TIDMISG
RNS Number : 3757P
Cathexis UK Holdings Limited
17 February 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
MANDATORY CASH OFFER FOR ISG PLC
at
171 PENCE PER ISG SHARE
by
CATHEXIS UK HOLDINGS LIMITED
Mandatory Offer unconditional in all respects
Introduction
On 11 December 2015, Cathexis announced its intention to make a
cash offer at 143 pence per ISG Share to acquire the whole of the
issued and to be issued share capital of ISG not already held by
Cathexis Holdings and its wholly owned subsidiaries. The Original
Offer Document and a Form of Acceptance were posted to ISG
Shareholders on 19 December 2015.
On 29 January 2016, Cathexis announced an increase in its offer
to 171 pence per ISG Share. Also on 29 January 2016, Cathexis
Stocks, LP, a wholly owned subsidiary of Cathexis Holdings and a
concert party of Cathexis, acquired 297,762 ISG Shares at a price
of 171 pence per share, as a result of which (and by increasing the
holding in ISG Shares of Cathexis and its concert parties to 30 per
cent. or more of the issued ISG Shares) Cathexis was required to
make its offer mandatory in accordance with Rule 9 of the City
Code. The Mandatory Offer Document, containing the terms and the
Condition of the Mandatory Offer, and a Form of Acceptance were
posted to ISG Shareholders on 3 February 2016.
This morning, the ISG Board unanimously recommended that ISG
Shareholders accept the Mandatory Offer.
The Mandatory Offer remained open for acceptances until 1.00
p.m. (London time) today, 17 February 2016, being the last date
that the Condition may be satisfied in accordance with Rule 31.6(c)
of the City Code ("Day 60").
Cathexis confirms that the level of acceptances of the Mandatory
Offer and its concert parties' interests in relevant securities of
ISG as at 1.00 p.m. (London time) on Day 60 are as set out
below.
Levels of acceptances and interest in ISG Shares
As at 1.00 p.m. (London time) on 17 February 2016 (being Day
60), Cathexis has received valid acceptances of the Mandatory Offer
in respect of 2,308,573 ISG Shares, representing approximately 4.66
per cent. of the current issued share capital of ISG, which
Cathexis may count towards the satisfaction of the Condition to the
Mandatory 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 Day 60, 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 26,884,275 54.33%
Beneficial
Cathexis Capital, owner of
LP ISG Shares 1,949,397 3.94%
Total 28,833,672 58.26%
Accordingly, as at 1.00 p.m. (London time) on Day 60, Cathexis
and its concert parties either owned or Cathexis had received valid
acceptances of the Mandatory Offer in respect of a total of
31,142,245 ISG Shares, representing approximately 62.93 per cent.
of the current issued share capital of ISG, all of which may count
towards the satisfaction of the Condition under Rule 31.6(c) of the
City Code.
The percentages of ISG Shares referred to in this announcement
are based upon a figure of 49,483,864 ISG Shares in issue on 17
February 2016.
Save as set out above, on Day 60, 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.
Condition satisfied and Mandatory Offer wholly unconditional
Cathexis announces that in light of the valid acceptances and
other interests in ISG Shares referred to above, the Condition has
been satisfied and the Mandatory Offer has become unconditional in
all respects.
Settlement of the Mandatory Offer
Full details for the settlement of the consideration which an
ISG Shareholder, who has submitted a valid acceptance of the
Mandatory Offer, will receive are set out on page 12 of the
Mandatory Offer Document.
Extension of the Mandatory Offer
Cathexis announces that the Mandatory Offer will remain open for
acceptance until further notice and at least 14 days' notice will
be given if Cathexis decides to close the Mandatory Offer.
ISG Shareholders who have not yet accepted the Mandatory Offer
and who wish to do so should take action to accept the Mandatory
Offer as soon as possible in accordance with the following
procedures:
-- To accept the Mandatory 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) so as
to be received by the Receiving Agent as soon as possible.
-- To accept the Mandatory 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. 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.
Full details of the procedure for accepting the Mandatory Offer
are set out on page 9 of the Mandatory Offer Document and, in
respect of ISG Shares held in Certificated Form (that is, not in
CREST), in the Form of Acceptance.
Cathexis Stocks to make further market purchases of ISG
Shares
Cathexis announces that Cathexis Stocks, LP ("Cathexis Stocks"),
a concert party of Cathexis, is willing to continue to make market
purchases of ISG Shares.
Compulsory acquisition, de-listing and re-registration
If Cathexis receives valid acceptances of the Mandatory Offer in
respect of ISG Shares which, together with the ISG Shares owned, by
Cathexis and its concert parties, represent not less than 75 per
cent. of the voting rights attaching to the ISG Shares, Cathexis
intends to procure that ISG will make an application for the
cancellation of the admission to trading on AIM of the ISG
Shares.
If such an application is made, it is expected that cancellation
of admission to trading on AIM will take effect no earlier than 20
Business Days after the date on which Cathexis and its concert
parties have, by virtue of their shareholdings and acceptances of
the Mandatory Offer, acquired, or agreed to acquire, 75 per cent.
of the voting rights attaching to the ISG Shares. Cathexis will
request that ISG makes a regulatory announcement when the necessary
75 per cent. threshold has been reached confirming that the notice
period has commenced and the anticipated date of cancellation.
Cancellation of the admission to trading on AIM is likely to
reduce significantly the liquidity and marketability of any ISG
Shares in respect of which the Mandatory Offer has not at such time
been accepted.
If Cathexis receives acceptances of the Mandatory Offer in
respect of, and Cathexis and its concert parties otherwise acquire,
90 per cent. or more of the ISG Shares to which the Mandatory Offer
relates and 90 per cent. or more of the voting rights attaching to
such shares, Cathexis intends to exercise its rights pursuant to
sections 974 to 991 of the 2006 Act to acquire compulsorily, on the
same terms as the Mandatory Offer, the remaining ISG Shares in
respect of which the Mandatory Offer has not at such time been
accepted.
It is also intended that, if Cathexis receives valid acceptances
in respect of ISG Shares which, together with the ISG Shares
acquired by Cathexis and its concert parties, represent not less
than 75 per cent. of the voting rights attaching to the ISG Shares,
and once the admission to trading of the ISG Shares on AIM has been
cancelled, Cathexis will seek to re-register ISG as a private
limited company.
Capitalised terms used herein but not defined have the same
meanings as set out in the Mandatory Offer Document as published on
3 February 2016 and 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
February 17, 2016 10:47 ET (15:47 GMT)
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 Mandatory 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
Mandatory 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 Mandatory 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 Mandatory 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.
Publication on website
A copy of this announcement will, subject to certain
restrictions relating to persons resident in Restricted
Jurisdiction, be made available on Cathexis' website at
www.cathexisinfo.com by no later than 12 noon (London time) on 18
February 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
OUPEDLFFQLFFBBF
(END) Dow Jones Newswires
February 17, 2016 10:47 ET (15:47 GMT)
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