Cancellation of Trading on AIM

 

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RNS Number : 6127S 
Summit Germany Limited 
21 May 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM CANADA OR JAPAN OR 
ANY OTHER RESTRICTED JURISDICTION 
 
 
21 May 2009 
 
 
Summit Germany Limited ("Summit" or the "Company") 
 
 
Cancellation of the Company's Listing on AIM 
 
 
The Board of Summit notes, following the mandatory cash offer (the "Offer") for 
Summit by Unifinter Administratiekantoor B.V. (the "Offeror"), that on 14 May 
2009 the Offeror announced that as at 1.00 p.m. (London time) on 13 May 2009 it 
owns, or has received valid acceptances in respect of, 254,616,257 Summit 
Shares, representing approximately 92.58 per cent. of Summit's issued share 
capital. The Board also notes the Offeror's statement that it intends not to 
maintain Summit's listing on AIM following the closing of the Offer. 
 
 
In the light of the above, the Board of Summit has now applied to the London 
Stock Exchange for the cancellation of trading in the Company's ordinary shares 
("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 Summit Shares 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. 
 
 
The Board of Summit notes that the Offer is open for acceptance until 1.00 p.m. 
(London time) on Wednesday, 27 May 2009 and the Offeror may or may not extend 
the Offer after that time. 
 
 
The Offeror stated in its announcement on 14 May 2009 that if acceptances of not 
less than 90 per cent. of the Summit Shares to which the Offer relates (i.e. 
those Summit Shares not already owned by the Offeror) are received by 
the Offeror, the Offeror intends to apply the provisions of the Companies 
(Guernsey) Law, 2008, as amended, to acquire compulsorily any outstanding Summit 
Shares in the Company following the closing of the Offer and on the same terms 
as the Offer. 
 
 
Terms used in this announcement have the same meaning given to them in the Offer 
Document. 
 
 
 
 
Enquiries: 
 
 
Summit     Telephone:  [phone] 
John Lamb 
 
 
Fairfax I.S. PLC (financial adviser to Summit)                    Telephone: 
[phone] 
 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 [phone]. 
 
 
END 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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