TIDMCOLT
RNS Number : 7736V
Moonray Services (UK) Limited
12 August 2015
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 OF SUCH
JURISDICTION
For immediate release
12 August 2015
Offer wholly unconditional
Summary
On 8 July 2015, FMR LLC ("FMR") and FIL Limited ("FIL")
(together, "Fidelity") published the terms of an all cash final
offer (the "Offer") through Lightning Investors Limited ("BidCo")
(an entity jointly owned by FMR and FIL) to acquire the issued and
to be issued share capital of Colt Group S.A. ("Colt") not owned by
Fidelity (the "Offer Document").
Fidelity is pleased to announce that valid acceptances of the
Offer have been received in respect of 246,514,330 Colt Shares
representing approximately 27.5 per cent. of the issued share
capital of Colt. The acceptances, when aggregated with the
559,770,078 Colt Shares representing approximately 62.4 per cent.
of the issued share capital of Colt held by Fidelity and BidCo,
represent approximately 89.9 per cent. of the issued share capital
and voting rights of Colt. Therefore the acceptance Condition of
the Offer has been satisfied. All other Conditions of the Offer
have been satisfied or waived. Accordingly the Offer is hereby
declared wholly unconditional.
BidCo intends to procure that Colt makes a request to the U.K.
Listing Authority and to the London Stock Exchange for the
cancellation of the admission of the Colt Shares to listing on the
Official List and to trading on the London Stock Exchange.
The Offer will remain open for acceptances until 1.00 p.m.
(London time) on 4 September 2015 and may be extended thereafter in
the discretion of BidCo.
Fidelity encourages all Colt Shareholders who have not yet
accepted the Offer to do so as soon as possible and in any event
not later than 1.00 p.m. (London time) on 4 September 2015.
Level of acceptances and Conditions
As at 1.00 p.m. (London time) on 11 August 2015, being the First
Closing Date of the Offer, BidCo had received valid acceptances of
the Offer in respect of 246,514,330 Colt Shares representing, when
aggregated with Colt Shares held by Fidelity and BidCo,
approximately 89.9 per cent. of the issued share capital and voting
rights of Colt.
The Offer was conditional on valid acceptances being received in
respect of Colt Shares representing, when aggregated with Colt
Shares held by Fidelity or persons acting in concert with Fidelity,
not less than 95 per cent. in nominal value of the Colt Shares in
issue or to be issued (or such lesser percentage not being less
than 80 per cent. as BidCo was to decide of the issued share
capital of Colt) and not less than 95 per cent. (or such lesser
percentage not being less than 80 per cent. as BidCo was to decide)
of the voting rights carried by those Colt Shares.
The Offer was conditional upon, amongst other things, the
approval by a majority of Independent Colt Shareholders of a
resolution to approve the amendment and subsequent termination of
the Relationship Agreement. The required resolution was approved by
a majority of 93.4% of those voting at the Colt Shareholders
Meeting and held on 11 August 2015.
Procedure for acceptance of the Offer
Colt Shareholders who have not yet accepted the Offer are urged
to do so without delay and in accordance with the following
instructions:
-- if Colt Shareholders hold Colt Shares in certificated form
(that is, not in CREST), Colt Shareholders should read paragraph
16.1 of the letter from BidCo to Colt Shareholders in part 1 of the
Offer Document and complete the Form of Acceptance in accordance
with the instructions printed on it and set out in paragraph 16.1.
The completed Form of Acceptance should be returned as soon as
possible by post to the Receiving Agent, Computershare Investor
Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater
Road, Bristol BS99 6AH or by hand (during normal business hours
only) to the Receiving Agent, Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol BS13 8AE, and in any event
so as to be received by Computershare Investor Services PLC no
later than 1.00 p.m. (London time) on 4 September 2015.
-- if Colt Shareholders hold Colt DIs (in CREST), Colt
Shareholders should read paragraph 16.2 of the letter from BidCo to
Colt Shareholders in Part 1 of the Offer Document and ensure that
an electronic acceptance is made by the Colt Shareholder or on his
behalf as soon as possible and in any event no later than 1.00 p.m.
(London time) on 4 September 2015. If Colt Shareholders are CREST
sponsored members, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
instruction(s) to Euroclear.
If Colt Shareholders require assistance in completing a Form of
Acceptance (or wish to obtain an additional Form of Acceptance), or
have questions in relation to making an Electronic Acceptance, Colt
Shareholders should contact the Receiving Agent, Computershare
Investor Services PLC on 0370 707 4040 from within the U.K. or on
+44 (0) 370 707 4040 if calling from outside the U.K.. Calls from
landline providers typically cost up to 12 pence per minute. From
mobile networks calls cost between 5 pence and 40 pence per minute.
Calls from outside the U.K. are chargeable at applicable
international rates. Calls may be recorded and randomly monitored
for security and training purposes. Lines are open from 9.00 a.m.
until 5.00 p.m. (London time) Monday to Friday (excluding U.K.
public holidays). The helpline cannot provide advice on the merits
of the Offer nor give any financial, legal or tax advice. Copies of
the Offer Document and Form of Acceptance can be viewed on Colt's
website at http://www.colt.net.
Settlement of consideration
The consideration to which any Colt Shareholder is entitled
under the Offer will be settled (i) in the case of valid
acceptances received by 1.00 p.m. (London time) on 11 August 2015,
on or before 26 August 2015; and (ii) in the case of valid
acceptances received after 1.00 p.m. (London time) on 11 August
2015, but while the Offer remains open for acceptance, within 14
days of such acceptances being received, in each case in the manner
described in the Offer Document.
Delisting and Repurchase Offer
As set out in the Offer Document, now that the Offer has been
declared wholly unconditional, BidCo intends to procure that Colt
makes a request to the U.K. Listing Authority and to the London
Stock Exchange for the cancellation of the admission of the Colt
Shares to listing on the Official List and to trading on the London
Stock Exchange.
Delisting would significantly reduce the liquidity and
marketability of any Colt Shares not purchased pursuant to the
Offer, and their value may be affected as a consequence.
Following the Delisting, BidCo intends to procure that Colt
makes an offer to the Colt Shareholders in respect of whom valid
acceptances of the Offer have not been received, to repurchase
their Colt Shares at the Offer Price.
**********
Unless otherwise defined herein, terms defined in the Offer
Document have the same meaning in this announcement.
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, on Colt's website at http://www.colt.net.
Enquiries
J.P. Morgan Cazenove (financial
adviser to Fidelity and BidCo)
Mark Breuer Tel: +44 (0) 20 7742 4000
Dwayne Lysaght
J.P. Morgan Limited, which conducts its U.K. investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Fidelity and BidCo and no one else in connection with the Offer and
will not regard any other person as its client in relation to the
Offer or any other matter referred to in this announcement and will
not be responsible to anyone other than Fidelity and BidCo for
providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to the Offer or any
other matter referred to herein.
Regulation of the Offer and disclosure
Due to the existing shareholdings of Fidelity in Colt, the Offer
does not constitute a takeover offer for the purposes of the
Takeover Directive and accordingly is not a transaction that is
regulated by the Panel or by the Commission de Surveillance du
Secteur Financier (CSSF) Luxembourg.
Accordingly, Colt Shareholders and others dealing in shares in
Colt are not obliged to disclose any of their dealings in
accordance with Rule 8 of the Code. However, Colt Shareholders and
others dealing in shares in Colt or in certain financial
instruments giving access to shares in Colt are reminded (i) that
they are required to make notifications provided for by the
Transparency Law of Luxembourg of 11 January 2008, and (ii) that
any person who reaches, exceeds or falls below the threshold of 3
per cent. and/or each 1 per cent. threshold thereafter, is required
by Colt's articles of association to notify Colt and the CSSF of
such a change.
Overseas Shareholders
The laws of the relevant jurisdictions may affect the
availability of the Offer to persons who are not resident in
Luxembourg, the United Kingdom or the U.S.. Persons who are not
resident in Luxembourg, the United Kingdom or the U.S. or who are
subject to laws of any jurisdiction other than Luxembourg, the
United Kingdom or the U.S., should inform themselves about, and
observe, any applicable requirements. Any person (including,
without limitation, nominees, trustees and custodians) who would,
or otherwise intends to, forward the Offer Document or any
accompanying document to any jurisdiction outside Luxembourg, the
United Kingdom or the U.S. should refrain from doing so and seek
appropriate professional advice before taking any such action.
The Offer is not being made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction
(as defined in the Offer Document), and the Offer is not capable of
acceptance by any such use, means, instrumentality or facility or
from within a Restricted Jurisdiction. Accordingly, copies of
formal documentation relating to the Offer are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving the Offer Document (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. Doing so may render invalid any related purported
acceptance of the Offer.
The Offer is being made in the U.S. pursuant to Section 14(e)
and Regulation 14E under the Exchange Act and otherwise in
accordance with any applicable requirements under Luxembourg or
English law, the London Stock Exchange and the Financial Conduct
Authority.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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