Cathexis UK Holdings Limited LAUNCH OF COMPULSORY ACQUISITION PROCEDURE (8167S)

TIDMISG

RNS Number : 8167S

Cathexis UK Holdings Limited

21 March 2016

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 OR REGULATIONS OF THAT JURISDICTION

RECOMMENDED CASH OFFER FOR ISG PLC

at

171 PENCE PER ISG SHARE

by

CATHEXIS UK HOLDINGS LIMITED

Launch of compulsory acquisition procedure

1. Compulsory acquisition of ISG Shares

On 17 February 2016, Cathexis announced that its offer for the entire issued and to be issued share capital of ISG plc ("ISG") not already held by Cathexis Holdings and its wholly owned subsidiaries (the "Offer") had become unconditional in all respects.

As at 17 March 2016, Cathexis and its concert parties either owned or Cathexis had received valid acceptances of the Offer in respect of a total of 46,392,417 ISG Shares, representing 93.75 per cent. of the issued share capital of ISG.

Cathexis and its concert parties have therefore now acquired or unconditionally contracted to acquire not less than 90 per cent. of the ISG Shares by nominal value and the voting rights attaching to such shares to which the Offer relates.

Further to its intention to implement the compulsory acquisition procedure under Chapter 3 of Part 28 of the Companies Act 2006 (the "Act"), as set out in the Mandatory Offer Document, Cathexis announces the despatch today of formal compulsory acquisition notices under Sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to ISG Shareholders who have not yet validly accepted the Offer. These notices set out Cathexis' intention to apply the provisions of Section 979 of the Act to acquire compulsorily any remaining ISG Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

Unless any of the ISG Shareholders who have not to date validly accepted the Offer and who do not accept the Offer before Cathexis decides to close the Offer (of which not less than 14 days' notice will be provided) apply to the court and the court orders otherwise, on the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 2 May 2016, the ISG Shares held by those ISG Shareholders who have not accepted the Offer will be acquired compulsorily by Cathexis on the same terms as the Offer. The consideration to which those ISG Shareholders will be entitled will be held by ISG as trustee on behalf of those ISG Shareholders who have not accepted the Offer and they will be requested to claim their consideration by writing to Computershare, Corporate Actions Projects, Bristol, BS99 6AH.

2. Action to be taken:

ISG Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the following procedures:

-- To accept the Offer in respect of ISG Shares held in Certificated Form (that is, not in CREST), ISG Shareholders should complete, sign and return the Form of Acceptance (together with share certificate(s) and/or other document(s) of title) so as to be received by the Receiving Agent as soon as possible.

-- To accept the Offer in respect of ISG Shares held in unCertificated Form (that is, in CREST), ISG Shareholders should follow the procedure for Electronic Acceptance through CREST so that the TTE Instruction settles as soon as possible. If you are a CREST Sponsored member, you should refer to your CREST Sponsor as only your CREST Sponsor will be able to send the necessary TTE Instruction to Euroclear.

Full details of the procedure for accepting the Offer are set out on page 9 of the Mandatory Offer Document and, in respect of ISG Shares held in Certificated Form (that is, not in CREST), in the Form of Acceptance.

ISG Shareholders who submit valid acceptances of the Offer will be sent consideration for their ISG Shares within 14 days of receipt of such acceptance by the Receiving Agent. ISG Shareholders who do not accept the Offer will have their ISG Shares compulsorily acquired, but will have to wait for the Compulsory Acquisition Procedure to conclude before receiving their consideration.

Capitalised terms used herein but not defined have the same meanings as set out in the Mandatory Offer Document as published on 3 February 2016 and the Offer Document as published on 19 December 2015.

Enquiries:

Altium (Financial adviser to Cathexis) Tel: [phone]

Stephen Georgiadis / Tim Richardson

IMPORTANT NOTES

Disclaimer

Altium Capital Limited ("Altium"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Cathexis and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Cathexis for providing the protections afforded to clients of Altium, nor for providing advice in relation to any matter referred to in this announcement.

Responsibility statement

The Cathexis Directors accept responsibility for the information contained in this announcement relating to Cathexis, save that the only responsibility accepted by the Cathexis Directors in respect of the information in this announcement relating to the ISG Group, which has been compiled from published sources, is to ensure that such information has been correctly and fairly reproduced and presented. To the best of the knowledge and belief of the Cathexis Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

This announcement has been prepared for the purpose of complying with English law, the City Code and the AIM Rules, and 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 jurisdictions outside of England and Wales.

Publication on website

A copy of this announcement will, subject to certain restrictions relating to persons resident in Restricted Jurisdiction, be made available on Cathexis' website at www.cathexisinfo.com by no later than 12 noon (London time) on 22 March 2016. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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March 21, 2016 14:15 ET (18:15 GMT)