TIDMAPI
RNS Number : 6889E
Cedar 2015 Limited
11 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
11 February 2015
CASH OFFER
by
CEDAR 2015 LIMITED
an indirect subsidiary of
STEEL PARTNERS HOLDINGS L.P.
for
API GROUP PLC
Statement of Clarification
On Wednesday 4 February 2015, Cedar 2015 Limited ("Cedar
Bidco"), an indirect subsidiary of Steel Partners Holdings L.P.
("Steel"), published its offer document (the "Offer Document")
relating to its 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").
On page 7 of the Offer Document, reference was made in the
heading of the letter from the Chairman of Cedar Bidco to a
"RECOMMENDED CASH OFFER FOR API GROUP PLC BY CEDAR 2015
LIMITED".
As noted in the Offer Document, the Steel Group has had
preliminary discussions with API in relation to the Offer. However,
the reference on page 7 of the Offer document to the Offer being
"RECOMMENDED" was made in error.
Accordingly, the Board of Cedar Bidco wishes to make it clear
that the Offer has not been recommended by the API Board.
A copy of this announcement is being posted to API Shareholders
and, for information only, to persons with information rights and
the participants in the Performance Share Plan.
In accordance with Rule 30.4 of the Takeover Code, a copy of
this announcement will also 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/. A copy of the Offer Document is
also available on this website.
Unless otherwise stated, terms used in this announcement have
the same meanings 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.
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