TIDMISG
RNS Number : 7659I
Cathexis UK Holdings Limited
11 December 2015
11 December 2015
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
CASH OFFER
for
ISG PLC
by
CATHEXIS UK HOLDINGS LIMITED
Cathexis UK Holdings Limited ("Cathexis") today announces that
it intends to make a cash offer for the entire issued and to be
issued ordinary share capital of ISG plc ("ISG") not already owned
by Cathexis and its concert parties to be implemented by means of a
takeover offer within the meaning of Part 28 of the Companies Act
2006 (the "Offer").
Summary
-- Under the terms of the Offer, holders of ISG Shares who
accept the Offer will be entitled to receive:
143 pence in cash for each ISG Share
-- The Offer Price values the existing issued ordinary share
capital of ISG at approximately GBP70.8 million in aggregate and
represents a premium of approximately 17.2 per cent to the Closing
Price of an ISG Share of 122 pence on 10 December 2015, the last
Business Day prior to this announcement.
-- Cathexis believes that the Offer provides the certainty of a
realisable value to ISG Shareholders and allows them to mitigate
the inherent risks that the Company's core construction business,
by its nature, is unpredictable and prone to extraordinary losses
from time to time.
-- Cathexis Holdings, the parent company of Cathexis and acting
in concert with Cathexis, holds directly or indirectly 14,612,343
ISG Shares, representing approximately 29.53 per cent. of the
existing issued ordinary share capital of ISG.
-- The Offer will be conditional upon, amongst other things,
Cathexis receiving valid acceptances (which have not been
withdrawn) in respect of ISG Shares which represent not less than
90 per cent. (or such lower percentage as Cathexis may, subject to
the City Code, decide) of the ISG Shares to which the Offer relates
and of the voting rights attaching to those shares. However, this
condition will not be satisfied unless Cathexis and the Cathexis
Group have acquired, or agreed to acquire (whether pursuant to the
Offer or otherwise), ISG Shares carrying, in aggregate, more than
50 per cent. of the voting rights then normally exercisable at
general meetings of ISG.
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement including the
Appendices.
Appendix I of this announcement sets out the Conditions of the
Offer and certain further terms of the Offer. Appendix II of this
announcement contains the sources and bases of certain information
used in this summary and in the following announcement. Appendix
III of this announcement contains definitions of certain terms used
throughout this announcement.
Enquiries:
Altium (Financial adviser to Cathexis) Tel: +44 (0)207 484
4040
Stephen Georgiadis / Tim Richardson
IMPORTANT NOTES
Altium Capital Limited ("Altium"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser exclusively for Cathexis and no-one
else in connection with the matters referred to in this
announcement and will not regard any other person as its client in
relation to such matters and will not be responsible to anyone
other than Cathexis for providing the protections afforded to
clients of Altium, nor for providing advice in relation to any
matter referred to in this announcement.
The Cathexis Directors accept responsibility for the information
contained in this announcement relating to Cathexis, save that the
only responsibility accepted by the Cathexis Directors in respect
of the information in this announcement relating to the ISG Group,
which has been compiled from published sources, is to ensure that
such information has been correctly and fairly reproduced and
presented. To the best of the knowledge and belief of the Cathexis
Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by the
Offer Document (together with, in the case of ISG Shares in
certificated form, the Form of Acceptance), which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. ISG Shareholders should carefully read
the Offer Document (and, if they hold their ISG Shares in
certificated form, the Form of Acceptance) in its entirety before
making a decision with respect to the Offer.
The Offer will be subject to the Conditions and further terms
set out in this announcement and to the full terms and conditions
that will be set out in the Offer Document and, in respect of ISG
Shares held in certificated form, the Form of Acceptance.
It is intended that the Offer Document and Form of Acceptance
containing further details of the Offer will be despatched to ISG
Shareholders (other than to persons in a Restricted Jurisdiction)
as soon as practicable and, in any event, not later than 28 days
after the date of this announcement (unless agreed otherwise with
the Panel).
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. 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 in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. In particular, copies
of this announcement and any formal documentation relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Unless otherwise permitted by
applicable law and regulation, the Offer may not be made, directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
This announcement has been prepared for the purpose of complying
with English law, the City Code and the AIM Rules, and 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 of England and Wales.
Forward-looking statements
This announcement, including the information included in this
announcement, contains certain forward-looking statements. The
forward-looking statements contained herein include statements
about the expected effects of the Offer on Cathexis and the ISG
Group, strategic options, the expected timing and scope of the
Offer, and all other statements in this announcement other than
historical facts. These statements are based on the current
expectations and are naturally subject to uncertainty and changes
in circumstances. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"budget", "schedule", "forecast", "project", "goal", "believe",
"hope", "aims", "continue", "will", "may", "should", "would",
"could", "subject to", or other words of similar meaning. By their
nature, forward-looking statements involve known and unknown risks
and uncertainties, because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results, outcomes and developments
to differ materially from those expressed in, or implied by, such
forward-looking statements and such statements are therefore
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends
and competition, future exchange and interest rates, changes in
government and regulation including in relation to health and
safety, the environment, labour relations and tax rates and future
business combinations or dispositions. Although it is believed that
the expectations reflected in such forward-looking statements are
reasonable, Cathexis cannot give any assurance, representation or
guarantee that such expectations will prove to have been correct
and such forward-looking statements should be construed in light of
such factors and you are therefore cautioned not to place reliance
on these forward-looking statements which speak only as at the date
of this announcement. Cathexis
(MORE TO FOLLOW) Dow Jones Newswires
December 11, 2015 02:33 ET (07:33 GMT)
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