NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, 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
31 August 2016
RECOMMENDED CASH OFFER
SUPERGLASS HOLDINGS PLC ("SUPERGLASS")
INFLECTION MANAGEMENT CORPORATION LIMITED ("INFLECTION")
Offer declared unconditional in all respects, extension of the Offer
and notice of cancellation of trading of Superglass Shares
On 22 July 2016, the boards of Inflection and Superglass announced that they had reached agreement on the terms of a recommended cash offer to be made by Inflection for the entire issued and to be issued ordinary share capital of Superglass (the "Offer"). The full terms and conditions and the procedures for acceptance of the Offer are set out in the offer document which was published and sent to Superglass Shareholders by Inflection on 8 August 2016 (the "Offer Document").
Level of acceptances
As at 1.00 p.m. (London time) on 30 August 2016, being the First Closing Date, Inflection had received valid acceptances of the Offer in respect of 153,790,644 Superglass Shares, representing approximately 98.7 per cent. of the existing issued ordinary share capital of Superglass, which Inflection may count towards the satisfaction of the Acceptance Condition of the Offer.
The percentage holdings of Superglass Shares referred to in this announcement are based upon a figure of 155,808,334 Superglass Shares in issue.
Offer unconditional in all respects
Following receipt of the above acceptances, Inflection is pleased to announce that the Offer has become unconditional as to acceptances. In addition, Inflection also confirms that all other remaining conditions to the Offer have now either been satisfied or waived. Accordingly, Inflection is pleased to announce that the Offer is declared unconditional in all respects.
The Offer is being extended and will remain open for acceptance until further notice. Inflection will give at least 14 days' notice prior to the closing of the Offer. All other terms and conditions as outlined in the Offer Document still apply.
Superglass Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.
Cancellation of Superglass Shares from trading on AIM
As set out in the Offer Document, as the Offer has now been declared unconditional in all respects and Inflection has, by virtue of the acceptances of the Offer, acquired Superglass Shares representing at least 75 per cent. of the voting rights of Superglass, Inflection intends to procure the making of an application by Superglass for cancellation of the admission to trading on AIM, a market of London Stock Exchange plc, of Superglass Shares (the "Cancellation"). The Cancellation is expected to take effect on or around 29 September 2016.
Superglass Shareholders are strongly recommended to accept the Offer as the subsequent Cancellation will significantly reduce the liquidity and marketability of any Superglass Shares not assented to the Offer.
As set out in the Offer Document, as Inflection has received acceptances under the Offer in respect of, and/or otherwise acquired, not less than 90 per cent. of the Superglass Shares to which the Offer relates, Inflection intends to exercise its rights pursuant to section 979 of the Companies Act 2006 to acquire compulsorily any Superglass Shares that have not been assented to the Offer, and compulsory acquisition notices will be sent to the relevant Superglass Shareholders in due course.
Actions to be taken
Superglass Shareholders who have not yet accepted the Offer are urged to do so as soon as possible:
· Superglass Shareholders who hold their Superglass Shares in certificated form (that is, not in CREST), should complete and return the Form of Acceptance which accompanied the Offer Document; and
· Superglass Shareholders who hold their Superglass Shares in uncertificated form (that is, in CREST), should ensure that an Electronic Acceptance is made by them or on their behalf and that settlement occurs. Those Superglass Shareholders that hold their Superglass Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary instruction to Euroclear.
To accept the Offer in respect of Superglass Shares in certificated form (that is, not in CREST), Superglass Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it and otherwise in accordance with paragraph 12.1 of Part II of the Offer Document and return it to the Receiving Agent, Capita Registrars (along with any appropriate share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only) as soon as possible.
To accept the Offer in respect of Superglass Shares in uncertificated form (that is, in CREST), Superglass Shareholders should follow the procedures for electronic acceptance through CREST in accordance with the instructions set out in paragraph 12.2 of Part II of the Offer Document so that a TTE Instruction settles as soon as possible.
The Offer Document and a specimen Form of Acceptance are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Superglass's website at http://www.superglass.co.uk. Neither the contents of Superglass's website, nor those of any other website accessible from hyperlinks on Superglass's website, are incorporated into or form part of this announcement.
Further copies of the Offer Document and the Form of Acceptance may be obtained by writing to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling Capita Asset Services between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls to the helpline from outside the UK will be charged at applicable international rates. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
Settlement for those Superglass Shareholders who have validly accepted the Offer before the date of this announcement will be effected promptly and, in any case, on or before 14 September 2016 in accordance with applicable English law and regulation.
Settlement for valid acceptances in respect of the Offer received after the date of this announcement but while the Offer remains open for acceptance will be effected promptly and, in any case, within 14 days of receipt of those acceptances in accordance with applicable English law and regulation.
Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document.
Inflection Management Corporation Limited +44 (0) 131 516 5310
Stockdale Securities Limited +44(0) 20 7601 6100
Stockdale, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Inflection and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Inflection for providing the protections afforded to clients of Stockdale or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is made solely through the Offer Document and the accompanying Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any document by which the Offer is made.
The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.
This Announcement has been prepared for the purpose of complying with English law, the Code 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 is not being made directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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) the offeree company 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 the offeree company 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 Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company and (ii) any securities exchange offeror(s), 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.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
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 Takeover 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.
Please be aware that addresses, electronic addresses and certain information provided by Superglass Shareholders, persons with information rights and other relevant persons for the receipt of communications from Superglass may be provided to Inflection during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).
Publication on website and availability of hard copies
A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Superglass's website at http://www.superglass.co.uk by no later than 12.00 noon (London time) on the Business Day following this announcement. Neither the contents of Superglass's website, nor those of any other website accessible from hyperlinks Superglass's website, are incorporated into or form part of this announcement.
Contents of this announcement
If you are in any doubt about the contents of this announcement or the action that you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.
This information is provided by RNS