TIDMISG
RNS Number : 3098M
Cathexis UK Holdings Limited
19 January 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 OR
REGULATIONS OF THAT JURISDICTION
CASH OFFER
for
ISG PLC
by
CATHEXIS UK HOLDINGS LIMITED
Posting of response document in connection with the Offer
On 30 December 2015, the ISG Board published its revised defence
document (the "Revised Defence Document") containing its views on
the Offer. The Revised Defence Document contained a number of
statements upon which Cathexis wishes to comment.
Cathexis therefore announces that it will shortly be posting a
circular to ISG Shareholders (the "Response Document") containing,
inter alia, its response to comments made in the Revised Defence
Document and providing ISG Shareholders with additional insights
into why Cathexis believes the Offer Price is fair in order to
assist them in reaching a fully informed view with regards the
Offer in advance of the second closing date on 25 January 2016.
Key conclusions stated in the Response Document are as
follows:
-- ISG has demonstrated a history of volatile trading, has
repeatedly failed to meet expectations and has delivered poor
returns to shareholders relative to its peers;
-- the Offer Price fairly reflects ISG's strengths while also
taking into account its volatile performance, client concentration
and the cyclicality of its industry; and
-- Cathexis has been a supportive shareholder - but, if the
Offer does not succeed, the provisions of the City Code limit its
ability to provide future support.
Cathexis highlights that the Offer will be open for acceptance
until 1.00 p.m. (London time) on 25 January 2016 (or such later
time(s) or date(s) as Cathexis may determine, subject to the
consent of the Panel, where required). The procedure for acceptance
of the Offer is set out in in the Offer Document in paragraph 14 of
Part 1, Parts C and D of Appendix 1 and is further described in the
Form of Acceptance.
Capitalised terms used herein and in the Response Document but
not defined have the same meanings as set out in the Offer Document
which was posted to ISG Shareholders on 19 December 2015.
Enquiries
Altium (Financial adviser to Cathexis) Tel: +44 (0) 207 484
4040
Stephen Georgiadis / Tim Richardson
IMPORTANT NOTES
Disclaimer
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.
Responsibility statement
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.
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.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the City 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 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) ISG 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 pm (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
ISG 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 City Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of ISG or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of ISG 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) ISG 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 pm (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 of the City Code.
Opening Position Disclosures must also be made by ISG and by any
offeror and Dealing Disclosures must also be made by ISG, 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 City 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.
You should contact 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.
Publication on website
A copy of this announcement and the Response Document will,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, be made available on Cathexis' website at
www.cathexisinfo.com by no later than 12 noon (London time) on 20
January 2016, pursuant to Rule 26.1 of the City Code. The contents
of the website referred to in this announcement are not
incorporated into, and do not form part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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