClearStar's issued share capital.
In addition, between 16 and 18 September 2020, Hanover Bidco
acquired 2,381,548 ClearStar Shares representing approximately 6.55
per cent. of ClearStar's issued share capital.
Accordingly, as at 1.00 pm on 19 October 2020 (being the First
Closing Date), Hanover Bidco had acquired or received valid
acceptances of the Offer in respect of 34,790,187 ClearStar Shares,
representing approximately 95.67 per cent. of ClearStar's issued
share capital.
Extension to Offer
As set out in the Offer Document, Hanover Bidco reserves the
right to extend the Offer at any time and until further notice at
its discretion. Hanover Bidco announces its decision to extend the
Offer by a further 21 calendar days. Therefore, Hanover Bidco
confirms that the Offer will now remain open for acceptance until
1.00 pm (London time) on 9 November 2020.
Information on how to accept the Offer
If you wish to accept the Offer in respect of ClearStar Shares
in certificated form (that is not in CREST), please return the Form
of Acceptance/Election duly completed, by post or by hand (during
normal business hours only) to the Receiving Agent, Link Group,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU, United Kingdom as soon as possible and, in any event, to
be received by no later than 1.00 pm (London time) on 9 November
2020. The procedure for acceptance is set out in paragraph 10.1 of
the letter from Hanover Bidco contained in the Offer Document and
in the Form of Acceptance/Election.
If you wish to accept the Offer in respect of your ClearStar DIs
(that is in CREST), please send (or, if you are a CREST sponsored
member procure that your CREST sponsor sends) a TTE Instruction in
accordance with the procedure set out above in paragraph 10.2 of
the letter from Hanover Bidco contained in the Offer Document and
in the Form of Acceptance/Election, as soon as possible and in any
event so that the TTE Instruction settles not later than 1.00 pm
(London time) on 9 November 2020.
Cancellation of listing of ClearStar Shares
As set out in the Offer Document, now that the Offer has been
declared unconditional in all respects, as announced on 1 October
2020, and Hanover Bidco has acquired more than 75 per cent. of the
voting rights of ClearStar, ClearStar has announced on 20 October
2020 that it has made an application to the London Stock Exchange
to cancel Clearstar's listing and admission to trading on AIM. As
mentioned above, it is anticipated that the cancellation of listing
and trading on AIM will take effect on or shortly after 7.00 a.m.
(London time) on 17 November 2020.
ClearStar Shareholders are, therefore, encouraged to accept the
Offer as the cancellation of listing will likely significantly
reduce the liquidity and marketability of any ClearStar Shares in
respect of which the Offer will not already have been accepted.
Compulsory acquisition
Now that Hanover Bidco has received acceptances under the Offer
in respect of, and/or otherwise acquires, 90 per cent. or more of
the ClearStar Shares to which the Offer relates, Hanover Bidco
intends to exercise its rights pursuant to the provisions of
section 88 of the Cayman Companies Law in connection with the Offer
as soon as it is able to do so, anticipated to be on or around 17
December 2020, to serve notices to acquire compulsorily the
remaining ClearStar Shares not acquired or agreed to be acquired by
or on behalf of Hanover Bidco pursuant to the Offer or have not
been accepted on the same terms as the Offer.
Settlement
Settlement for those ClearStar Shareholders who have validly
accepted the Offer will be effected promptly within 3 US Business
Days of today's date, or, in relation to valid acceptances received
after today's date, within 3 US Business Days of that
acceptance.
Enquiries
Hanover
Matthew Peacock
Fred Lundqvist +44 20 7766 8400
Important notice
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice. If you are
in any doubt about the Offer or the contents of this announcement,
you should consult your own legal, financial and/or tax adviser for
legal, business, financial and/or tax advice.
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of ClearStar in any jurisdiction in contravention of
applicable law. This announcement does not constitute a prospectus
or equivalent document.
Any acceptance or other response to the Offer should only be
made on the basis of the information contained in the Offer
Document and the Form of Acceptance/Election. ClearStar
Shareholders who have not yet accepted the Offer are advised to
read the formal documentation in relation to the Offer
carefully.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore,
persons into whose possession this announcement comes who are not
resident in the United Kingdom should inform themselves about, and
observe, any applicable restrictions. ClearStar Shareholders who
are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction
without delay. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purposes of
complying with English law, the laws of the Cayman Islands 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 will be subject to the applicable requirements of
English Law, the laws of the Cayman Islands, the AIM Rules, the UK
Financial Conduct Authority and section 14(e) of, and Regulation
14E under, the US Securities Exchange Act of 1934 (the "Exchange
Act"). ClearStar is not subject to the UK Takeover Code or any
requirements of the UK Takeover Panel.
Notice to US holders of ClearStar Shares
The Offer is for the securities of a corporation organised under
the laws of England and Wales and is subject to the procedure and
disclosure requirements of the United Kingdom, which are different
from those of the United States. The Offer is being made in the
United States pursuant to the applicable provisions of Section
14(e) of, and Regulation 14E under, the Exchange Act, and pursuant
to an exemption from the registration requirement of the Securities
Act for transactions not involving a public offering and, in
accordance with the requirements of the laws of the Cayman Islands.
The Hanover Bidco shares to be issued pursuant to the Offer have
not been and will not be registered under the Securities Act or
under the relevant securities laws of any state or territory or
other jurisdiction of the United States. There will be no public
offering of Hanover Bidco shares in the United States. The Offer is
being made for the securities of a Cayman Islands incorporated
company with its shares admitted to trading on AIM. The Offer is
not subject to United States disclosure requirements. The financial
information on ClearStar included in this announcement has been
extracted from ClearStar financial statements which are stated by
ClearStar to have been prepared in accordance with US GAAP.
It may be difficult for US holders of ClearStar Shares to
enforce their rights and any claim arising out of US federal
securities laws, since Hanover Bidco is incorporated under the laws
of England and Wales, and ClearStar is incorporated under the laws
of the Cayman Islands and some of their officers and directors are
residents of non-US jurisdictions. US holders of ClearStar Shares
may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
The Offer does not constitute an offer of securities for sale in
the United States or an offer to acquire securities in the United
States. No offer to acquire securities or to exchange securities
for other securities has been made, or will be made, directly or
indirectly, in or into, or by the use of the mails of, or by any
means or instrumentality of interstate or foreign commerce or any
facilities of a national securities exchange of, the United States
or any other country in which such offer may not be made other
than: (i) in accordance with the tender offer requirements under
the Exchange Act, or the securities laws of such other country, as
the case may be; or (ii) pursuant to an available exemption from
such requirements. Neither the US Securities and Exchange
Commission nor any US state securities commission has approved or
disapproved the Offer, passed comment upon the fairness or merits
of the Offer or passed comment upon the adequacy or completeness of
this announcement. Any representation to the contrary is a criminal
offence in the United States. The receipt of cash pursuant to the
Offer by a US holder of ClearStar Shares may be a taxable
transaction for US federal income tax purposes and under applicable
US state and local, as well as foreign and other, tax laws. Each
ClearStar Shareholder is urged to consult his or her independent
professional adviser immediately regarding the tax consequences of
accepting the Offer.
To the extent permitted by applicable law, in accordance with
normal UK market practice, Hanover Bidco or its nominees or brokers
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities in ClearStar, other than pursuant to the Offer,
at any time prior to completion of the Offer. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any such purchases, or
arrangements to purchase, will comply with all applicable UK and
Cayman Islands' rules, the AIM Rules and Rule 14e-5 under the
Exchange Act. To the extent required by the applicable law, any
information about such purchases will be disclosed on a next day
basis to a Regulatory Information Service including the Regulatory
News Service on the London Stock Exchange website,
www.londonstockexchange.com . To the extent that such information
is made public in the United Kingdom, this information will also be
deemed to be publicly disclosed in the United States.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on Hanover Bidco's website at
www.hanoverinvestors.com and ClearStar's website at
www.clearstar.net
The contents of Hanover Bidco's website and ClearStar's website
are not incorporated into and do not form part of this
announcement.
Time
All times shown in this announcement are London times, unless
otherwise stated.
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END
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