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|tomboyb: Charteris PLC Offer by Sword Soft Limited
Date : 15/11/2013 @ 16:35
Source : UK Regulatory (RNS & others)
Stock : Charteris (CAE)
Quote : 3.0 0.0 (0.00%) @ 07:53
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Charteris PLC Offer by Sword Soft Limited
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RNS Number : 2071T
15 November 2013
Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from the united states, australia, canada, the republic of south africa or japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction
15 November 2013
RECOMMENDED CASH offer by
SWORD SOFT LIMITED ("sword soft")
FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF
CHARTERIS PLC ("CHARTERIS")
The Charteris Board and the Sword Soft Board are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Sword Soft for the entire issued and to be issued share capital of Charteris (the "Offer").
Defined terms used in this Announcement have the meanings set out in Appendix IV.
-- The Offer is being made at a price of 4.5 pence in cash for each Charteris Share.
-- The Offer values the entire issued and to be issued share capital of Charteris at approximately GBP2.26 million (and GBP2.31 million taking into account vested options which may be exercised).
-- The Offer Price represents a premium of approximately 89.47 per cent. to the Closing Price of 2.375 pence per Charteris Share on 30 September 2013 (being the last Business Day prior to the commencement of the Offer Period) and a premium of 50 per cent. to the Closing Price of 3 pence per Charteris Share on 14 November 2013 (being the last Business Day prior to making this Announcement).
-- The cash consideration payable under the terms of the Offer will be funded using existing cash resources of the Sword Group. Full acceptance of the Offer would result in a maximum cash payment by Sword Soft of approximately GBP2.31 million in cash.
-- Sword Soft has received Irrevocable Undertakings from those Charteris Directors (and their associates) who have an interest in the Charteris Shares to accept the Offer together with Cliff Preddy in respect of their entire holdings of Charteris Shares, representing approximately 58.84 per cent. of Charteris' existing issued ordinary share capital.
-- In aggregate, therefore, immediately prior to the making of this Announcement, Sword Soft had received Irrevocable Undertakings in respect of 29,571,520 Charteris Shares, representing approximately 58.84 per cent. of the existing issued ordinary share capital of Charteris. Further details of the Irrevocable Undertakings are set out in Appendix III to this Announcement.
-- Sword Soft Limited is a wholly owned subsidiary of Sword Group SE. Sword Group SE is a NYSE-Euronext Paris listed international IT services group operating in 15 countries globally with over 1000 staff, and providing its customers with high added-value advisory and integration services.
-- On 1 October 2013, the Charteris Directors announced that the Charteris Board intended to work with Steve Vaughan, the newly appointed Charteris Chairman, to carry out an in-depth review of the business with a view to maximising value for all Shareholders. This strategic review has concluded with the Offer.
-- The Charteris Directors, who have been so advised by Beaumont Cornish, consider the terms of the Offer to be fair and reasonable. In providing advice to the Charteris Directors, Beaumont Cornish has taken into account the commercial assessments of the Charteris Directors. Beaumont Cornish is providing independent financial advice to the Charteris Directors for the purposes of Rule 3 of the Code.
-- The Charteris Directors intend to recommend that Charteris Shareholders accept the Offer.
-- The Offer is conditional upon, amongst other things, valid acceptances being received in respect of not less than 90 per cent. (or such lower percentage as Sword Soft may, subject to the Code, decide) of the Charteris Shares to which the Offer relates. Further details are set out in Appendix I to this Announcement.
-- Sword Soft will despatch the Offer Document and the Form of Acceptance to Charteris Shareholders and, for information only, to holders of share options in Charteris, and publish it on Sword Soft's website (hxxp://sword-group.com) and the Charteris website (www.charteris.com), as soon as practicable and in any event within 28 days of this Announcement.
-- The conditions and certain terms of the Offer are set out in the attached Announcement together with information on Sword Soft and Charteris.
Commenting on the Offer, Steve Vaughan, Chairman of Charteris said:
"On behalf of the Board of Charteris and its staff, we are pleased with the agreement reached with Sword Soft. We consider this a good result for shareholders and look forward to a stronger future as a combined business."
Sword Group SE/Sword Soft Limited Tel: +352 26
Charteris plc Tel: 020 7600
Beaumont Cornish, Rule 3 Adviser Tel: 020 7628
to Charteris plc 3396
|spazzz: This Is Money have now corrected the site and replaced Charteris with Charter International.
What a mistake they have made !!!
To Re-itterate: this morning the website ThisIsMoney quoted a broker upgrade for Charteris PLC (CAE) with a target price of 890p when the actual share price was just 5p - the CAE share price rose to 20p+ in a matter of minutes causing the company to issue the standard statement. I should add that the info on this website is provided by a third party Digital Look
The website has now amended the content and changed the name Charteris to Charter International and the epic to CHTR
What an impact a simple mistake can make !|
|overeager: A quick glance at the latest financials indicates fair value of approx 8-10 million ie around the current share price so the fun may be over (but a good spot for anyone who enjoyed the rise)|
|boonen: holgerl -- I guess there is an incentive for these directors to push the share price forward through 2007/8/9. I hope they are still not there by 2016. My concern is they were the directors responsible for taking CAE from 100p down through 50p to where it now languishes at 15p. Even at 15p it now looks expensive. As CAE seems to be moving away from its traditional management consulting market with the loss of so many of its consultants having moved on and been replaced with technologists. CAE are moving from their low cost structure to new markets crowded with lots of others that do the same Microsoft stuff at much lower prices and margins. How can the levels of overhead be maintained? What's your take on where this CAE is going? Do I hold and hope to get my investment back or sell (if I can find someone to buy) and invest elsewhere?|
|john8438: can we have some better comments please
disappointing share price, but good company, although the directors take too much out of it, but again they do own much of it.
time for it tostart rising in my view.|
Charteris share price data is direct from the London Stock Exchange