TIDMISG
RNS Number : 9435M
Cathexis UK Holdings Limited
26 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
Level of acceptances at Second Closing Date and extension of the
Offer
Introduction
On 11 December 2015, Cathexis announced its firm intention to
make a cash offer at 143 pence per ISG Share for the entire issued
and to be issued share capital of ISG not already held by Cathexis
Holdings and its wholly owned subsidiaries. The Offer Document
relating to the Offer was posted to ISG Shareholders on 19 December
2015. The First Closing Date for the Offer was 11 January 2016. On
12 January 2016, Cathexis announced that it was extending the Offer
to 1.00 p.m. on 25 January 2016 (the "Second Closing Date").
Cathexis confirms the level of acceptances of the Offer and its
and its concert parties' interests in relevant securities of ISG as
set out below.
Levels of acceptances and interest in ISG Shares at Second
Closing Date
As at 1.00 p.m. (London time) on 25 January 2016 (being the
Second Closing Date), Cathexis has received valid acceptances of
the Offer in respect of 843,422 ISG Shares, representing
approximately 1.70 per cent. of the current issued share capital of
ISG, which Cathexis may count towards the satisfaction of the
Acceptance Condition to the Offer. No acceptances have been
received from ISG Shareholders acting in concert with Cathexis.
In addition, as at 1.00 p.m. (London time) on the Second Closing
Date, the following concert parties of Cathexis, being wholly owned
subsidiaries of Cathexis Holdings, had an interest in relevant
securities of ISG as follows:
Type of relevant
security Percentage
held and Number of issued share
nature of of relevant capital of
Name interest securities ISG held
Beneficial
Cathexis Stocks, owner of
LP ISG Shares 12,662,946 25.59%
Beneficial
Cathexis Capital, owner of
LP ISG Shares 1,949,397 3.94%
Total 14,612,343 29.53%
Accordingly, as at 1.00 p.m. (London time) on the Second Closing
Date, Cathexis Holdings and its wholly owned subsidiaries either
owned or Cathexis had received valid acceptances of the Offer in
respect of a total of 15,455,765 ISG Shares, representing
approximately 31.23 per cent. of the current issued share capital
of ISG, all of which may count towards the satisfaction of the
Acceptance Condition.
The percentages of ISG Shares referred to in this announcement
are based upon a figure of 49,483,864 ISG Shares in issue on 25
January 2016.
Save as set out above, on the Second Closing Date, neither
Cathexis nor any persons acting in concert with Cathexis has (i)
any interest in or any right to subscribe for any relevant
securities of ISG, (ii) any short positions (whether conditional or
absolute and whether in money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require any other person to purchase or take
delivery of any relevant securities of ISG, (iii) borrowed or lent
any relevant securities of ISG, save for any borrowed shares of ISG
that have been on-lent or sold, or (iv) received any outstanding
irrevocable commitment or letter of intent in respect of relevant
securities of ISG.
Extension of the Offer
Cathexis further announces that the Offer, which remains subject
to the terms and conditions set out or referred to in the Offer
Document, is being extended and will remain open for acceptances
until 1.00 p.m. (London time) on 1 February 2016.
Any further extensions of the Offer will be publicly announced
no later than 8.00 a.m. (London time) on the Business Day following
the date on which the Offer is otherwise due to expire, or such
later date or time as the Panel may agree.
Further acceptances of the Offer
Cathexis encourages ISG Shareholders who have not yet accepted
the Offer to do so as soon as possible.
Details of the procedure for accepting the Offer are summarised
below. Full details of the procedure for accepting the Offer are
set out on page 10 of the Offer Document, Parts C and D of Appendix
1 of the Offer Document and, in respect of ISG Shares held in
Certificated Form (that is, not in CREST), in the Form of
Acceptance.
To accept the Offer in respect of ISG Shares held in
Certificated Form (that is, not in CREST), ISG Shareholders should
complete, sign and return the Form of Acceptance (together with
share certificate(s) and/or other document(s) of title) as soon as
possible and, in any event, so as to be received by the Receiving
Agent not later than 1.00 p.m. (London time) on 1 February 2016. A
reply-paid envelope for use in the UK only is enclosed with the
Offer Document for convenience.
To accept the Offer in respect of ISG Shares held in
unCertificated Form (that is, in CREST), ISG Shareholders should
follow the procedure for Electronic Acceptance through CREST so
that the TTE instruction settles as soon as possible and, in any
event, not later than 1.00 p.m. (London time) on 1 February 2016.
If you are a CREST Sponsored member, you should refer to your CREST
Sponsor as only your CREST Sponsor will be able to send the
necessary TTE Instruction to Euroclear.
Capitalised terms used herein but not defined have the same
meanings as set out in the Offer Document as published 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.
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