Court Sanction of the Scheme (4545V)

TIDMCHTR

RNS Number : 4545V

Charter International PLC

12 January 2012

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

Court Sanction of Scheme, the Capital Reduction and Results of the Mix and Match Facility and the Loan Note Alternative 12 January 2012

On 12 September 2011, Charter International plc ("Charter") and Colfax Corporation ("Colfax") announced that they had reached agreement on the terms of a recommended cash and share offer for the entire issued and to be issued share capital of Charter (the "Acquisition").

Court Sanction of the Scheme

Charter is pleased to announce that the Court has today sanctioned the Scheme and confirmed the Capital Reduction. It is expected that the Scheme will become effective shortly after 9.00 a.m. (London time) on 13 January 2012. On this date, Charter Shares will cease to be listed on the Official List and their admission to trading on the London Stock Exchange will be cancelled.

Upon completion of the Acquisition, subject to valid elections under the Mix and Match Facility, Charter Shareholders will be entitled to 730 pence in cash and 0.1241 New Colfax Shares for each Charter Share held at the Scheme Record Time.

Crediting of Colfax CDIs (representing the New Colfax Shares) to be issued through CREST is expected to occur prior to 8.00 a.m. (Eastern Standard Time) on 27 January 2012, with dealings in New Colfax Shares on the New York Stock Exchange expected to commence on 27 January 2012.

Results of the Mix and Match Facility and the Loan Note Alternative

The latest time for receipt of Forms of Election for the Mix and Match Facility and the Loan Note Alternative was 1.00 p.m. (London time) on 10 January 2012. At that time, (i) Charter Shareholders holding 11,143,511 Charter Shares, representing approximately 6.67 per cent. of the existing issued ordinary share capital of Charter, had elected to receive additional cash and (ii) Charter Shareholders holding 129,930,272 Charter Shares, representing approximately 77.76 per cent. of the existing issued ordinary share capital of Charter, had elected to receive additional New Colfax Shares.

In addition, in respect of the Loan Note Alternative, Charter received valid elections for less than GBP2 million in nominal value of Loan Notes, in aggregate. One of the conditions set out in the Scheme Document to the issuing by Colfax UK Holdings Ltd of the Loan Notes was that valid elections for at least GBP2 million in nominal value must have been received. As this condition has not been met, Colfax UK Holdings Ltd will not be issuing Loan Notes to Charter Shareholders and instead those Charter Shareholders who validly elected for Loan Notes under the Loan Note Alternative will instead receive cash in accordance with the terms of the Acquisition.

The ability of Colfax and Colfax Holdings to satisfy all elections for cash consideration and/or New Colfax Shares made by Shareholders was dependent on other Shareholders making equal and opposite elections.

Valid elections for additional New Colfax Shares cannot be satisfied in full. Accordingly, valid elections received for additional New Colfax Shares will be scaled down on a pro rata basis; and additional cash elections will be satisfied in full, with the result that:

-- Charter Shareholders who have made an election to receive additional New Colfax Shares under the Mix and Match Facility will receive 0.134743 New Colfax Shares and GBP7.145622 in cash per Charter Share; and

-- Charter Shareholders who have made an election to receive additional cash under the Mix and Match Facility will receive zero New Colfax Shares and GBP9.10 in cash per Charter Share,

in each case in respect of which a valid election has been made.

In respect of Charter Shares for which no valid election under the Mix and Match Facility has been made, Charter Shareholders will receive the basic offer consideration which is 730 pence in cash and 0.1241 New Colfax Shares per Charter Share.

Fractions of New Colfax Shares will not be allotted or issued to Scheme Shareholders pursuant to the Scheme. Instead, to the extent that a Scheme Shareholder is entitled to a fractional interest in a New Colfax Share, fractions of New Colfax Shares will be aggregated and the aggregate of such fractions (rounded down to the nearest whole share) shall be allotted and issued to the person appointed by Colfax as nominee for such Scheme Shareholder and sold in the market. The net proceeds of sale will be distributed (in sterling) pro rata to Scheme Shareholders entitled thereto, save that amounts of less than GBP3 will not be paid and will be used for the benefit of the enlarged Colfax Group.

The Acquisition remains conditional upon (i) delivery to the Registrar of Companies of the Scheme Court Order; (ii) delivery to the Registrar of Companies of the Reduction Court Order and the approved minute attached to it; and (iii) the Reduction Court Order being registered by the Registrar of Companies together with the approved minute attached to it (the "Outstanding Conditions").

Colfax has today announced (the "Colfax Announcement") that subject to the Outstanding Conditions being satisfied (which is expected to occur shortly after 9.00 a.m. (London time) on 13 January 2012), Colfax will dispatch the Offer Consideration, including settlement of valid elections received under the Mix and Match Facility on 27 January 2012. The Colfax Announcement can be viewed at http://ir.colfaxcorp.com/sec.cfm.

Except where separately defined in this announcement, capitalised terms shall have the same meaning as set out in the scheme document dated 18 October 2011.

A copy of this announcement is available to view on Charter's website at http://www.charter.ie/chtr_int/investors/recommended-acquisition/.

Enquiries

Brunswick Group LLP [phone]

Jonathan Glass

Nina Coad

Goldman Sachs International [phone]

Dominic Lee

Adrian Beidas

J.P. Morgan Cazenove [phone]

Edmund Byers

Robert Constant

RBS Corporate Finance Limited [phone]

Simon Hardy David Smith

Disclaimers

Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Charter and for no-one else in connection with the matters set out in this announcement and will not be responsible to any person other than Charter for providing the protections afforded to clients of Goldman Sachs International, nor for providing advice in relation to the matters set out in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and corporate broker to Charter and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Charter for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

RBS Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser and corporate broker to Charter and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Charter for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

Disclosure requirements of the Takeover Code (the "Code"):

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

510781033

This information is provided by RNS

The company news service from the London Stock Exchange

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