Colt Group S.A. Update on Fidelity's all cash final offer (7993V)
12 August 2015 - 4:20PM
UK Regulatory
TIDMCOLT
RNS Number : 7993V
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
Update on Fidelity's all cash final offer (the "Offer") for Colt
Group S.A. ("Colt")
On 8 July 2015, FMR LLC and FIL Limited (together, "Fidelity")
posted an offer document to the shareholders of Colt containing the
terms of an all cash final offer through Lightning Investors
Limited ("Bidco") to acquire the issued and to be issued share
capital of Colt not currently owned by Fidelity at a price of 190
pence per Colt Share, as announced on 19 June 2015 (the "Offer
Document").
As announced by Colt on 11 August 2015, the resolutions which
were proposed in connection with the Offer were passed by
shareholders of Colt at the Extraordinary General Meeting held
yesterday.
The independent directors note the announcement made today by
Fidelity that, as of 1.00 p.m. (London time) on 11 August 2015,
Bidco had received valid acceptances in respect of 246,514,330 Colt
Shares, representing approximately 27.5 per cent. of the entire
issued share capital of Colt. This brings the total Fidelity and
Bidco holding of Colt Shares, when aggregated with the Colt Shares
in respect of which valid acceptances of the Offer have been
received, to 806,284,408 (representing approximately 89.9 per cent.
of the issued share capital and voting rights of Colt).
The independent directors of Colt note that the Offer has been
declared wholly unconditional, and, in accordance with the terms of
the Offer, Fidelity has announced that it will procure that Colt
will make 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 main market for listed
securities of the Colt Shares.
As explained in the circular sent to Shareholders on 16 July
2015:
(1) Shareholders who do not accept the Offer before Delisting
occurs will, amongst other things, find it harder to sell their
Colt Shares; and
(2) If Fidelity decides to dispose of its Colt Shares on or
after 31 December 2016 to a third party purchaser, Shareholders
should be aware that, if Delisting has occurred but they decide not
to accept the Offer, they will have no right to require Fidelity to
procure that any future offer (on the same or any other terms) is
also made by such third party purchaser for the Colt Shares they
continue to hold.
Additionally, Shareholders who do not accept the Offer before
Delisting occurs will have limited rights and protections under
Luxembourg law as minority shareholders in an unlisted company.
The Offer is now wholly unconditional and, subject to the terms
and conditions set out in the Offer Document, is open for
acceptances until 1.00 p.m. (London time) on 4 September 2015. The
independent directors, for the reasons set out above, recommend
that Shareholders who have not yet accepted the Offer should accept
the Offer.
A copy of this announcement will be made available on Colt's
website at
http://www.colt.net/investor-portal/fidelity-offer-2/.
Terms used in this announcement shall have the same meaning as
in the Offer Document.
Enquiries
Colt
Morten Singleton (VP Investor Relations) Tel: +44 (0) 20 7863 5314
morten.singleton@colt.net +44 (0) 7535 445 159
Barclays (financial adviser to the Colt independent
directors)
Derek Shakespeare Tel: +44 (0) 20 7623 2323
Will Peters
Rob Mayhew (Corporate Broking)
Barclays Bank PLC ("Barclays"), acting through its Investment
Bank, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for Colt and no-one
else in connection with the Offer and will not be responsible to
any other person other than Colt for providing the protections
afforded to clients of Barclays nor for providing advice in
relation to the Offer or any matters referred to in this
announcement.
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 on Takeovers and Mergers or by the
Commission de Surveillance du Secteur Financier (CSSF) in
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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