TIDMWTM
RNS Number : 2010H
CTI Engineering Co., Ltd
06 June 2017
6 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
RECOMMED MANDATORY CASH OFFER
by
CTI ENGINEERING CO. LIMITED
for the entire issued and to be issued ordinary share capital
of
WATERMAN GROUP PLC
not already acquired or agreed to be acquired by CTI
Mandatory Offer unconditional in all respects
Summary
CTI Engineering Co. Limited ("CTI") announces that in light of
the valid acceptances and other interests in Waterman Shares
referred to below, the Condition has been satisfied and its
Mandatory Offer has become unconditional in all respects.
Introduction
On 9 May 2017 the boards of directors of CTI and Waterman Group
plc ("Waterman") announced that they had reached agreement on the
terms of a recommended cash offer to be made by CTI to acquire the
entire issued and to be issued share capital of Waterman not
already agreed to be acquired by CTI by way of a contractual offer
under the Takeover Code and within the meaning of Part 28 of the
Companies Act 2006 at a price of 140p per Waterman Share ("Offer
Announcement").
The Offer Announcement referred to CTI having agreed to
purchase, in aggregate, 8,131,419 Waterman Shares at the Offer
Price representing approximately 26.44 per cent. of the share
capital of Waterman in issue on 8 May 2017 (being the Business Day
prior to the date of the Offer Announcement), conditional only on
release of the Offer Announcement. Accordingly, immediately
following its release on 9 May 2017, CTI became beneficially
interested in 8,131,419 Waterman Shares.
Subsequent to the release of the Offer Announcement, CTI made
market purchases of a further 1,096,238 Waterman Shares, such that
CTI became interested in 9,227,657 Waterman Shares representing
30.00 per cent. of the voting rights normally exercisable at
general meetings of Waterman. As a consequence, in accordance with
Rule 9 of the Takeover Code, on 10 May 2017 CTI made a mandatory
cash offer to acquire all of the issued and to be issued share
capital of Waterman not already owned by CTI ("Mandatory
Offer").
On 18 May 2017, CTI posted its Offer Document to Waterman
Shareholders.
Level of acceptances and interest in Waterman Shares
As at the close of business on 5 June 2017 (being the last
practicable date prior to the publication of this announcement),
CTI had received valid acceptances of the Mandatory Offer in
respect of 7,381,935 Waterman Shares, representing approximately
24.00 per cent. of the current issued share capital of Waterman,
which CTI may count towards the satisfaction of the Condition to
the Mandatory Offer.
In addition, as at 5 June 2017 (being the last practicable date
prior to the publication of this announcement), CTI had acquired
9,526,439 Waterman Shares, representing 30.97 per cent. of the
current issued share capital of Waterman.
Accordingly, as at 5 June 2017 (being the last practicable date
prior to the publication of this announcement), CTI either owned or
had received valid acceptances of the Mandatory Offer in respect of
a total of 16,908,374 Waterman Shares, representing approximately
54.97 per cent. of the current issued share capital of Waterman,
all of which may count towards the satisfaction of the Condition
under Rule 31.6(c) of the Takeover Code.
The percentages of Waterman Shares referred to in this
announcement are based upon a figure of 30,758,824 Waterman Shares
in issue on 5 June 2017.
Waterman Shareholders who have not yet accepted the Mandatory
Offer and who wish to do so are urged to do so as soon as
possible.
Whilst the Offer Document states that the First Closing Date is
1.00 pm (London time) on 8 June 2017, the Mandatory Offer will now
remain open for acceptances until at least 1.00 p.m. on 22 June
2017. A further announcement regarding a closing date will be made
in due course.
Disclosure of interests
As at the close of business on 5 June 2017 (being the last
practicable date prior to the publication of this announcement),
except as set out above and in the Offer Announcement, neither CTI
nor any of the CTI Directors nor, so far as the CTI Directors are
aware, any person acting, or deemed to be acting, in concert with
CTI:
- had an interest in, or right to subscribe for, relevant securities of Waterman;
- had any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Waterman;
- had procured an irrevocable commitment or letter of intent to
accept the Offer in respect of relevant securities of Waterman;
or
- had borrowed or lent any Waterman Shares.
Furthermore, except as set out above and in the Offer
Announcement, no arrangement exists with CTI or any person acting
in concert with CTI in relation to Waterman Shares. For these
purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Waterman Shares which may
be an inducement to deal or refrain from dealing in such
securities.
Condition satisfied and Mandatory Offer wholly unconditional
CTI announces that in light of the valid acceptances and other
interests in Waterman Shares referred to above, the Condition has
been satisfied and the Mandatory Offer has become unconditional in
all respects.
Settlement of the Mandatory Offer
Full details for the settlement of the consideration which a
Waterman Shareholder, who has submitted a valid acceptance of the
Mandatory Offer, will receive are set out on pages 27 and 28 of the
Offer Document.
Accepting the Mandatory Offer
Waterman Shareholders who have not yet accepted the Mandatory
Offer and who wish to do so should take action to accept the
Mandatory Offer as soon as possible in accordance with the
following procedures:
To accept the Mandatory Offer in respect of Waterman Shares held
in Certificated Form (that is, not in CREST), Waterman 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 Mandatory Offer in respect of Waterman Shares held
in Uncertificated Form (that is, in CREST), Waterman Shareholders
should follow the procedure 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 Mandatory Offer
are set out on pages 23 to 27 of the Offer Document and, in respect
of Waterman Shares held in Certificated Form (that is, not in
CREST), in the Form of Acceptance.
Cancellation of admission to trading on LSE and compulsory
acquisition
If CTI receives valid acceptances in respect of Waterman Shares
which, together with the Waterman Shares owned, or agreed to be
acquired, before or during the Offer by CTI, represent not less
than 75.00 per cent. of the voting rights attaching to the Waterman
Shares, CTI intends to procure that Waterman will make an
application for cancellation, respectively, of the trading in
Waterman Shares on the London Stock Exchange's Main Market for
listed securities and of the listing of Waterman Shares on the
premium listing segment of the Official List.
If such an application is made, it is expected that a notice
period of not less than 20 Business Days before cancellation will
commence on the date on which the Offer becomes or is declared
unconditional in all respects, provided CTI has attained 75.00 per
cent. or more of the voting rights as described above.
Delisting would significantly reduce the liquidity and
marketability of any Waterman Shares not assented to the Offer.
If CTI receives acceptances of the Offer in respect of, and/or
otherwise acquires not less than 90.00 per cent. of the Waterman
Shares to which the Offer relates by nominal value and voting
rights attaching to such shares, CTI intends to exercise its rights
pursuant to sections 974 to 991 of the Companies Act 2006 to
acquire compulsorily, on the same terms as the Offer, the remaining
Waterman Shares in respect of which the Offer has not at such time
been accepted.
Notwithstanding the above, in accordance with Rule 9(3) of the
Takeover Code the acceptance condition is set at CTI acquiring more
than 50.00 per cent. of the voting rights normally exercisable at
general meetings of Waterman. The Waterman Directors note,
therefore, that there is a risk that the Offer could become or be
declared unconditional at a time when less than 75.00 per cent. of
the voting rights attaching to the Waterman Shares have been
acquired by CTI, being the required level for CTI to procure that
Waterman makes an application for cancellation of the trading in
Waterman Shares on the London Stock Exchange's Main Market for
listed securities and of the listing of Waterman Shares on the
premium listing segment of the Official List. In such a situation,
where the Offer becomes or is declared unconditional and less than
75.00 per cent. of the voting rights attaching to the Waterman
Shares have been acquired by CTI, Waterman could, for a period of
time, remain a listed company.
Accordingly, CTI has confirmed that in such a situation, in
accordance with Listing Rule 9.2.2 of the Listing Rules of the
Financial Conduct Authority, it would promptly enter into a
customary agreement to ensure that Waterman will be able, at all
times, to carry out its business independently of its controlling
shareholder and that all transactions and relationships between
Waterman and its controlling shareholder are conducted at arm's
length and on a normal commercial basis. Further, in such a
situation, prior to effecting a delisting, CTI has confirmed that
it would ensure that the Waterman Board comprises at least two
independent non-executive directors at all times in accordance with
provision B.1.2 of the UK Corporate Governance Code, as applicable
to smaller companies (being companies that are below the FTSE 350
throughout the year immediately prior to their reporting year). CTI
has also confirmed that, in such a situation, Waterman's three
existing non-executive directors would remain in office for a
period of time to be agreed.
General
Unless otherwise defined in this announcement, terms defined in
the Offer Announcement have the same meaning in this
announcement.
This announcement should be read by Waterman Shareholders in
conjunction with the Offer Document.
The full terms of and conditions to the Offer are set out in the
Offer Document and the Form of Acceptance. In deciding whether or
not to accept the Offer, Waterman Shareholders should rely solely
on the information contained in, and follow the procedures set out
in the Offer Document and Form of Acceptance.
Enquiries:
WH Ireland Limited
(Financial adviser to CTI)
James Joyce / Nick Prowting 020 7220 1666
Gideon Franklin Limited
(Financial adviser to CTI)
Gideon Franklin 020 8699 3202
Waterman Group plc
Nick Taylor, Chief Executive
Officer
Alex Steele, Chief Financial
Officer 020 7928 7888
Nplus1 Singer Advisory LLP
(Financial adviser and corporate
broker to Waterman)
Sandy Fraser / Lauren Kettle 020 7496 3000
Further information
WH Ireland Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to CTI and no-one else in
connection with the Offer and other matters described in this
announcement, and will not be responsible to anyone other than CTI
for providing the protections afforded to clients of WH Ireland
Limited or for providing advice in relation to the Offer, the
contents of this announcement or any other matter referred to in
this announcement. WH Ireland Limited has given, and not withdrawn,
its consent to the inclusion in the announcement of the references
to its name in the form and context in which it appears.
Gideon Franklin Limited is acting exclusively as financial
adviser for CTI and no-one else in connection with the Offer and
other matters described in this announcement, and will not be
responsible to anyone other than CTI for providing advice in
relation to the Offer, the contents of this announcement or any
other matter referred to in this announcement. Gideon Franklin
Limited has given, and not withdrawn, its consent to the inclusion
in the announcement of the references to its name in the form and
context in which it appears.
Nplus1 Singer Advisory LLP, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Waterman and no-one else in
connection with the Offer and other matters described in this
announcement, and will not be responsible to anyone other than
Waterman for providing the protections afforded to clients of
Nplus1 Singer Advisory LLP or for providing advice in relation to
the Offer, the contents of this announcement or any other matter
referred to herein. Nplus1 Singer Advisory LLP has given, and not
withdrawn, its consent to the inclusion in the announcement of the
references to its name and the advice it has given to Waterman in
the form and context in which they appear.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO
SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS MADE SOLELY BY MEANS
OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS
OF THE OFFER, AND IN THE CASE OF WATERMAN SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY DECISION OR
ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE
BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH
FORM OF ACCEPTANCE (IF APPLICABLE). WATERMAN SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF
APPLICABLE) CAREFULLY.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by CTI and Waterman may
contain certain statements that are or may be deemed to be forward
looking with respect to the financial condition, results of
operation(s) and business of CTI and/or Waterman and certain plans
and objectives of the Waterman Directors and the CTI Directors with
respect thereto. These forward looking statements can be identified
by the fact that they are prospective in nature and do not relate
to historical or current facts. Forward looking statements often,
but not always, use words such as "anticipate", "target", "expect",
"estimate", "budget", "scheduled", "forecasts", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words of a similar meaning. These estimates are based on
assumptions and assessments made by the Waterman Directors and/or
the CTI Directors in light of their experience and their perception
of historical trends, current conditions, expected future
developments and other factors they believe appropriate.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this announcement since such date. By their
nature, forward looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward looking statements in this announcement could cause
actual results or developments to differ materially from those
expressed or implied by such forward looking statements. Although
Waterman and CTI believe that the expectations reflected in such
forward looking statements are reasonable, neither CTI nor
Waterman, nor any of their respective associates or directors,
officers or advisers, or any person acting on the behalf of CTI or
Waterman provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward
looking statements in this announcement will actually occur. Other
than in accordance with their legal or regulatory obligations
(including under the Listing Rules and the Disclosure Guidance and
Transparency Rules of the FCA), none of CTI, Waterman, any member
of the CTI Group, any member of the Waterman Group, nor any CTI
Director or Waterman Director, nor any of their respective
advisers, associates, directors or officers is under any
obligation, and such persons expressly disclaim any intention or
obligation, to update or revise any forward looking statements,
whether as a result of new information, future events or otherwise.
No undue reliance should therefore be placed on these forward
looking statements which speak only as at the date of this
announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree 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) of the Takeover Code
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 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 Takeover Code, any person who is, or
becomes, interested in one 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), except to the extent that these
details have previously been disclosed under Rule 8 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code 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
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Code.
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 of
the Takeover Code).
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.
You should contact the Panel's Market Surveillance Unit on +44 (0)
20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this announcement and availability of hard
copies
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Waterman's website at www.Watermangroup.com and
on CTI's English language website at www.ctie.co.jp/english/ by no
later than 12 noon on 7 June 2017 until the end of the Offer
Period.
Neither the content of CTI's nor Waterman's websites nor the
content of any websites accessible from hyperlinks on such website
(or any other websites) are incorporated into, or form part of,
this announcement nor, unless previously published by means of a
Regulatory Information Service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this announcement.
In addition, a hard copy of this announcement and any
information incorporated by reference in this announcement may be
requested free of charge by contacting the Registrars on +44 (0)371
664 0321 or by writing to them at Capita Asset Services, Corporate
Actions, The Registry, 34 Beckenham Road, Kent BR3 4TU.
Waterman Shareholders may also request that all future
documents, announcements and information to be sent to them in
relation to the Offer should be in hard copy form.
The Offer is subject to the provisions of the Takeover Code.
Waterman Shareholders outside the United Kingdom
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Accordingly, copies of this announcement, the Offer Document, the
Form of Acceptance and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into any Restricted Jurisdiction and
persons in such Restricted Jurisdictions receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
The receipt of cash pursuant to the Offer by Waterman
Shareholders may be a taxable transaction under applicable
national, state or local, as well as foreign and other, tax laws.
Each Waterman Shareholder is urged to consult its independent
professional adviser regarding the tax consequences of accepting
the Offer.
This announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange and the
Takeover 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
England and Wales.
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of the United States, Canada, Australia, Japan,
the Republic of South Africa or any other Restricted Jurisdiction
and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, copies of this announcement and any
other related document will not be, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not distribute or send them in, into or from such jurisdictions as
doing so may violate the laws of such jurisdictions and may make
invalid any purported acceptance of the Offer by persons in any
such Restricted Jurisdiction.
Waterman employees in Australia
The Offer has not been approved or disapproved by the Australian
Securities and Investments Commission or the Australian Securities
Exchange nor has the Australian Securities and Investments
Commission or the Australian Securities Exchange passed upon the
accuracy or adequacy of the Offer or this announcement. The Offer
is not regulated by Chapter 6 of the Corporations Act 2001
(Commonwealth of Australia).
Status of Announcement
This announcement does not constitute a prospectus or prospectus
equivalent document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFDELFBDQFEBBZ
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