Sword Group : Recommended Cash Acquisition of Charteris Plc
6 January 2014
Recommended Cash Acquisition of
Sword Soft Limited
(a wholly owned subsidiary of Sword Group SE)
Offer unconditional in all respects
On 15 November 2013 the boards of Charteris Plc (Charteris) and Sword Soft
Limited (Sword) announced the terms of an offer to be made by Sword for the
entire issued and to be issued share capital of Charteris (Offer).Â The full
terms and conditions of the Offer and the procedures for acceptance were set out
in the offer document issued by Sword on 13 December 2013 (Offer Document).
The board of Sword is pleased to announce all of the conditions of the Offer
have now been satisfied or waived and, accordingly, that the Offer is
unconditional in all respects.
The Offer will remain open for acceptances until further notice.
As at 3 p.m. on 3 January 2014 Sword had received valid acceptances of the Offer
in respect of 48,537,343 Charteris Shares (representing approximately 96.58 per
cent. of the issued share capital of Charteris).Â None of these acceptances have
been received from persons acting in concert with Sword and each of these
acceptances will be counted towards the satisfaction of the acceptance condition
under the Offer.
Prior to making the Offer, Sword obtained irrevocable undertakings to accept, or
procure the acceptance of, the Offer from certain Charteris Shareholders in
respect of 36,924,899 Charteris Shares, representing in aggregate approximately
73.48 per cent. of the issued share capital of Charteris.Â In respect of the
Charteris Shares which are the subject of irrevocable undertakings, Sword had at
3 p.m. on 3 January 2014 received valid acceptances in respect of 36,924,899
Charteris Shares, representing approximately 73.48 per cent. of the issued share
capital of Charteris.
As Sword is now interested in more than 75 per cent. of the issued share capital
of Charteris, Sword intends to procure that Charteris applies to AIM for the
cancellation of trading in Charters shares on AIM.
Terms and expressions used in this announcement shall, unless the context
otherwise requires, have the same meanings as given to them in the Offer
Document, a copy of which is available at www.charteris.com.
The Offer, which remains subject to the other terms and conditions set out in
the Offer Document, will remain open for acceptances until further notice. At
least 14 days' notice will be given prior to the closing of the Offer to those
Charteris Shareholders who have not then accepted the Offer.
Charteris Shareholders who have not yet accepted the Offer are urged to do so by
the following deadlines:
Â·Â Â Â Â Â Â Â Â If you hold your Charteris Shares in certificated form (that is, not
in CREST), you should complete and return the Form of Acceptance, which
accompanied the Offer Document, to the Receiving Agent as soon as possible.
Â·Â Â Â Â Â Â Â Â If you hold Charteris Shares in uncertificated form (that is, in
CREST), your electronic acceptance should be made and settled, in accordance
with the instructions set out in the Offer Document, as soon as possible.
Settlement of the consideration to which any Charteris Shareholder is entitled
under the Offer will be effected, in the case of acceptances received complete
in all respects by the date of this announcement within 14 calendar days of the
date of this announcement.
The consideration due to the Charteris Shareholders who provide valid and
complete acceptances under the Offer after the date of this announcement will be
dispatched (or in the case of Charteris Shareholders uncertificated form,
credited through CREST) within 14 days of the date on which such acceptances are
received or, in the case of electronic acceptances, made.
Compulsory acquisition, cancellation of trading on AIM
As set out in the Offer Document, given that Sword has received sufficient
acceptances under the Offer such that Sword holds not less than 75 per cent. of
the voting rights of Charteris, Sword intends, subject to the requirements of
the AIM Rules, to procure that Charteris makes an application to the London
Stock Exchange for the cancellation of the admission to trading of Charteris
Shares on AIM on 20 business days' notice.
Cancellation of the admission of Charteris Shares to trading on AIM would
significantly reduce the liquidity and marketability of any Charteris Shares in
respect of which acceptances of the Offer are not submitted and accordingly it
is likely that the value of any such Charteris Shares would be significantly
As set out in the Offer Document, as Sword has received acceptances of the Offer
in respect of, or otherwise acquired, 90 per cent. or more of the voting rights
attached to the Charteris Shares to which the Offer relates, Sword intends to
exercise its rights pursuant to the provisions of sections 979 to 991
(inclusive) of the Companies Act 2006 to acquire compulsorily the remaining
Charteris Shares to which the Offer relates on the same terms as the Offer.
Procedure for acceptance of the Offer
To accept the Offer in respect of certificated Charteris Shares, the Form of
Acceptance must be completed, signed, witnessed and returned together with a
definitive share certificate(s) and/or other document(s) of title to Capita
Asset Services at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU as soon as possible. The procedure for acceptance of the Offer in
respect of certificated Charteris Shares is set out in Appendix 1 to the Offer
Document and in the accompanying Form of Acceptance.
To accept the Offer in respect of uncertificated Charteris Shares, acceptances
should be made electronically through CREST so that the TTE Instruction settles
as soon as possible. The procedure for acceptance of the Offer in respect of
uncertificated Charteris Shares is set out in Appendix 1 to the Offer Document.
A Charteris Shareholder who has any questions about the Offer, or who is in any
doubt as to how to complete the Form of Acceptance or make an Electronic
Acceptance should contact Capita Asset Services on 0871 664 0321 from within the
UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the
0871 664 0321 number cost 10 pence per minute (including VAT) plus your service
provider's network extras. Lines are open 9.00 a.m. to 5.30 p.m. (London time)
Monday to Friday. Calls to the helpline from outside the UK will be charged at
the applicable international rate. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for security
and training purposes. The helpline cannot provide advice on the merits of the
Offer nor give any financial, legal or tax advice.
Interest in Charteris Shares
As at 3 January 2014 (being the latest practicable date prior to the date of
this announcement), neither Sword, nor any person acting in concert with Sword,
is interested in, or has any rights to subscribe for any relevant securities of
Charteris, or has any short position (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative or any arrangement in relation to any relevant securities of
Charteris. For these purposes 'arrangement' includes any agreement to sell or
any delivery obligation or right to require another person to purchase or take
delivery of any relevant securities of Charteris and any borrowing or lending of
any relevant securities of Charteris which have not been on-lent or sold and any
outstanding irrevocable commitment or letter of intent with respect to any
relevant securities of Charteris.
Copies of the Offer Document and the Form of Acceptance are available (during
normal business hours) from Capita Asset Services at Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Jacques Mottard, Chairman +352 6211 88790
Phil Norgate +44(0) 7788 583088
Steve Vaughan, +44(0) 7917 406461
Beaumont Cornish Limited (Financial Adviser to Charteris)
Roland Cornish +44(0)20 7628 3396
Beaumont Cornish Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting exclusively for Charteris
and no one else in connection with the Offer and will not be responsible to
anyone other than Charteris for providing the protections afforded to clients of
Beaumont Cornish or for providing advice in connection with the Offer.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer has been made solely by means of the
Offer Document and the Form of Acceptance (in respect of certificated Charteris
Shares), which contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted.
The Offer and the accompanying Form of Acceptance has not been and will not be
made, directly or indirectly, in, into or by use of the mails of, or by any
means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national securities exchange of any jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction. Neither this announcement,
nor the Offer Document, nor the Form of Acceptance, nor any accompanying
document constitutes an offer in any such jurisdiction and the Offer is not and
will not be capable of acceptance by any such use, means, instrumentality or
facilities or otherwise from or within any such jurisdiction. Accordingly,
neither this announcement, nor the Offer Document, nor the Form of Acceptance,
nor any accompanying document are being, nor should be, mailed transmitted or
otherwise distributed, in whole or in part, in or into or from any such
jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. Any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about and observe any and all
applicable legal or regulatory requirements of their jurisdiction. Any failure
to comply with such requirements may constitute a violation of the securities
laws of any such jurisdiction. Charteris Shareholders who are in any doubt
regarding such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
All Charteris Shareholders (including, without limitation, nominees, trustees or
custodians) who intend to forward this announcement and (if appropriate) the
Offer Document or the Form of Acceptance or any other accompanying document to
any jurisdiction outside the United Kingdom should read Appendix 1 to the Offer
Document and seek appropriate advice before taking any action.
In accordance with Rule 30.4 of the Code, a copy of this announcement will be
published, subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on Charteris' website at www.charteris.com.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: SWORD Group via GlobeNewswire