Cedar 2015 Limited Offer for API Group Plc (8827C)

TIDMAPI

RNS Number : 8827C

Cedar 2015 Limited

22 January 2015

PART I

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 OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

22 January 2015

CASH OFFER

CEDAR 2015 LIMITED

an indirect subsidiary of

STEEL PARTNERS HOLDINGS L.P.

for

API GROUP PLC

-- Cedar 2015 Limited ("Cedar Bidco"), an indirect subsidiary of Steel Partners Holdings L.P. ("Steel"), announces its firm intention to make an offer (the "Offer") to acquire the entire issued and to be issued ordinary share capital of API Group Plc ("API") not already owned by Steel and its subsidiary undertakings (the "Steel Group").

-- Under the terms of the Offer, API Shareholders will receive 60 pence in cash per API Share.

   --             The Offer values the entire issued and to be issued ordinary share capital of API at approximately GBP46 million.

-- The Steel Group is the largest shareholder in API, holding 24,807,203 API Shares representing approximately 32.3 per cent of the existing issued share capital of API. Steel first invested in API in 2004 and since then has been a long term supporter of API's business, providing financing to API in December 2007 and in doing so becoming API's largest shareholder.

-- Cedar Bidco has received an irrevocable undertaking to accept the Offer from Wynnefield Partners Small Cap Value, L.P., a fund managed by Wynnefield Capital Management, LLC ("WCM") in respect of 10,886,250 API Shares representing, in aggregate, approximately 14.2 per cent of the existing issued share capital of API. This irrevocable undertaking will continue to be binding in the event of a higher offer for API.

-- In addition, Cedar Bidco has received non-binding letters of intent to accept the Offer from Wynnefield Partners Small Cap Value, L.P. I, a fund also managed by WCM, and Wynnefield Small Cap Value Offshore Fund, Ltd., a fund managed by Wynnefield Capital, Inc. ("WCI", which together with WCM are referred to collectively herein as "Wynnefield"), in respect of a further 11,894,716 API Shares representing, in aggregate, approximately 15.5 per cent of the existing issued share capital of API.

-- Accordingly, Cedar Bidco has received irrevocable undertakings and letters of intent to accept the Offer in respect of API Shares which, together with the API Shares in which the Steel Group is already interested, represent, in aggregate, approximately 62.0 per cent of the existing issued share capital of API.

   --             The Offer represents a premium of:

(i) 27.7 per cent to the Closing Price of 47.00 pence per API Share on 21 January 2015 (being the last Business Day prior to the date of this announcement);

(ii) 25.9 per cent to the average Closing Price per API Share of approximately 47.65 pence over the one month period ended 21 January 2015 (being the last Business Day prior to the date of this announcement); and

(iii) 22.6 per cent to the average Closing Price per API Share of approximately 48.93 pence over the three month period ended 21 January 2015 (being the last Business Day prior to the date of this announcement).

-- The Offer will be subject to an acceptance condition that Cedar Bidco obtains valid acceptances of the Offer in respect of such number of API Shares, which together with the API Shares held by Cedar Bidco, carry in aggregate not less than 62.0 per cent (or such lower percentage as Cedar Bidco may, subject to the Code, decide) in nominal value of the API Shares in aggregate and of the voting rights attaching to those shares.

-- If Cedar Bidco receives sufficient acceptances under the Offer such that Cedar Bidco holds API Shares which represent not less than 75 per cent of the voting rights in API, then Cedar Bidco intends to procure the cancellation of the admission of the API Shares to trading on AiM. The cancellation of the admission of API Shares to trading on AiM will significantly reduce the liquidity and marketability of API Shares.

-- The Steel Group will engage in detailed discussions with the API Board following the release of this announcement.

Part II of this announcement contains a letter from Terry Gibson, the Chairman of Cedar Bidco, to API shareholders in relation to the Offer. This summary and the letter contained in Part II should be read in conjunction with and is subject to the full text of the announcement set out in Part III, including the Appendices.

The Offer will be subject to the Conditions and certain further terms of the Offer set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document and the Form of Acceptance. Appendix II contains details of the irrevocable undertaking and the letters of intent given to Cedar Bidco. Appendix III sets out the sources and bases of certain financial and other information contained in this announcement. Appendix IV contains the definitions of certain terms used in this summary, the letter contained in Part II and the full text of this announcement set out in Part III.

In accordance with Rule 30.4 of the City Code on Takeovers and Mergers (the "Takeover Code"), a copy of this announcement will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the following website at http://www.cosinecom.com/cedar/ by no later than 12 noon on the first Business Day following this announcement.

Enquiries

 
 Cedar Bidco                              +1 (408) 399 6490 
 Terry Gibson, Chairman of Cedar Bidco 
 
 
 
 Kinmont, financial adviser to Cedar 
  Bidco                                   +44 (0)20 7087 9100 
 Mat Thackery

Further information

This announcement is for information only and is not intended to and does not constitute, or form part of any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be effected solely through the Offer Document, which, together with the Form of Acceptance (in relation to API Shareholders holding shares in certificated form only) will contain the full details, terms and conditions of the Offer, including the details of how to accept the Offer. Any response to the Offer should be made only on the basis of the information contained in the Offer Document.

Please be aware that addresses, electronic addresses and certain other information provided by API Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from API may be provided to Cedar Bidco during the Offer Period (as required under Section 4 of Appendix 4 to the Takeover Code).

Kinmont, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for CoSine and Cedar Bidco and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than CoSine and Cedar Bidco for providing the protections afforded to clients of Kinmont nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Overseas shareholders

The ability of API Shareholders who are not resident in and citizens of the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law 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. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the AiM Rules, 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 any jurisdiction outside the United Kingdom.

Copies of this announcement and formal documentation relating to the Offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. In particular, the Offer will not be made, directly or indirectly, in or into any Restricted Jurisdiction and will not be capable of acceptance from within any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it, the Offer Document or any other documentation relating to the Offer in or into any Restricted Jurisdiction, and so doing may render any purported acceptance of the Offer invalid.

Notice to US Investors

The Offer is being made for the securities of a company incorporated in England and Wales and API Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the requirements of the Takeover Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. API's financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). The Offer will be made in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable.

The Offer will otherwise be made in accordance with the requirements of the Takeover Code, the Panel, the London Stock Exchange and the UK Financial Conduct Authority. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable and settlement procedures, that are different from those applicable under United States domestic tender offer procedures and law.

US Shareholders should note that the API Shares are not listed on a US securities exchange and API is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

Neither the US Securities and Exchange Commission nor any US state securities commission or regulatory authority has approved or disapproved of the Offer, passed upon the fairness or merits of this announcement or determined whether this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 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 3.30 pm (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) 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 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, 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 pm (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. 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.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the API Group and certain plans and objectives of the board of directors of Cedar Bidco. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the board of directors of Cedar Bidco in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Cedar Bidco assumes no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

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 service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of API or Cedar Bidco except where expressly stated.

No profit forecast

No statement in this announcement is intended as a profit forecast or a profit estimate, and no statement in this announcement should be interpreted to mean that the future earnings per API Share for current or future financial years will necessarily match or exceed the historical or published earnings per API Share.

Publication of this announcement

The Offer is subject to the provisions of the Takeover Code. A copy of this announcement and the documents to be put on display pursuant to Rule 26.1 of the Takeover Code will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the following website at http://www.cosinecom.com/cedar/ by no later than 12 noon on the Business Day following the date of this announcement.

For the avoidance of doubt, neither the content of the websites referred to above nor the contents of any website accessible from hyperlinks on any such website (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

PART II

LETTER FROM TERRY GIBSON, CHAIRMAN OF CEDAR BIDCO

22 January 2015

Dear API Shareholder,

Cedar Bidco, an indirect subsidiary of Steel, intends to offer to purchase all issued and to be issued shares of API at a price of 60 pence per Share.

The Offer represents a premium of approximately 27.7 per cent to the closing price of API Shares on 21 January 2015 (being the last Business Day prior to the date of this announcement).

The Steel Group is the largest shareholder in API, holding shares in API representing approximately 32.3 per cent of the existing issued share capital of API.

The Steel Group is pleased to present this opportunity to API Shareholders in order to allow them to sell their Shares in what has generally been an illiquid investment at a significant premium to the current Share price.

Cedar Bidco has received an irrevocable undertaking to accept the Offer from Wynnefield Partners Small Cap Value, L.P., a fund managed by WCM in respect of 10,886,250 API Shares representing, in aggregate, approximately 14.2 per cent of the existing issued share capital of API. This irrevocable undertaking will continue to be binding in the event of a higher offer for API. In addition, Cedar Bidco has received non-binding letters of intent to accept the Offer from Wynnefield Partners Small Cap Value L.P. I, a fund also managed by WCM, and Wynnefield Small Cap Value Offshore Fund, Ltd., a fund managed by WCI, in respect of a further 11,894,716 API Shares representing, in aggregate, approximately 15.5 per cent of the existing issued share capital of API.

Accordingly, Cedar Bidco has received irrevocable undertakings and letters of intent to accept the Offer in respect of API Shares which, together with the API Shares in which the Steel Group is interested, represent in aggregate, approximately 62.0 per cent of the existing issued shares capital of API.

If Cedar Bidco receives sufficient acceptances under the Offer such that Cedar Bidco holds API Shares which represent not less than 75 per cent of the voting rights in API, then Cedar Bidco intends to procure the cancellation of the admission of the API Shares to trading on AiM. The cancellation of the admission of API Shares to trading on AiM will significantly reduce the liquidity and marketability of API shares.

We encourage you to read the full text of the announcement carefully and in its entirety. The formal Offer document containing full details of Cedar Bidco's offer to purchase your API Shares will be sent to you shortly.

If you have any questions concerning the Offer or the attached announcement, please contact Terry Gibson, Chairman, Cedar Bidco, at +1 (408) 399 6490 or Mat Thackery, Kinmont, Cedar Bidco's financial adviser at +44 (0)20 7087 9100.

Sincerely,

Terry Gibson,

Chairman

Cedar Bidco Limited

PART III

FOR IMMEDIATE RELEASE

22 January 2015

CASH OFFER

CEDAR 2015 LIMITED

an indirect subsidiary of

STEEL PARTNERS HOLDINGS LP

for

API GROUP PLC

   1.            Introduction

Cedar Bidco, an indirect subsidiary of Steel, announces its firm intention to make an offer to acquire all of the issued shares and to be issued shares in API not already owned by the Steel Group.

The Steel Group is the largest shareholder in API, holding 24,807,203 shares in API representing approximately 32.3 per cent of the existing issued share capital of API.

   2.            The Offer

The Offer, which shall be subject to the Conditions and further terms set out in the Offer Document and, in respect of shares in certificated form, in the accompanying Form of Acceptance, will be made on the following basis:

for each API Share 60 pence in cash.

The Offer represents a premium of:

(i) 27.7 per cent to the Closing Price of 47.00 pence per API Share on 21 January 2015 (being the last Business Day prior to the date of this announcement);

The Offer values the entire issued and to be issued ordinary share capital of API at approximately GBP46 million.

The Offer will extend to all API Shares unconditionally allotted or issued and fully paid on the date of the Offer and any API Shares which are unconditionally allotted or issued and fully paid whilst the Offer remains open for acceptance or by such earlier date as Cedar Bidco may, subject to the Code, decide, not being earlier than the date on which the Offer becomes unconditional as to acceptances.

   3.            Background to and reasons for the Offer

Steel first invested in API in 2004 and since then has been a long term supporter of API's business, providing financing to API in December 2007 and in doing so becoming API's largest shareholder. The API Board announced a formal sale process seeking a buyer for API on 26 September 2012. On 13 February 2013, the API Board announced that whilst indicative proposals had been received, none gave "sufficient recognition for the underlying value of the business or to deliver best value for shareholders". In the period from 12 February 2013 to 21 January 2015 (being the last Business Day prior to the date of this announcement) API's share price fell by 32 per cent from 69 pence to 47 pence and underperformed the FTSE All-Share Index by 40 per cent.

The directors of Cedar Bidco consider that the Offer will allow API Shareholders to have the opportunity to sell their API Shares at a significant premium to the closing API Share price as at the Business Day prior to the date of this announcement.

The Steel Group has yet to engage in detailed discussions with API in relation to the Offer, but will seek to initiate such discussions following the release of this announcement and prior to the publication of the formal Offer Document. The Steel Group will also seek to include the trustees of API's UK defined benefit pension scheme in any such discussions.

   4.            Irrevocable undertakings and letters of intent

Cedar Bidco has received an irrevocable undertaking to accept the Offer from Wynnefield Partners Small Cap Value, L.P., a fund managed by Wynnefield in respect of 10,886,250 API Shares representing, in aggregate, approximately 14.2 per cent of the existing issued share capital of API. This irrevocable undertaking will continue to be binding even in the event of a higher offer for API.

In addition, Cedar Bidco has received non-binding letters of intent to accept the Offer from Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd., funds managed by Wynnefield, in respect of 11,894,716 API Shares representing, in aggregate, approximately 15.5 per cent of the existing issued share capital of API.

Accordingly, Cedar Bidco has received irrevocable undertakings and letters of intent to accept the Offer in respect of API Shares which, together with the API shares in which the Steel Group is already interested, represent in aggregate, approximately 62.0 per cent of the existing issued shares capital of API.

Further information about the irrevocable undertaking and non-binding letters of intent are set out in Appendix II.

   5.            Information relating to Cedar Bidco, CoSine and Steel

Cedar Bidco is an indirect subsidiary of Steel, incorporated in England and Wales for the purpose of making the Offer.

Cedar Bidco's immediate parent is CoSine Communications, Inc. ("CoSine"), a Delaware incorporated holding company.

Steel, which owns approximately 80.6 per cent of CoSine's issued shares, is a global diversified holding company that engages in multiple businesses, including diversified industrial products, energy, defence supply chain management and logistics, banking, food products and services, oilfield services, sports, training, education and the entertainment and lifestyle industries. Steel's shares are listed on the New York Stock Exchange (Ticker: SPLP) and Steel has a market capitalisation of approximately US$479 million. Steel's audited gross consolidation revenues for the year ended 31 December 2013 were US$805 million and its unaudited total assets stood at US$1.55 billion as at 30 September 2014.

Further information relating to the Steel Group will be contained in the Offer Document.

   6.            Information relating to API

API is a manufacturer and distributor of foils, films and laminates used to enhance the visual appeal of products and packaging, serving industrial markets in Europe, North America and Australasia from production operations in the UK and US.

Head-quartered in Poynton, North West England, API's global operations employ more than 550 people in 15 locations.

Further information relating to API will be contained in the Offer Document.

   7.            Financing the Offer

The consideration payable under the Offer will be funded from a combination of the Steel Group's own resources and debt provided under a credit agreement (as amended) comprising a Revolving Facility of $75,000,000 administered by PNC Bank, National Association.

Kinmont, financial adviser to Cedar Bidco, is satisfied that sufficient resources are available to Cedar Bidco to satisfy in full the cash consideration payable to API Shareholders under the terms of the Offer.

   8.            Structure of the Offer and the Conditions

The Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the 2006 Act. Cedar Bidco reserves the right to elect to implement the acquisition of API, with the consent of the Panel, by way of a scheme of arrangement under Part 26 of the 2006 Act. Any such scheme of arrangement would be implemented on the same terms (subject to appropriate amendment) as the Offer.

References to the Offer and the Offer Document in this announcement shall include, where applicable, any such scheme of arrangement.

The Offer will be subject to the Conditions and further terms set out or referred to in Appendix I and to be set out in the Offer Document and the Form of Acceptance.

   9.            Overseas Shareholders

The availability of the Offer or the distribution of this announcement to API Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. API Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. API Shareholders are advised to read carefully the Offer Document and related Forms of Acceptance once these have been dispatched.

   10.          API Share Incentive Schemes

The Offer will extend to any API Shares which are unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier time(s) and/or date(s) as Cedar Bidco may, subject to the Takeover Code and/or with the consent of the Panel, determine) as a result of the exercise of options or other awards granted under the API Share Incentive Schemes.

Cedar Bidco will make appropriate proposals to participants in the API Share Incentive Schemes.

   11.          Compulsory acquisition, delisting and cancellation of trading in API Shares

If Cedar Bidco receives acceptances of the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent or more in nominal value of the API Shares to which the Offer relates and of the voting rights carried by those API Shares, Cedar Bidco intends to exercise its rights in accordance with sections 974 to 991 inclusive of the 2006 Act to acquire compulsorily any remaining API Shares to which the Offer relates on the same terms as the Offer.

Following the Offer becoming or being declared unconditional in all respects and if sufficient acceptances are received under the Offer such that Cedar Bidco holds not less than 75 per cent of the voting rights of API, Cedar Bidco intends to procure that API applies to the London Stock Exchange for the cancellation of the admission of API Shares to trading on AiM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects, subject to compliance with the applicable requirements of the AiM Rules.

The cancellation of the admission of API Shares to trading on AiM will significantly reduce the liquidity and marketability of API Shares.

It is also intended that, following the Offer becoming or being declared unconditional in all respects and, assuming the cancellation of the admission to trading on AiM of the API Shares occurs, API will be re-registered as a private company under the relevant provisions of the 2006 Act.

   12.          Disclosure of interests in relevant securities

Steel's entire holding of 24,807,203 API Shares, representing approximately 32.3 per cent of the existing issued share capital of API, has been transferred to and is beneficially owned by Cedar Bidco.

Cedar Bidco confirms that it will shortly be making an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code.

   13.          Documentation

Copies of the following documents will be available by not later than 12 noon on the Business Day immediately following the date of this announcement on CoSine's website http://www.cosinecom.com/cedar/:

   (a)           this announcement;

(b) the irrevocable undertaking and the letters of intent referred to in paragraph 4 above, and summarised in Appendix II;

   (c)           the Revolving Facility, as referred to in paragraph 7 above; and

(d) the amendment to the Revolving Facility dated 15 December 2014, as also referred to in paragraph 7 above.

The Offer Document will be published and sent to API Shareholders and, for information only, to participants in the API Share Incentive Schemes, as soon as reasonably practicable and, in any event, within 28 days of the date of this announcement and will be available on http://www.cosinecom.com/cedar/ upon posting.

   14.          General

The Offer will comply with the applicable rules and regulations of the AiM Rules, the London Stock Exchange and the Takeover Code.

There are no agreements or arrangements to which Cedar Bidco is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a Condition.

The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document and the Form of Acceptance. Appendix II contains details of the irrevocable undertakings and the letters of intent to accept the Offer given to Cedar Bidco. Appendix III sets out the sources and bases of certain financial and other information contained in this announcement. Appendix IV contains the definitions of certain terms used in this announcement.

Enquiries

 
 Cedar Bidco                              +1 (408) 399 6490 
 Terry Gibson, Chairman of Cedar Bidco 
 
 
 
 Kinmont, financial adviser to Cedar 
  Bidco                                   +44 (0)20 7087 9100 
 Mat Thackery

Further information

Overseas shareholders

Copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. In particular, the Offer will not be made, directly or indirectly, in or into any Restricted Jurisdiction and will not be capable of acceptance from within any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it, the Offer Document or any other documentation relating to the Offer in or into any Restricted Jurisdiction, and so doing may render any purported acceptance of the Offer invalid.

Notice to US Investors

Disclosure requirements of the Takeover Code

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the API Group and certain plans and objectives of the Cedar Bidco Board. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Cedar Bidco Board in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Cedar Bidco assumes no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecast

Publication of this announcement

APPENDIX I

CONDITIONS OF THE OFFER

The Offer will be subject to the following Conditions:

Acceptance Condition

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Cedar Bidco may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of such number of API Shares which, together with API Shares held by Cedar Bidco, carry in aggregate not less than 62.0 per cent (or such lower percentage as Cedar Bidco may, subject to the Code, decide) in nominal value of the API Shares in aggregate and of the voting rights attached to those shares, provided that this Condition shall not be satisfied unless Cedar Bidco shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), API Shares which, together with the API Shares held by Cedar Bidco, carry in aggregate more than 50 per cent of the voting rights then normally exercisable at a general meeting of API, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to API Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition:

(i) API Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise shall be deemed to carry the voting rights they shall carry upon issue;

(ii) the expression "API Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the 2006 Act;

(iii) API Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are API Shares to which the Offer relates; and

(iv) valid acceptances shall be deemed to have been received in respect of API Shares which are treated for the purposes of Part 28 of the 2006 Act as having been acquired or contracted to be acquired by Cedar Bidco by virtue of acceptances of the Offer;

Notifications, waiting periods and Authorisations

(b) all notifications, filings or applications which are necessary or considered appropriate or desirable by Cedar Bidco having been made in connection with the Offer and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all Authorisations deemed reasonably necessary or appropriate by Cedar Bidco in any jurisdiction for or in respect of the Offer and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, API or any other member of the API Group by any member of the Steel Group having been obtained in terms and in a form satisfactory to Cedar Bidco from all appropriate third parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the API Group or any member of the Steel Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the API Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(c) no antitrust regulator or third party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the API Group, or any member of the Steel Group, of all or any part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii) impose any limitation on, or result in a delay in, the ability of any member of the Steel Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in API or on the ability of any member of the API Group or any member of the Steel Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the API Group;

(iii) otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the API Group or any member of the Steel Group;

(iv) result in any member of the API Group, or any member of the Steel Group, ceasing to be able to carry on business under any name under which it presently carries on business;

(v) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, API by any member of the Steel Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require amendment of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, by any member of the Steel Group;

(vi) require, prevent or delay a divestiture by any member of the Steel Group of any shares or other securities (or the equivalent) in any member of the API Group or any other member of the Steel Group; or

(vii) impose any limitation on the ability of any member of the Steel Group or any member of the API Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Steel Group and/or the API Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or third party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(d) there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the API Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Steel Group of any shares or other securities (or the equivalent) in or because of a change in the control or management of any member of the API Group or otherwise, could or might reasonably be expected to result in:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the API Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the API Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the API Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the API Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v) the rights, liabilities, obligations, interests or business of any member of the API Group or any member of the Steel Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the API Group or any member of the Steel Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any member of the API Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the value of, or the financial or trading position or prospects of, any member of the API Group being prejudiced or adversely affected; or

(viii) the creation or acceleration of any liability (actual or contingent) by any member of the API Group,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the API Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (d)(i) to (viii) above;

Certain events occurring since 31 March 2014

   (e)           no member of the API Group having since 31 March 2014:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of API Shares out of treasury (except, where relevant, as between API and wholly owned subsidiaries of API);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution, save for the interim dividend of 0.75 pence per API Share declared on 3 December 2014, (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of API to API or any of its wholly owned subsidiaries;

(iii) other than pursuant to the Offer (and except for transactions between API and its wholly owned subsidiaries or between the wholly owned subsidiaries of API and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(iv) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;

(v) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be restrictive on the business of any member of the API Group;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms in the ordinary course, senior executive of any member of the API Group;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the API Group which are material in the context of the API Group taken as a whole;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

   (x)        except in the ordinary course of business, waived, compromised or settled any claim;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the API Group and any other person;

(xii) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any

member of the API Group for its directors, employees             or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;

(xiii) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv) (other than in respect of a member of the API Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv) (except for transactions between and its wholly owned subsidiaries or between the wholly owned subsidiaries), made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvi) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(xvii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (e);

No adverse change, litigation, regulatory enquiry or similar

   (f)            since 31 March 2014 there having been:

(i) no adverse change and no circumstance having arisen which could or might be expected to result in any adverse change in, the business, assets, financial or trading position, profits or prospects or operational performance of any member of the API Group;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the API Group or to which any member of the API Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the API Group;

(iii) no enquiry, review or investigation by, or complaint or reference to, any third party against or in respect of any member of the API Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the API Group;

(iv) no contingent or other liability having arisen or become apparent to Cedar Bidco or increased other than in the ordinary course of business which could or might be expected to affect adversely the business, assets, financial or trading position, profits or prospects of any member of the API Group; and

(v) no steps taken and no omissions having been made which could or might be expected to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the API Group which is necessary for the proper carrying on of its business; and

No discovery of certain matters regarding information and liabilities

   (g)           Cedar Bidco not having discovered:

(i) that any financial, business or other information concerning the API Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Steel Group by or on behalf of any member of the API Group prior to the date of this announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading; or

(ii) that any member of the API Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the API Group taken as a whole.

Cedar Bidco reserves the right to waive all or any of conditions (b) to (g) inclusive, in whole or in part.

Conditions (b) to (g) inclusive must be satisfied as at, or waived on or before, midnight on the 21st day after the later of the First Closing Date of the Offer and the date on which condition (a) is fulfilled (or in each case such later date as Cedar Bidco, may, with the consent of the Panel, agree), failing which the offer will lapse, provided that Cedar Bidco shall be under no obligation to waive or treat as fulfilled any of conditions (b) to (g) inclusive by a date earlier than the latest date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

Under Rule 13.5 of the Takeover Code, Cedar Bidco may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which gives rise to the right to invoke the condition are of material significance to Cedar Bidco in the context of the Offer. Condition (a) is not subject to this provision of the Takeover Code.

   2.         Certain terms of the Offer

Cedar Bidco reserves the right to make such changes to the above Conditions as may be appropriate in the event that the Conditions of the Offer are required to be amended to comply with Rule 9 of the Code.

The Offer will be made on the terms and will be subject to the Conditions which are set out in this Appendix 1 and will be set out in the Offer Document and the Form of Acceptance and such further terms as may be required to comply with the provisions of the Code. This announcement does not constitute an offer or invitation to purchase any securities.

The API Shares will be acquired by Cedar Bidco under the Offer fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this announcement or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement. Accordingly, insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by API in respect of an API Share on or after the date of this announcement, Cedar Bidco reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the price payable under the Offer in respect of an API Share, except insofar as the API Share is or will be transferred pursuant to the Offer on a basis which entitles Cedar Bidco alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the price payable under the Offer is paid in respect of that API Share will be obliged to account to Cedar Bidco for the amount of such dividend and/or distribution and/or return of capital.

The Offer will be governed by English law and will be subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix 1 and will be set out in the Offer Document and the Form of Acceptance.

APPENDIX II

DETAILS OF IRREVOCABLE UNDERTAKING AND LETTERs OF INTENT

CedarBidco has received an irrevocable undertaking to accept the Offer from Wynnefield Partners Small Cap Value, L.P., a fund managed by Wynnefield in respect of 10,886,250 API Shares representing, in aggregate, approximately 14.2 per cent of the existing issued share capital of API.

The irrevocable undertaking will continue to be binding even in the event of a higher offer for API.

In accordance with Rule 26.2(a) of the Takeover Code a copy of the Irrevocable Undertaking and Letters of Intent will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the following website at http://www.cosinecom.com/cedar/ by no later than 12 noon on the first Business Day following this announcement.

APPENDIX III

SOURCES AND BASES

(a) The value of the Offer is calculated on the basis of the fully diluted number of API Shares in issue as at the date of this announcement, being 77,151,930 API Shares comprising:

(i) 76,748,730, being the number of API Shares in issue as disclosed by API in accordance with AiM Rule 26; and

(ii) 403,200 being the maximum number of API Shares, as at 31 March 2014, which may be issued upon the exercise of options granted under the API Performance Share Plan.

Of the 2,750,000 API Shares held by the trustee of the API No2 Employee Benefit Trust on 31 March 2014, 1,497,522 API Shares were available to satisfy the then unvested rights of participants in the Long Term Incentive Plan to receive up to 1,497,522 API Shares, and the remainder of the API Shares so held had already vested in those participants but had not yet been transferred to them. On 19 August 2014, API announced that 350,991 shares had been transferred by the trustee to a participant and outstanding unvested rights over a further 599,009 shares held by the trustee had lapsed. Accordingly, no additional dilution is anticipated in respect of the Long Term Incentive Plan.

(b) Unless otherwise stated, the financial information concerning API has been extracted from the audited annual report and financial statements for API for the periods ended 31 March 2014 and 31 March 2013 and API's interim statement dated 3 December 2014.

(d) References to a percentage of API's issued ordinary share capital are based on the number of API Shares in issue as set out in paragraph (a)(i) above.

(e) FTSE All-Share Index values have been derived from Bloomberg and represent the Closing values on the relevant date.

   (f)            The announcement made by API on 13 February 2013 is available at http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/11487460.html.

(g) Steel's market capitalisation is sourced from Bloomberg and based on a price of US$17.38 per unit.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

 
 2006 Act                           the Companies Act 2006 (as amended, 
                                     modified, consolidated, re-enacted 
                                     or replaced from time to time) 
 AiM                                AiM, a market of the London Stock 
                                     Exchange 
 AiM Rules                          the AiM Rules for Companies published 
                                     by the London Stock Exchange 
 API or the Company                 API Group Plc 
 API Group                          API and its subsidiaries and subsidiary 
                                     undertakings 
 API Share Incentive Schemes        the Performance Share Plan and 
                                     Long Term Incentive Plan 
 API Shareholders or Shareholders   holders of API Shares 
 API Shares or Shares               includes: 
                                    (a) the existing unconditionally 
                                     allotted or issued and fully paid 
                                     ordinary shares of one pence each 
                                     in the capital of API; and 
                                    (b) any further ordinary shares 
                                     of one pence each in the capital 
                                     of API which are unconditionally 
                                     allotted or issued and fully paid 
                                     before the Offer closes or before 
                                     such earlier date as Cedar Bidco 
                                     (subject to the Takeover Code) 
                                     may determine not being earlier 
                                     than the date on which the Offer 
                                     becomes or is declared unconditional 
                                     as to acceptances 
 Authorisation                      regulatory authorisations, orders, 
                                     recognitions, grants, consents, 
                                     clearances, confirmations, certificates, 
                                     licences, permissions or approvals 
 Board                              as the context requires, the board 
                                     of directors of API or the board 
                                     of directors of Cedar Bidco and 
                                     the terms "API Board" and "Cedar 
                                     Bidco Board" shall be construed 
                                     accordingly 
 Business Day                       any day (other than a public holiday, 
                                     Saturday or Sunday) on which clearing 
                                     banks in London are open for normal 
                                     business 
 CoSine                             CoSine Communications, Inc., a 
                                     corporation registered in the State 
                                     of Delaware, United States of America 
                                     with company number 3229886 and 
                                     whose registered office is at 61 
                                     East Main Street, Suite B, Los 
                                     Gatos, CA 95031, USA 
 Cedar Bidco                        Cedar 2015 Limited, a company incorporated 
                                     in England and Wales with company 
                                     number 9381566 whose registered 
                                     office is at c/o Ashurst LLP, Broadwalk 
                                     House, 5 Appold Street, London 
                                     EC2A 2HA 
 certificates or in certificated    a share or other security which 
  form                               is not in uncertificated form (that 
                                     is, not in CREST) 
 Closing Price                      the closing middle market quotation 
                                     of a API Share as derived from 
                                     the Daily Official List 
 Conditions                         the conditions of the Offer, as 
                                     set out in Appendix I of this announcement 
                                     and to be set out in the Offer 
                                     Document 
 CREST                              the relevant system (as defined 
                                     in the Regulations) in respect 
                                     of which Euroclear UK & Ireland 
                                     Limited is the operator (as defined 
                                     in the Regulations) 
 Daily Official List                the Daily Official List of the 
                                     London Stock Exchange 
 First Closing Date                 the date which is 20 US Business 
                                     Days after the day of posting of 
                                     the Offer Document 
 Form of Acceptance                 the form of acceptance and authority 
                                     relating to the Offer accompanying 
                                     the Offer Document, which may only 
                                     be completed by holders of API 
                                     Shares in certificated form 
 Kinmont                            Kinmont Limited, a company incorporated 
                                     in England and Wales with company 
                                     number 03456766 whose registered 
                                     office is 5 Clifford Street, London, 
                                     W1S 2LG 
 Long Term Incentive Plan           the API Long Term Incentive Plan 
 Offer                              the offer to be made by Cedar Bidco 
                                     to acquire the entire issued and 
                                     to be issued ordinary share capital 
                                     of API on the terms and subject 
                                     to the conditions set out in the 
                                     Offer Document and Form of Acceptance 
                                     including, where the context so 
                                     requires, any subsequent revision, 
                                     variation, extension, or renewal 
                                     of such Offer 
 Offer Document                     the formal offer document to be 
                                     sent to API Shareholders on behalf 
                                     of Cedar Bidco containing the terms 
                                     and conditions of the Offer and 
                                     any subsequent document containing 
                                     the Offer 
 Offer Period                       the period commencing on the date 
                                     of this announcement until the 
                                     latest of (i) the First Closing 
                                     Date, (ii) the date on which the 
                                     Offer lapses and (iii) the date 
                                     on which the Offer becomes unconditional 
 Offer Price                        60 pence per API Share 
 Part                               a part of this announcement 
 Performance Share Plan             the API 2006 Performance Share 
                                     Plan 
 Regulations                        Uncertificated Securities Regulations 
                                     2001 (SI 2001 No. 3755) (as amended, 
                                     modified, consolidated, re-enacted 
                                     or replaced from time to time) 
 Restricted Jurisdiction            any jurisdiction where local laws 
                                     or regulations may result in a 
                                     significant risk of civil, regulatory 
                                     or criminal exposure if information 
                                     concerning the Offer is sent or 
                                     made available to API Shareholders 
                                     in that jurisdiction 
 Revolving Facility                 Revolving Credit Facility between 
                                     SPH Group Holdings LLC, Steel and 
                                     certain lenders administered by 
                                     PNC Bank, National Association, 
                                     dated 23 October 2013 
 Steel                              Steel Partners Holdings LP, a limited 
                                     partnership registered in the State 
                                     of Delaware, United States of America 
                                     with company number 4634204 and 
                                     whose registered office is at 590 
                                     Madison Avenue, 32nd Floor, New 
                                     York, New York 10022, USA 
 Steel Group                        Steel and its subsidiary undertakings 
 subsidiary and subsidiary          has the meaning given to such term 
  undertaking                        in the 2006 Act 
 Takeover Code or Code              the City Code on Takeovers and 
                                     Mergers 
 Takeover Panel or Panel            the Panel on Takeovers and Mergers 
 UK or United Kingdom               the United Kingdom of Great Britain 
                                     and Northern Ireland (and its dependent 
                                     territories) 
 uncertificated or in               an API Share which is for the time 
  uncertificated form                being recorded on the relevant 
                                     register of the share or security 
                                     concerned as being held in uncertificated 
                                     form in CREST, and title to which, 
                                     by virtue of the Regulations, may 
                                     be transferred by means of CREST 
 United States or US                the United States of America, its 
                                     territories and possessions, any 
                                     state of the United States of America 
                                     and the District of Columbia 
 US Business Day                    any day other than Saturday, Sunday 
                                     or a US federal holiday on which 
                                     clearing banks in the United States 
                                     are open for normal business 
 Wynnefield                         collectively, Wynnefield Capital 
                                     Management, LLC, a limited liability 
                                     company registered in the State 
                                     of New York, United States of America 
                                     with company number 2101924 and 
                                     whose registered office is at 450 
                                     Seventh Avenue, Suite 509, New 
                                     York, New York 10123, USA, and 
                                     Wynnefield Capital, Inc., a corporation 
                                     registered in the State of Delaware, 
                                     United States of America with company 
                                     number 2315818 and whose registered 
                                     office is at 450 Seventh Avenue, 
                                     Suite 509, New York, New York 10123, 
                                     USA

All references to time in this announcement are to London time.

Words importing the singular shall include the plural and vice versa, and words importing the masculine shall include the feminine or neutral gender.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFZMGZMMZMGKZM

Abrdn Property Income (LSE:API)
Historical Stock Chart
From Jun 2024 to Jul 2024