TIDMCAE
RNS Number : 5498V
Charteris PLC
13 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
13 December 2013
Recommended Cash Acquisition of
Charteris plc
by Sword Soft Limited
(a wholly owned subsidiary of Sword Group SE)
Posting of Offer Document
Further to the announcement on 15 November 2013 by Sword Soft
Limited (Sword Soft) of a recommended cash offer to acquire the
entire issued and to be issued share capital of Charteris plc,
Sword Soft is pleased to announce that the offer document (Offer
Document) which contains, amongst other things, the full terms of,
and conditions, to the Offer is being posted to Charteris
Shareholders today together with the Form of Acceptance.
The Charteris Directors unanimously recommend that Charteris
Shareholders accept the Offer. The Offer will initially remain open
for acceptance until 3.00 p.m. (London time) on 3 January 2014. To
accept the Offer in respect of Charteris Shares held in
certificated form, Charteris Shareholders must complete the Form of
Acceptance in accordance with the instructions printed on it and
set out in the Offer Document and return it together with their
share certificate(s) or other document(s) of title to Capita Asset
Services, receiving agent for the Offer, as soon as possible and,
in any event, so as to be received by Capita by no later than 3.00
p.m. (London time) on 3 January 2014.
To accept the Offer in respect of Charteris Shares held in
uncertificated form (that is, in CREST), Charteris Shareholders
must follow the procedure for electronic acceptance through CREST
in accordance with the instructions set out in the Offer Document
so that the TTE Instruction settles as soon as possible and, in any
event, by no later than 3.00 p.m. (London time) on 3 January 2014.
If Charteris Shareholders hold their Charteris Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear.
A copy of this announcement, the Offer Document and the Form of
Acceptance will be available for inspection free from charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Charteris' website (at
www.charteris.com) during the course of the Offer.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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