TIDMCAE
RNS Number : 0492V
Charteris PLC
09 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
For immediate release
9 December 2013
Recommended Cash Acquisition of
Charteris plc
by Sword Soft Limited
(a wholly owned subsidiary of Sword Group SE)
Update on Irrevocable Undertakings and Letters of Intent
Further to the announcement on 15 November 2013 (2.7
Announcement) of a recommended cash acquisition of Charteris plc
(Charteris) by Sword Soft Limited (Sword Soft), Sword Soft is
pleased to announce that it has now received an irrevocable
undertakings to vote in favour of the Acquisition from those
shareholders named in Part A of the Appendix to this announcement
in relation to 7,353,379 Charteris Shares representing
approximately 14.64 per cent. of the issued ordinary share capital
of Charteris.
Together with the irrevocable undertakings referred to in the
2.7 Announcement (as listed in Part B of the Appendix to this
announcement), Sword Soft has received irrevocable undertakings in
respect of an aggregate of 36,924,899 Charteris Shares representing
approximately 73.48 per cent. of the issued ordinary share capital
of Charteris.
Details of the irrevocable undertakings received by Sword Soft
to date in relation to Charteris Shares are set out in the Appendix
to this announcement. Certain terms used in this announcement are
defined in the 2.7 Announcement.
Enquiries
Sword
Jacques Mottard, Chairman +352 6211 88790
Phil Norgate +44(0) 7788 583 088
Charteris
Steve Vaughan, Chairman +44(0) 7917 406 461
Beaumont Cornish Limited (Financial Adviser to Charteris)
Roland Cornish +44(0)20 7628 3396
Further Information
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law (Restricted Jurisdictions) and therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purpose
of complying with English law and the City Code on Takeovers and
Mergers (Code) and the 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 the
United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition 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
them in or into or from any Restricted Jurisdiction.
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Charteris and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Charteris for providing the protections afforded to clients of
Beaumont Cornish Limited or for providing advice in relation to the
Acquisition, or any matter referred to in this announcement.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the Offer Period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 p.m. (London time) on the business day following the date of
the relevant dealing. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a paper offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129.
Publication on website
A copy of this announcement and the irrevocable undertaking will
be available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Charteris' website at www.charteris.com by no later than noon
(London time) on the day following this announcement. For the
avoidance of doubt, the contents of this website are not
incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Richard Tall of TLT LLP at
richard.tall@tltsolicitors.com (020 3465 4200) or by submitting a
request in writing to Richard Tall at TLT LLP, 20 Gresham Street,
London EC2V 7JE. It is important that you note that unless you make
such a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Acquisition
should be in hard copy form.
APPENDIX
DETAILS OF IRREVOCABLE UNDERTAKINGS
FROM CHARTERIS SHAREHOLDERS
Part A
Irrevocable Undertakings the subject of this announcement
Sword Soft received on 5 December 2013 irrevocable undertakings
to accept the Offer as follows from the following holders or
controllers of Charteris Shares:
% of Charteris
Number of Charteris Shares in
Name Shares issue
David Pickering 3,359,566 6.69
John Millar 2,477,825 4.93
Mark Sewell 419,452 0.83
Julia Parsons 322,222 0.64
Jonathan Watson 305,555 0.61
Alan Woodward 229,783 0.46
Valerie Chouman 123,966 0.25
Trustees of the Mark Sewell
Accumulation & Maintenance
Trust 115,010 0.23
Total 7,353,379 14.64
These irrevocable undertakings include undertakings from the
holders or controllers in respect of their entire holdings of
Charteris Shares to accept or procure the acceptance of the
Offer.
These irrevocable undertakings will cease to be binding if:
(i) the Offer does not become or is not declared wholly
unconditional on or before the date being 185 days following the
date of the 2.7 Announcement;
(ii) the Offer lapses or is withdrawn; or
(iii) a person other than Sword Soft or any person acting in
concert with Sword Soft makes or announces (in accordance with Rule
2.7 of the Code) an offer (within the meaning of the Code) to
acquire issued and to be issued share capital of Charteris, other
than that already owned by the person making such offer (or persons
acting in concert with it), on terms which represent, in the
reasonable opinion of the relevant holder or controller of
Charteris Shares, an improvement of 15 per cent. on the value of
represented by the Offer.
Part B
Charteris Directors (as detailed in the 2.7 Announcement)
The Charteris Directors have given irrevocable undertakings to
accept the Offer as follows:
Number of % of Charteris
Charteris Shares in
Name Shares issue
Allan Barr 166,667 0.33
David Mann 7,864,431 15.65
Chris Rees 6,622,211 13.18
Total 14,653,309 29.16
Steve Vaughan does not hold any Charteris Shares.
Each of the above irrevocable undertakings has been entered into
by the relevant director only as a shareholder of Charteris and not
in their capacity as a director; nothing contained in the
undertakings requires any of the Charteris Directors to take or not
to take any decision or action in their capacity as a Charteris
Director.
These irrevocable undertakings include undertakings from the
Charteris Directors in respect of their entire holdings of
Charteris Shares to accept or procure the acceptance of the
Offer.
These irrevocable undertakings will cease to be binding if:
(i) the Offer Document is not published and the Form of
Acceptance is not posted within 28 days of the date of the
publication of the 2.7 Announcement or such later time as may be
agreed by the Panel with the consent of Charteris; and
(ii) the Offer does not become or is not declared wholly
unconditional on or before the date being 185 days following the
date of the 2.7 Announcement; or
(iii) the Offer lapses or is withdrawn.
Other Irrevocable Undertakings (as detailed in the 2.7
Announcement)
Sword Soft has received irrevocable undertakings to accept the
Offer as follows from the following holders or controllers of
Charteris Shares:
% of Charteris
Number of Charteris Shares
Name Shares in issue
Cliff Preddy 11,222,211 22.33
Richard Mann 1,848,000 3.68
Edward Mann 1,848,000 3.68
Total 14,918,211 29.69
These irrevocable undertakings include undertakings from the
holders or controllers in respect of their entire holdings of
Charteris Shares to accept or procure the acceptance of the
Offer.
These irrevocable undertakings will cease to be binding if:
(i) the Offer Document is not published and the Form of
Acceptance is not posted within 28 days of the date of the
publication of the 2.7 Announcement or such later time as may be
agreed by the Panel with the consent of Charteris; and
(ii) the Offer does not become or is not declared wholly
unconditional on or before the date being 185 days following the
date of the 2.7 Announcement;
(iii) the Offer lapses or is withdrawn; or
(iv) a person other than Sword Soft or any person acting in
concert with Sword Soft makes or announces (in accordance with Rule
2.7 of the Code) an offer (within the meaning of the Code) to
acquire issued and to be issued share capital of Charteris, other
than that already owned by the person making such offer (or persons
acting in concert with it), on terms which represent, in the
reasonable opinion of the relevant holder or controller of
Charteris Shares, an improvement of 15 per cent. on the value of
represented by the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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