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 OF SUCH JURISDICTION
RECOMMENDED CASH OFFER
INFLECTION MANAGEMENT CORPORATION LIMITED ("Inflection")
SUPERGLASS HOLDINGS PLC ("Superglass")
Intention to delist Superglass Shares from trading on AIM
The Board of Superglass notes the announcement by Inflection that, having received valid acceptances in respect of Superglass Shares representing 98.7 per cent. of the issued ordinary share capital of Superglass as at the First Closing Date, it has declared its recommended cash Offer for Superglass unconditional in all respects. In addition, the Superglass Board notes that the Offer is being extended and will remain open until further notice and that Inflection will give at least 14 days' notice prior to closing the Offer.
By virtue of acceptances of the Offer, Inflection has acquired, or agreed to acquire, Superglass Shares representing in excess of 75 per cent. of the total voting rights of Superglass. Accordingly, at the request of Inflection, and as set out in the Offer Document dated 8 August 2016, the Board of Superglass has applied for the cancellation of admission to trading on AIM of Superglass Shares (the "Delisting").
Admission of the Superglass Shares to trading on AIM will be cancelled without the requirement for a resolution of shareholders approving such cancellation pursuant to Rule 41 of the AIM Rules. It is expected that the Delisting will take effect by no later than 7.00am (London time) on 29 September 2016 (the "Delisting Date"), following which dealings in Superglass Shares will cease, and a further announcement will be made at that time.
The Delisting will significantly reduce the liquidity and marketability of any Superglass Shares not acquired by Inflection and the Board of Superglass therefore recommends those Superglass Shareholders who have not already accepted the Offer to accept the Offer as soon as possible. The procedure for acceptance of the Offer is set out in the Offer Document.
As a result of the Offer having been declared unconditional in all respects, Jan Holmström, non-executive Director, has stepped down from the Board of Superglass with immediate effect and Mark Cubitt, non-executive Chairman, has agreed to step down with effect from the Delisting Date. The Board would like to thank Mark and Jan for their service to Superglass and support during the Offer process, and wish them well for the future.
Capitalised terms in this Announcement shall, unless otherwise defined, have the same meanings as set out in the Offer Document.
Superglass Holdings PLC +44 (0) 1786 451 170
Ken Munro (Chief Executive Officer)
Financial Adviser, Nomad and Joint Broker to Superglass +44 (0) 20 7496 3000
Joint Broker to Superglass +44 (0) 20 3328 5656
Charlotte Street Partners +44 (0) 131 516 5310
N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and joint broker to Superglass 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 Superglass for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.
Allenby Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker to Superglass 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 Superglass for providing the protections afforded to clients of Allenby Capital 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 ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER HAS BEEN MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF SUPERGLASS SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY.
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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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, 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 p.m. (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 consult 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.
Overseas Superglass Shareholders
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 is not capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
Publication of this Announcement
Neither the content of Superglass' website nor the content of any websites accessible from hyperlinks on Superglass' website or contained in this Announcement is incorporated into, or form part of, this Announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.
The Offer is subject to the provisions of the Takeover Code.
This information is provided by RNS