ABL Ablon

TIDMABL

RNS Number : 9015F

CPI Group A.S

30 May 2013

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

30 May 2013

Unconditional Mandatory Recommended Cash Offer

by

CPI Group, a.s.

to acquire the entire issued share capital of

Ablon Group Limited

Offer update - Offer to Close and Compulsory Acquisition

On 22 February 2013, CPI Group, a.s. ("CPI" or the "Offeror") acquired 39,237,704 ordinary shares in Ablon Group Limited ("Ablon" or the "Company") at a price of 22.5 pence per share taking its aggregate holding from approximately 22.23 per cent. to approximately 50.89 per cent. of the issued share capital of the Company and, as a result, CPI made a mandatory cash offer (the "Offer") for the remaining shares in the Company in accordance with Rule 9 of the Code.

The full terms of the Offer and the procedures for acceptance were set out in the offer document issued by CPI on 13 March 2013 (the "Offer Document").

The directors of the Company deemed to be independent for the purposes of the Offer, Michael Alexander Borrelli and Adrienn Lovro (the "Independent Directors"), published a response to the Offer on 25 March 2013 (the "Response Document"). CPI welcomed the Independent Directors' recommendation that Ablon shareholders should accept the Offer.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Level of Acceptances

CPI is now pleased to announce that, as at 1.00 p.m. (London time) on 29 May 2013, it had received valid acceptances of the Offer in respect of a total of 66,973,321 Ablon ordinary shares, representing approximately 48.91 per cent. of the existing issued share capital of Ablon.

Accordingly, as at 1.00 p.m. (London time) on 29 May 2013, in aggregate CPI owned or had received valid acceptances in respect of 136,654,963 Ablon ordinary shares, representing approximately 99.79 per cent. of the existing issued share capital of Ablon.

CPI has not received any irrevocable undertakings or letters of intent in connection with the Offer and, so far as CPI is aware, none of the acceptances described above have been received from persons acting in concert with CPI. The Independent Directors have both accepted the Offer in respect of the 4,451,383 Ablon shares held by them.

As at 29 May 2013 (being the latest practicable date prior to the publication of this announcement), neither CPI, nor any person acting in concert with CPI, is interested in, has any rights to subscribe for any relevant securities of Ablon nor does any such person have 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 Ablon. 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 Ablon and any borrowing or lending of any relevant securities of Ablon which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Ablon.

The percentages of Ablon ordinary shares referred to in this announcement are based upon a figure of 136,938,116 Ablon ordinary shares (excluding treasury shares) in issue as at the date of this announcement.

Compulsory Acquisition

As CPI now owns or is in receipt of valid acceptances in respect of 136,654,963 Ablon ordinary shares, representing approximately 99.79 per cent. of the existing issued share capital of Ablon, CPI intends to exercise its rights in accordance with Section 337 of the Companies (Guernsey) Law 2008, as amended, to acquire compulsorily all of the outstanding Ablon ordinary shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances.

Offer to Close

Notice is now given to Ablon shareholders that the Offer will close at 1.00 p.m. on 14 June 2013 and, accordingly, there will be no further extensions to the Offer.

Ablon shareholders that have not yet accepted the Offer

Ablon shareholders who have not yet accepted the Offer are urged to do so immediately. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and, in the case of Ablon ordinary shares held in certificated form (that is, not in CREST), the Form of Acceptance.

Settlement of Consideration

Settlement of the consideration in respect of further acceptances which are valid and complete in all respects and received after the date of this announcement will be despatched as soon as practicable and in any event within 14 days of receipt of such acceptances.

Bank transfers will be made available to any certificated holders of Ablon ordinary shares in response to specific requests. They will receive the consideration within the same timeframe as they would do if they were receiving their consideration by cheque and therefore will not be advantaged as a result (except for a potential reduction in banking costs).

Delisting

As envisaged in the Offer Document and subsequently announced by Ablon on 23 April 2013, the board of directors of Ablon unanimously voted in favour of the cancellation of trading in the Ablon ordinary shares on the Main Market of the London Stock Exchange plc (the "Cancellation"). By way of the 23 April 2013 announcement, Ablon shareholders were given the required notice under the Listing Rules of at least 20 business days' notice of the intended Cancellation. It is therefore expected that the last day of dealing in the ordinary shares of Ablon on the Main Market will be 30 May 2013. Cancellation is expected to take effect at 8.00 a.m. on 31 May 2013.

The Offer Document has been sent to Ablon shareholders in hard copy and is available for inspection free from charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CPI's website (at www.cpi-group.cz) during the course of the Offer.

Further announcements will be made as appropriate.

If you are in any doubt about this Offer or as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. If you are outside the UK, you should immediately consult an appropriately authorised independent financial adviser.

Enquiries:

CPI

Martin N meček +420 281 082 110

Grant Thornton (Financial adviser to the Offeror)

   Philip Secrett / Salmaan Khawaja / Jen Clarke                              +44 (0)207 383 5100 

Further information

This announcement is not intended to and does not constitute or form part of any offer to sell or to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Offeror in relation to the Offer and no-one else and will not be responsible to anyone other than the Offeror for providing the protections offered to clients of Grant Thornton UK LLP or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to herein. Grant Thornton UK LLP does not accept any responsibility whatsoever to any person other than the Offeror for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. Grant Thornton UK LLP accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The laws of relevant jurisdictions may affect the availability of the Offer to persons who are not citizens, residents or nationals of the United Kingdom. Persons who are not resident in the United Kingdom, or who are citizens, residents or nationals of a jurisdiction outside of the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. Any failure to comply with the laws and regulatory requirements of the relevant jurisdiction may constitute a violation of the securities laws of such jurisdiction.

Unless otherwise determined by the Offeror or required by the Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet or otherwise) of interests or foreign commerce of, or by any facilities of a national, state or other securities exchange of, any Restricted Jurisdiction, and the Offer may not be accepted by any other such use, means, instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, unless otherwise determined by the Offeror or required by the Code and permitted by applicable law and regulation, copies of this announcement, the Offer Document, the Form of Acceptance and any other documents related to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. All persons receiving this

announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction.

The release, publication or distribution of this announcement, the Offer Document and the Form of Acceptance in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

The Offer is for the securities of a corporation organised under the laws of Guernsey and is subject to the procedure and disclosure requirements of Guernsey and England. This announcement has been prepared in accordance with English law, Guernsey law and the Code and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of any jurisdiction outside England and Guernsey.

Dealing disclosure requirements of the Code

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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the 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 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. 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.

Information relating to Ablon shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Ablon shareholders, persons with information rights and other relevant persons for the receipt of communications from the Company may be provided to the Offerorduring the offer period as required under Section 4 of Appendix 4 of the Code.

Publication on websites

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, on the Offeror's website www.cpi-group.cz by no later than 12 noon on 31 May 2013. Neither the contents of the Offeror's website, nor the content of any other website accessible from hyperlinks on the Offeror'swebsite, is incorporated into or forms part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in it) by contacting Neville Registrars Limited during normal business hours on 0121 585 1131 from within the UK or +44 121 585 131 if calling from outside the UK or by submitting a request in writing to the Receiving Agent at Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, B63 3DA. It is important that you note that unless you make such a request and save as otherwise required by the Code, a hard copy of this announcement and any information incorporated by reference in it will not be sent to you.

This information is provided by RNS

The company news service from the London Stock Exchange

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