TIDMCIP
RNS Number : 4873I
Corporation Financiere EuropeenneSA
19 April 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
19 April 2022
MANDATORY CASH OFFER BY CORPORATION FINANCIÈRE EUROPÉENNE S.A.
("CFE")
FOR
CIP MERCHANT CAPITAL LIMITED ("CIP")
ACCEPTANCE LEVEL UPDATE
1. Background
On 14 January 2022, CFE unconditionally agreed to acquire
1,091,000 CIP Shares at a price of 55 pence per CIP Share from a
single shareholder (the "Acquisition").
As a result of the Acquisition, under Rule 9 of the Takeover
Code, CFE made a mandatory cash offer (the "Original Offer") for
the CIP Shares not already held by CFE (or any persons acting in
concert with it), at a price of 55 pence per CIP Share (such price
being no less than the highest price paid by CFE (or any persons
acting in concert with it) for any CIP Share during the 12 months
prior to the date of the Rule 2.7 Announcement).
The full terms of, and condition to, the Original Offer and the
procedures for acceptance were set out in the offer document dated
31 January 2022 (the "Original Offer Document").
On 16 March 2022, CFE announced the terms of an increased and
final cash offer for the CIP Shares not already held by CFE (the
"Increased Offer") (or any persons acting in concert with it), at a
price of 60 pence per CIP Share.
An offer document containing details of the terms and condition
of the Increased Offer (the "Increased Offer Document"), together
with updated Forms of Acceptance (the "Forms of Acceptance"), was
published and posted to CIP Shareholders on 18 March 2022.
On 1 April 2022, CFE released an announcement entitled Final
Offer Update. In this announcement, CFE declared that the Offer had
become unconditional in all respects.
CFE would like to remind CIP Shareholders that the Offer Period
has now ended and confirm that there will be no further extension
of the Offer Period.
2. Condition to the Offer
The Increased Offer was conditional upon valid acceptances being
received by CFE in respect of such number of CIP Shares which,
together with CIP Shares acquired, or agreed to be acquired, by CFE
(whether pursuant to the Offer or otherwise) would result in CFE
holding more than 50 per cent. of CIP's voting rights.
The Increased Offer was subject to the Acceptance Condition and
the further terms set out in Part II of the Original Offer
Document.
3. Level of acceptances
In accordance with Rule 17 of the Code, CFE announces that, as
at 1.00 p.m. on 14 April 2022, valid acceptances of the Increased
Offer had been received in respect of 20,511,089 CIP Shares,
representing 74.61 per cent. of the CIP Shares to which the
Increased Offer relates, which CFE may count towards the
satisfaction of the Acceptance Condition.
So far as CFE is aware, none of these acceptances had been
received from persons acting in concert with CFE.
In addition, CFE holds 27,509,589 CIP Shares. In aggregate CFE
owns or has received valid acceptances in respect of a total of
48,020,678 CIP Shares, representing 87.31 per cent. of the issued
share capital of CIP, which CFE may count towards the satisfaction
of the Acceptance Condition.
As per CFE's announcement on 1 April 2022, entitled Final Offer
Update, the Offer has become unconditional in all respects.
Interests in relevant securities
As at close of business on 14 April 2022, being the latest
practicable date prior to publication of this announcement, CFE
holds 27,509,589 CIP Shares which represent approximately 50.02 per
cent. of CIP's issued ordinary share capital.
Save as disclosed above, as at 14 April 2022, neither CFE, nor
any of the Directors of CFE nor any of such directors' related
parties, nor any person acting in concert with CFE held any
interest in, or right to subscribe for, or any short position in,
including any short position under a derivative in relation to, is
party to, any agreement to sell or has any delivery obligation or
right to require another person to purchase or take delivery of,
any relevant securities of CIP, nor, save for any borrowed shares
which have either been on-lent or sold, had borrowed or lent any
relevant securities of CIP (including for these purposes any
financial collateral arrangements of the kind referred to in Note 4
on Rule 4.6 of the City Code), nor has any such person dealt in
relevant securities of CIP during the disclosure period.
4. Settlement of consideration
The consideration to which any CIP Shareholder is entitled under
the Increased Offer will be settled (i) in the case of valid
acceptances received by 1.00 p.m. (London time) on 1 April 2022, on
or before 15 April 2022; and (ii) in the case of valid acceptances
received after 1.00 p.m. (London time) on 1 April 2022, but while
the Increased Offer remains open for acceptance, within 14 days of
such receipt, in each case in the manner described in the Offer
Document.
5. General
This announcement should be read in conjunction with the full
text of the Offer Document and the Increased Offer Document.
Unless expressly defined in this announcement, terms defined in
the Increased Offer Document have the same meaning when used in
this announcement. All references to time in this announcement are
to London time.
Enquiries
Corporation Financière Européenne
S.A. +352 22 13 23
Mario Cordoni
Marco Paternò Castello
Investec Bank plc (Financial Adviser and +44 (0) 20 7597
Broker to CFE) 5970
Bruce Garrow
David Anderson
Virginia Bull
Shalin Bhamra
Carlo Spingardi
Important Notices
This announcement is not intended to and does not constitute an
offer to sell, or form part of, or constitute the solicitation of
an offer to purchase any securities. The full terms and condition
of the Increased Offer are set out in the Increased Offer Document
and the accompanying Form of Acceptance. In deciding whether or not
to accept the Increased Offer, CIP Shareholders must rely solely on
the terms and condition of the Increased Offer and the information
contained, and the procedures described, in the Increased Offer
Document and the accompanying Form of Acceptance.
Investec Bank plc ("Investec"), which is authorised by the PRA
and regulated in the United Kingdom by the FCA and the PRA, is
acting exclusively as financial adviser for CFE and no one else in
relation to the Increased Offer and/or other matters set out in
this announcement and will not be responsible to anyone other than
CFE for providing the protections afforded to the clients of
Investec, or for providing advice in relation to the Increased
Offer, the contents of this announcement or any other matter
referred to herein. Neither Investec nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Investec in connection with the Increased Offer,
this announcement, any statement contained herein or otherwise.
Unless otherwise determined by CFE, the Increased Offer Document
will not be delivered directly or indirectly in or into the
Restricted Jurisdictions. CFE will make the Increased Offer to
Restricted Overseas Persons by way of a notice in La Gazette
Officielle. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements. Custodians, nominees and trustees should observe
these restrictions and should not send or distribute this
announcement in or into the Restricted Jurisdictions.
The directors of CFE accept responsibility for the information
(including any expressions of opinion) contained in this
announcement. To the best of the knowledge and belief of the
directors of CFE (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of that
information.
Disclosure requirements of the Takeover Code on Takeovers and
Mergers
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 CIP
company or of any securities exchange 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
securities exchange 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 securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
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 securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
offeror(s), 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 3.30pm
(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
securities exchange 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 Takeover 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 all other documents,
announcements or information published in relation to the Increased
Offer, subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, will be made available, free of
charge, at https://cfe-finance.com/public-documents/ by no later
than 12 noon (London time) on 19 April 2022. For the avoidance of
doubt, the contents of this website are not incorporated into and
do not form part of this announcement.
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END
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