TIDMISG
RNS Number : 8167S
Cathexis UK Holdings Limited
21 March 2016
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 OR
REGULATIONS OF THAT JURISDICTION
RECOMMENDED CASH OFFER FOR ISG PLC
at
171 PENCE PER ISG SHARE
by
CATHEXIS UK HOLDINGS LIMITED
Launch of compulsory acquisition procedure
1. Compulsory acquisition of ISG Shares
On 17 February 2016, Cathexis announced that its offer for the
entire issued and to be issued share capital of ISG plc ("ISG") not
already held by Cathexis Holdings and its wholly owned subsidiaries
(the "Offer") had become unconditional in all respects.
As at 17 March 2016, Cathexis and its concert parties either
owned or Cathexis had received valid acceptances of the Offer in
respect of a total of 46,392,417 ISG Shares, representing 93.75 per
cent. of the issued share capital of ISG.
Cathexis and its concert parties have therefore now acquired or
unconditionally contracted to acquire not less than 90 per cent. of
the ISG Shares by nominal value and the voting rights attaching to
such shares to which the Offer relates.
Further to its intention to implement the compulsory acquisition
procedure under Chapter 3 of Part 28 of the Companies Act 2006 (the
"Act"), as set out in the Mandatory Offer Document, Cathexis
announces the despatch today of formal compulsory acquisition
notices under Sections 979 and 980 of the Act (the "Compulsory
Acquisition Notices") to ISG Shareholders who have not yet validly
accepted the Offer. These notices set out Cathexis' intention to
apply the provisions of Section 979 of the Act to acquire
compulsorily any remaining ISG Shares in respect of which the Offer
has not been accepted on the same terms as the Offer.
Unless any of the ISG Shareholders who have not to date validly
accepted the Offer and who do not accept the Offer before Cathexis
decides to close the Offer (of which not less than 14 days' notice
will be provided) apply to the court and the court orders
otherwise, on the expiry of six weeks from the date of the
Compulsory Acquisition Notices, being 2 May 2016, the ISG Shares
held by those ISG Shareholders who have not accepted the Offer will
be acquired compulsorily by Cathexis on the same terms as the
Offer. The consideration to which those ISG Shareholders will be
entitled will be held by ISG as trustee on behalf of those ISG
Shareholders who have not accepted the Offer and they will be
requested to claim their consideration by writing to Computershare,
Corporate Actions Projects, Bristol, BS99 6AH.
2. Action to be taken:
ISG Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible in accordance with the following
procedures:
-- To accept the Offer in respect of ISG Shares held in
Certificated Form (that is, not in CREST), ISG Shareholders should
complete, sign and return the Form of Acceptance (together with
share certificate(s) and/or other document(s) of title) so as to be
received by the Receiving Agent as soon as possible.
-- To accept the Offer in respect of ISG Shares held in
unCertificated Form (that is, in CREST), ISG Shareholders should
follow the procedure for Electronic Acceptance through CREST so
that the TTE Instruction settles as soon as possible. If you are a
CREST Sponsored member, you should refer to your CREST Sponsor as
only your CREST Sponsor will be able to send the necessary TTE
Instruction to Euroclear.
Full details of the procedure for accepting the Offer are set
out on page 9 of the Mandatory Offer Document and, in respect of
ISG Shares held in Certificated Form (that is, not in CREST), in
the Form of Acceptance.
ISG Shareholders who submit valid acceptances of the Offer will
be sent consideration for their ISG Shares within 14 days of
receipt of such acceptance by the Receiving Agent. ISG Shareholders
who do not accept the Offer will have their ISG Shares compulsorily
acquired, but will have to wait for the Compulsory Acquisition
Procedure to conclude before receiving their consideration.
Capitalised terms used herein but not defined have the same
meanings as set out in the Mandatory Offer Document as published on
3 February 2016 and the Offer Document as published on 19 December
2015.
Enquiries:
Altium (Financial adviser to Cathexis) Tel: +44 (0) 207 484
4040
Stephen Georgiadis / Tim Richardson
IMPORTANT NOTES
Disclaimer
Altium Capital Limited ("Altium"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser exclusively for Cathexis and no-one
else in connection with the matters referred to in this
announcement and will not regard any other person as its client in
relation to such matters and will not be responsible to anyone
other than Cathexis for providing the protections afforded to
clients of Altium, nor for providing advice in relation to any
matter referred to in this announcement.
Responsibility statement
The Cathexis Directors accept responsibility for the information
contained in this announcement relating to Cathexis, save that the
only responsibility accepted by the Cathexis Directors in respect
of the information in this announcement relating to the ISG Group,
which has been compiled from published sources, is to ensure that
such information has been correctly and fairly reproduced and
presented. To the best of the knowledge and belief of the Cathexis
Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. In particular, copies
of this announcement and any formal documentation relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Unless otherwise permitted by
applicable law and regulation, the Offer may not be made, directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
This announcement has been prepared for the purpose of complying
with English law, the City Code and the AIM Rules, and 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 of England and Wales.
Publication on website
A copy of this announcement will, subject to certain
restrictions relating to persons resident in Restricted
Jurisdiction, be made available on Cathexis' website at
www.cathexisinfo.com by no later than 12 noon (London time) on 22
March 2016. The contents of the website referred to in this
announcement are not incorporated into, and do not form part of,
this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPAKDDDFBKDBNB
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