TIDMAPI
RNS Number : 0635E
Cedar 2015 Limited
04 February 2015
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
4 February 2015
CASH OFFER
by
CEDAR 2015 LIMITED
an indirect subsidiary of
STEEL PARTNERS HOLDINGS L.P.
for
API GROUP PLC
Posting of Offer Document
On Thursday 22 January 2015, the Board of Cedar 2015 Limited
("Cedar Bidco"), an indirect subsidiary of Steel Partners Holdings
L.P. ("Steel"), announced 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").
Cedar Bidco announces that the offer document, containing the
full terms and conditions of the Offer (the "Offer Document"),
together with the related form of acceptance (the "Form of
Acceptance"), is today being posted to API shareholders.
As previously announced, the Offer, which is subject to the
terms and conditions set out in the Offer Document and the Form of
Acceptance, is being made on the following basis:
for each API Share 60 pence in cash
The Offer values the entire issued and to be issued ordinary
share capital of API at approximately GBP46 million.
The first closing date of the Offer is 5 March 2015 (the "First
Closing Date"). To accept the Offer in respect of API shares held
in certificated form (that is, not in CREST), shareholders should
complete and return the Form of Acceptance so as to be received by
no later than 1.00 pm (London time) on the First Closing Date in
accordance with the procedure set out in the Offer Document. To
accept the Offer in respect of API shares in uncertificated form,
shareholders should ensure that an Electronic Acceptance through
CREST is made by them or on their behalf and that settlement occurs
no later than 1.00 pm (London time) on the First Closing Date.
The Offer Document and the Form of Acceptance will be made
available on the following website at
http://www.cosinecom.com/cedar.
Further copies of the Offer Document and the Form of Acceptance
may be obtained by contacting the receiving agent, Computershare
Investor Services PLC ("Computershare") by way of written request
to Computershare Investor Services Plc, The Pavilions, Bridgwater
Road, Bristol, BS13 8AE or by calling Computershare on 0870 873
5959 from within the UK or on +44 (0)870 873 5959 if calling from
outside the UK. Lines are open 8.30 am to 5.30 pm (London time)
Monday to Friday (excluding UK public holidays).
Unless otherwise stated, terms used in this announcement have
the same meaning as given to them in the Offer Document.
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 is being
made in the United States in accordance with the requirements of
Regulation 14E under the US Exchange Act to the extent
applicable.
The Offer is otherwise being 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 is 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 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 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 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
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 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
which are, or may be deemed to be "forward-looking statements",
which are prospective in nature. 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
boards of directors of Cedar Bidco in light of their experience and
their perception of historical trends, current conditions, expected
future developments and other factors they believe 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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