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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Castle Support | LSE:CSU | London | Ordinary Share | GB00B1XLC667 | ORD 20P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 108.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCSU RNS Number : 1465O Sulzer Ltd 23 June 2010 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 SUCH JURISDICTION 23 June 2010 RECOMMENDED CASH OFFER by SULZER (UK) HOLDINGS LIMITED, a wholly-owned subsidiary of Sulzer Ltd, for CASTLE SUPPORT SERVICES PLC OFFER UPDATE On 2 June 2010, the Boards of Sulzer (UK) Holdings Limited ("Sulzer UK" or the "Offeror") and Castle Support Services plc ("Castle") announced that they had agreed the terms of a recommended cash offer to be made by Sulzer UK, a wholly-owned subsidiary of Sulzer Ltd ("Sulzer"), for the entire issued and to be issued ordinary share capital of Castle. On 3 June 2010, the Offeror announced that all of the Conditions of the Offer had been satisfied or waived and, accordingly, the Offer was declared unconditional in all respects. Level of acceptances As at 1.00 p.m. (London time) on 23 June 2010, the Offeror had received valid acceptances from Castle Shareholders in respect of 117,112,632 Castle Shares representing approximately 99.17 per cent. of Castle's existing issued ordinary share capital held outside treasury. These acceptances include acceptances of the Offer received in respect of 111,101,176 Castle Shares, representing approximately 94.09 per cent. of Castle's existing issued ordinary share capital held outside treasury, which were subject to Irrevocable Undertakings given by certain of the Castle Directors and certain significant Castle Shareholders. Compulsory acquisition On 16 June 2010, the Offeror announced that compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 had been posted to those Castle Shareholders who had not accepted the Offer (the "Non-Assenting Shareholders") setting out the Offeror's intention to acquire compulsorily all remaining Castle Shares on the same terms as the Offer. Unless Non-Assenting Shareholders apply to court and the court orders otherwise, on the expiry of six weeks from the date of the Notices, being 27 July 2010, the Castle Shares held by Non-Assenting Shareholders who have not accepted the Offer by 27 July 2010 will be acquired compulsorily by the Offeror under the terms of the Offer and such Non-Assenting Shareholders will be entitled to 108 pence in cash for each Castle Share such Non-Assenting Shareholders hold on that date. Further acceptances The Offer will remain open until further notice. At least 14 days' notice will be given prior to the closing of the Offer to those Castle Shareholders who have not then accepted the Offer. Castle Shareholders who have not yet accepted, and wish to accept, the Offer are encouraged to take action to accept the Offer as soon as possible. To accept the Offer in respect of Castle Shares held in certificated form, Castle Shareholders should complete, sign and return the Form of Acceptance together with their share certificate(s) and any other document(s) of title so as to be received by Equiniti Limited as soon as possible. Additional Forms of Acceptance can be obtained by contacting Equiniti Limited on telephone number 0871 384 2809 (or, if telephoning from outside the UK, on telephone number +44 121 415 0089). To accept the Offer in respect of Castle Shares held in uncertificated form (that is, in CREST), Castle Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE instruction settles as soon as possible. If Castle Shareholders hold their Castle Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to CREST. Settlement The consideration to which any Castle Shareholder is entitled under the Offer will be despatched to validly accepting Castle Shareholders within 14 days of receipt of such acceptance, and in any event in the manner described in paragraph 14 of Part II of the Offer Document. General The Offer Document and the Form of Acceptance (together the "Offer Documentation") are available for inspection during normal business hours on any Business Day at the offices of Eversheds LLP at 1 Wood Street, London EC2V 7WS while the Offer remains open for acceptance. In accordance with Rule 19.11 of the Code, a copy of this announcement, the Offer Document and the Form of Acceptance are available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the Sulzer website at www.sulzer.com and on the Castle website at www.castlesupportservices.com while the Offer remains open for acceptance. Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document. Enquiries: Sulzer Philippe Dewitz, Head of Investor Relations Tel: +41 52 262 20 22 Verena Gölkel, Media Spokesperson Tel: +41 52 262 26 82 Rothschild (financial adviser to Sulzer and the Offeror) Tel: +44 (0) 20 7280 5000 John Deans Charles Montgomerie Castle Tel: +44 (0) 121 766 6161 Tudor Davies, Director Strand Hanson (financial adviser to Castle) Tel: +44 (0) 20 7409 3494 Rory Murphy Matthew Chandler Citigate Dewe Rogerson (PR adviser to Castle) Tel: +44 (0) 121 362 4035 Fiona Tooley This announcement is not intended to and does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Documentation. Castle and the Offeror urge Castle Shareholders to read the Offer Documentation because it contains important information relating to the Offer. Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Sulzer and the Offeror in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Sulzer and the Offeror for providing the protections afforded to clients of Rothschild or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Documentation. Neither Rothschild nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with this announcement, any statement contained herein or otherwise. Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Castle in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to anyone other than Castle for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the contents of this announcement, or any offer or arrangements referred to herein or in the Offer Documentation. Neither Strand Hanson Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this announcement, any statement contained herein or otherwise. Notice to overseas Castle Shareholders The availability of the Offer or the distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction in which they are located. 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 and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to overseas shareholders are contained in the Offer Documentation. The Offer referred to in this announcement will not be made available directly or indirectly, in, into or by use of the mails of, or by any means (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in any such jurisdiction and the Offer will not be made available by any such use or means from or within any such jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from any such jurisdiction. This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the 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 the United Kingdom. This information is provided by RNS The company news service from the London Stock Exchange END OUPKKNDPPBKDCAB
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