Colt Group S.A. Update on Fidelity's all cash final offer (7993V)

TIDMCOLT

RNS Number : 7993V

Colt Group S.A.

12 August 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

For immediate release

12 August 2015

Update on Fidelity's all cash final offer (the "Offer") for Colt Group S.A. ("Colt")

On 8 July 2015, FMR LLC and FIL Limited (together, "Fidelity") posted an offer document to the shareholders of Colt containing the terms of an all cash final offer through Lightning Investors Limited ("Bidco") to acquire the issued and to be issued share capital of Colt not currently owned by Fidelity at a price of 190 pence per Colt Share, as announced on 19 June 2015 (the "Offer Document").

As announced by Colt on 11 August 2015, the resolutions which were proposed in connection with the Offer were passed by shareholders of Colt at the Extraordinary General Meeting held yesterday.

The independent directors note the announcement made today by Fidelity that, as of 1.00 p.m. (London time) on 11 August 2015, Bidco had received valid acceptances in respect of 246,514,330 Colt Shares, representing approximately 27.5 per cent. of the entire issued share capital of Colt. This brings the total Fidelity and Bidco holding of Colt Shares, when aggregated with the Colt Shares in respect of which valid acceptances of the Offer have been received, to 806,284,408 (representing approximately 89.9 per cent. of the issued share capital and voting rights of Colt).

The independent directors of Colt note that the Offer has been declared wholly unconditional, and, in accordance with the terms of the Offer, Fidelity has announced that it will procure that Colt will make a request to the U.K. Listing Authority and to the London Stock Exchange for the cancellation of the listing on the Official List of the Colt Shares, and for the cancellation of the admission to trading on the London Stock Exchange's main market for listed securities of the Colt Shares.

As explained in the circular sent to Shareholders on 16 July 2015:

(1) Shareholders who do not accept the Offer before Delisting occurs will, amongst other things, find it harder to sell their Colt Shares; and

(2) If Fidelity decides to dispose of its Colt Shares on or after 31 December 2016 to a third party purchaser, Shareholders should be aware that, if Delisting has occurred but they decide not to accept the Offer, they will have no right to require Fidelity to procure that any future offer (on the same or any other terms) is also made by such third party purchaser for the Colt Shares they continue to hold.

Additionally, Shareholders who do not accept the Offer before Delisting occurs will have limited rights and protections under Luxembourg law as minority shareholders in an unlisted company.

The Offer is now wholly unconditional and, subject to the terms and conditions set out in the Offer Document, is open for acceptances until 1.00 p.m. (London time) on 4 September 2015. The independent directors, for the reasons set out above, recommend that Shareholders who have not yet accepted the Offer should accept the Offer.

A copy of this announcement will be made available on Colt's website at http://www.colt.net/investor-portal/fidelity-offer-2/.

Terms used in this announcement shall have the same meaning as in the Offer Document.

Enquiries

Colt

   Morten Singleton (VP Investor Relations)               Tel:   [phone] 
   [e-mail]                                             [phone] 

Barclays (financial adviser to the Colt independent directors)

   Derek Shakespeare                                               Tel:   [phone] 

Will Peters

Rob Mayhew (Corporate Broking)

Barclays Bank PLC ("Barclays"), acting through its Investment Bank, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Colt and no-one else in connection with the Offer and will not be responsible to any other person other than Colt for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer or any matters referred to in this announcement.

Regulation of the Offer and disclosure

Due to the existing shareholdings of Fidelity in Colt, the Offer does not constitute a takeover offer for the purposes of the Takeover Directive and accordingly is not a transaction that is regulated by the Panel on Takeovers and Mergers or by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg.

Accordingly, Colt shareholders and others dealing in shares in Colt are not obliged to disclose any of their dealings in accordance with Rule 8 of the Code. However, Colt shareholders and others dealing in shares in Colt or in certain financial instruments giving access to shares in Colt are reminded (i) that they are required to make notifications provided for by the Transparency Law of Luxembourg of 11 January 2008, and (ii) that any person who reaches, exceeds or falls below the threshold of 3 per cent. and/or each 1 per cent. threshold thereafter, is required by Colt's articles of association to notify Colt and the CSSF of such a change.

This information is provided by RNS

The company news service from the London Stock Exchange

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