TIDMCOLT

RNS Number : 8708V

Colt Group S.A.

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

Notice of delisting

FMR LLC ("FMR") and FIL Limited ("FIL") (together, "Fidelity") announced today that their all cash final 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, had been declared wholly unconditional.

As at 1.00 p.m. (London time) on 11 August 2015, BidCo had received acceptances in respect of 246,514,330 Colt Shares representing, when aggregated with Colt Shares held by Fidelity, BidCo or persons acting in concert with Fidelity, approximately 89.9 per cent. of the issued share capital and voting rights of Colt. Therefore, the threshold under Listing Rule 5.2.11D has been reached.

In accordance with paragraph 10 of the letter from BidCo to Colt Shareholders in the offer document dated 8 July 2015 and containing the terms and conditions of the Offer (the "Offer Document"), Colt today announces that it has made a request to the U.K. Listing Authority and to the London Stock Exchange for the cancellation of the listing on the Official List of the Colt Shares, and for the cancellation of the admission to trading on the London Stock Exchange's market for listed securities of the Colt Shares.

Pursuant to Listing Rule 5.2.11C, Colt announces that the cancellation notice period has now commenced and cancellation is expected to take effect from 8.00 a.m. on 10 September 2015.

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 on Colt's website at http://www.colt.net/investor-portal/fidelity-offer-2/.

 
 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

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