Level of Acceptances and Extension of Offer
June 04 2009 - 2:00AM
UK Regulatory
TIDMSGL
RNS Number : 3363T
Unifinter Administratiekantoor BV
04 June 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM CANADA OR JAPAN OR
ANY OTHER RESTRICTED JURISDICTION
4 June 2009
MANDATORY CASH OFFER
by
UNIFINTER ADMINISTRATIEKANTOOR B.V.
for the entire issued share capital of
SUMMIT GERMANY LIMITED
Level of acceptances and relevant holdings
It was announced on 7 April 2009 that Unifinter Administratiekantoor B.V. (the
"Offeror") made a mandatory cash offer (the "Offer") for the entire issued share
capital of Summit Germany Limited ("Summit") not already owned by the Offeror.
The Offer Document and the Form of Acceptance, which set out the full details
and terms of the Offer, were posted to Summit Shareholders on 15 April 2009.
There is no minimum acceptance condition or any conditions precedent to the
Offer. The Offer is unconditional in all respects.
On 6 May 2009, the first closing date of the Offer, the Offeror announced that
as at 1.00 p.m. (London time) valid acceptances had been received in respect of
83,093,356 Summit Shares, representing approximately 30.21 per cent. of the
issued share capital of Summit.
On 13 May 2009, the second closing date of the Offer, the Offeror announced that
as at 1.00 p.m. (London time) valid acceptances had been received in respect of
94,663,708 Summit Shares, representing approximately 34.42 per cent. of the
issued share capital of Summit.
On 27 May 2009, the third closing date of the Offer, the Offeror announced that
as at 1.00 p.m. (London time) valid acceptances had been received in respect of
102,019,247 Summit Shares, representing approximately 37.10 per cent. of the
issued share capital of Summit.
The Offeror announces that as at 1.00 p.m. (London time) on 3 June 2009, the
next closing date of the Offer, valid acceptances had been received in respect
of 102,485,495 Summit Shares, representing approximately 37.26 per cent. of the
issued share capital of Summit.
Prior to the Offer the Offeror held 159,952,549 Summit Shares, representing
approximately 58.16 per cent. of the issued share capital of Summit.
Accordingly, as at 1.00p.m. (London time) on 3 June 2009, the Offeror owned, or
had received valid acceptances in respect of 262,438,044 Summit Shares,
representing approximately 95.43 per cent. of the issued share capital of
Summit.
Neither the Offeror nor any of the directors of the Offeror, nor, so far as the
directors of the Offeror are aware, any person acting in concert with the
Offeror for the purposes of the Offer has any interest in, right to subscribe
for, or has borrowed or lent any Summit Shares or securities convertible or
exchangeable into Summit Shares ("Summit Securities"), nor does any such person
have any short position (whether conditional or absolute and whether in money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery in relation to the Summit Securities, save as disclosed above
and in the Offer Document.
Offer extended to 1.00 p.m. on Thursday 18 June 2009
The Offeror announces that the Offer is being extended for 15 days and will
remain open for acceptance until 1.00 p.m. (London time) on the next closing
date, which will be Thursday 18 June 2009. The Offer may or may not be extended
after that time; any further extension of the Offer will be publicly announced
by 8.00 a.m. on the business day following the day on which the Offer was
otherwise due to expire, or such later time as the Panel may agree. The Offer
remains subject to the terms set out in the Offer Document.
Procedure for acceptances
If you hold your Summit Shares in certificated form (that is, not in CREST) and
have not already accepted the Offer, to accept the Offer you should complete,
sign and return the Form of Acceptance (together with your share certificate(s)
and any other documents of title) as soon as possible and, in any event, so as
to be received by no later than 1.00 p.m. (London time) on 18 June 2009 by
Capita Registrars Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU, United Kingdom.
If you hold your Summit Shares in uncertificated form (that is, in CREST) and
have not already accepted the Offer, to accept the Offer you should follow the
procedure for Electronic Acceptance through CREST so that the TTE Instruction
settles as soon as possible, and, in any event, no later than 1.00 p.m. (London
time) on 18 June 2009. If you are a CREST sponsored member, you should refer to
your CREST sponsor before taking any action as only your CREST sponsor will be
able to send the necessary TTE Instructions to Euroclear in relation to your
Summit Shares.
De-listing and potential compulsory acquisition
In light of the level of acceptances received on 13 May 2009, being the second
closing date of the Offer, and the intention of the Offeror not to maintain
Summit's listing on AIM following the close of the Offer, it was announced on 21
May 2009 that the Board of Summit had applied to the London Stock Exchange for
the cancellation of trading in the Summit Shares on AIM on Friday 19 June 2009.
Consequently, the last day of trading in the Summit Shares on AIM will be
Thursday 18 June 2009. Given the size of the Offeror's shareholding in the
Company, the London Stock Exchange has waived the requirement for the Company to
convene a general meeting of shareholders to approve the cancellation of trading
in Summit Shares.
The cancellation of the listing on AIM will significantly reduce the liquidity
and marketability of any Summit Shares not acquired by the Offeror through the
Offer as no alternative share trading facility will be available and the value
of any such Summit Shares may be affected as a consequence. In addition, certain
protections afforded to shareholders in an AIM listed company will no longer be
available.
As Summit's listing on AIM is being cancelled, the Offeror intends to apply the
provisions of the Companies (Guernsey) Law, 2008, as amended, to acquire
compulsorily any outstanding Summit Shares following the closing of the Offer
(and on the same terms as the Offer) if acceptances of not less than 90 per
cent. of the Summit Shares to which the Offer relates are received by the
Offeror.
Terms used in this announcement have the same meaning given to them in the Offer
Document.
Enquiries:
+------------------------------------------------+----------------------------------------+
| Offeror | Telephone: +972 54 7709170 |
+------------------------------------------------+----------------------------------------+
| Zohar Levy | |
+------------------------------------------------+----------------------------------------+
| | |
+------------------------------------------------+----------------------------------------+
| Summit | Telephone: +44 (0)7802 440 714 |
+------------------------------------------------+----------------------------------------+
| John Lamb | |
+------------------------------------------------+----------------------------------------+
| | |
+------------------------------------------------+----------------------------------------+
| Fairfax I.S. PLC (financial adviser to Summit) | Telephone: +44 (0)20 7598 5368 |
+------------------------------------------------+----------------------------------------+
| Jeremy Porter / Laura Littley | |
+------------------------------------------------+----------------------------------------+
A copy of this announcement is available on Summit's website at:
http://www.summitgermany.co.uk/newsFilter
This announcement is not intended to be and does not constitute, or form any
part of, an offer to sell or the solicitation of an offer to subscribe for or
buy any securities, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in or into any jurisdiction in
contravention of any applicable law. The Offer will be made solely by means of
the Offer Document and, in the case of certificated Summit Shares, the Form of
Acceptance accompanying the Offer Document.
Unless otherwise determined by Offeror, the Offer will not be made, directly or
indirectly, in or into, or by the use of mails or by any means or
instrumentality (including, without limitation, by means of telephone,
facsimile, email, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national state or other
securities exchange of, Canada or Japan or any other Restricted Jurisdiction and
the Offer will not be capable of acceptance by any such use, instrumentality or
facility or from within those jurisdictions. Accordingly, copies of this
announcement and formal documentation relating to the Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, transmitted,
distributed, sent or accessed in or into or from Canada or Japan or any other
Restricted Jurisdiction where to do so would breach the laws of the relevant
jurisdiction. Persons receiving this announcement (including without limitation
custodians, nominees and trustees) should observe these restrictions and must
not mail or otherwise forward, transmit, distribute or send it in or into or
from Canada or Japan or any other Restricted Jurisdiction. Doing so may render
invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in and citizens of
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located or of which they are citizens. Such persons should inform
themselves of, and observe any, applicable legal or regulatory requirements of
their jurisdictions. Further details in relation to overseas shareholders are
contained in the Offer Document.
Fairfax, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Summit and no-one else
in connection with the Offer and will not be responsible to anyone other than
Summit for providing the protections afforded to clients of Fairfax or for
providing advice in relation to the Offer or any other matter referred to in
this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in, one per cent or more of any class of
"relevant securities" of Summit, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by not
later than 3.30pm (London time) on the London business day following the date of
the relevant transaction. This requirement will continue until the date on which
the Offer becomes, or is declared, unconditional as to acceptances or lapses or
is otherwise withdrawn or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of Summit,
they will be deemed to be a single person for the purpose of Rule 8.3 of the
Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Summit by the Offeror or Summit, or by any of their respective
"associates" must also be disclosed by no later than 12.00 (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a dealing under Rule 8, please consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20
7638 0129; fax number +44(0)20 7236 7013.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUUUMPQUPBPGW
Summit Germany (LSE:SGL)
Historical Stock Chart
From Aug 2024 to Sep 2024
Summit Germany (LSE:SGL)
Historical Stock Chart
From Sep 2023 to Sep 2024