Charteris PLC Update on Irrevocable Undertakings (0492V)

TIDMCAE

RNS Number : 0492V

Charteris PLC

09 December 2013

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

For immediate release

9 December 2013

Recommended Cash Acquisition of

Charteris plc

by Sword Soft Limited

(a wholly owned subsidiary of Sword Group SE)

Update on Irrevocable Undertakings and Letters of Intent

Further to the announcement on 15 November 2013 (2.7 Announcement) of a recommended cash acquisition of Charteris plc (Charteris) by Sword Soft Limited (Sword Soft), Sword Soft is pleased to announce that it has now received an irrevocable undertakings to vote in favour of the Acquisition from those shareholders named in Part A of the Appendix to this announcement in relation to 7,353,379 Charteris Shares representing approximately 14.64 per cent. of the issued ordinary share capital of Charteris.

Together with the irrevocable undertakings referred to in the 2.7 Announcement (as listed in Part B of the Appendix to this announcement), Sword Soft has received irrevocable undertakings in respect of an aggregate of 36,924,899 Charteris Shares representing approximately 73.48 per cent. of the issued ordinary share capital of Charteris.

Details of the irrevocable undertakings received by Sword Soft to date in relation to Charteris Shares are set out in the Appendix to this announcement. Certain terms used in this announcement are defined in the 2.7 Announcement.

Enquiries

 
Sword 
Jacques Mottard, Chairman                                       [phone] 
Phil Norgate                                                [phone] 
Charteris 
Steve Vaughan, Chairman                                     [phone] 
Beaumont Cornish Limited (Financial Adviser to Charteris) 
Roland Cornish                                               [phone] 
 

Further Information

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law (Restricted Jurisdictions) and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the City Code on Takeovers and Mergers (Code) 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.

Copies of this announcement and any formal documentation relating to the Acquisition 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 them in or into or from any Restricted Jurisdiction.

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Charteris and no one else in connection with the Acquisition and will not be responsible to anyone other than Charteris for providing the protections afforded to clients of Beaumont Cornish Limited or for providing advice in relation to the Acquisition, or any matter referred to in this announcement.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 per cent. 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 p.m. (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 Panel's website at 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].

Publication on website

A copy of this announcement and the irrevocable undertaking will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Charteris' website at www.charteris.com by no later than noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Richard Tall of TLT LLP at [e-mail] (020 3465 4200) or by submitting a request in writing to Richard Tall at TLT LLP, 20 Gresham Street, London EC2V 7JE. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

APPENDIX

DETAILS OF IRREVOCABLE UNDERTAKINGS

FROM CHARTERIS SHAREHOLDERS

Part A

Irrevocable Undertakings the subject of this announcement

Sword Soft received on 5 December 2013 irrevocable undertakings to accept the Offer as follows from the following holders or controllers of Charteris Shares:

 
 
                                                      % of Charteris 
                                Number of Charteris        Shares in 
 Name                                        Shares            issue 
 
 David Pickering                          3,359,566             6.69 
 John Millar                              2,477,825             4.93 
 Mark Sewell                                419,452             0.83 
 Julia Parsons                              322,222             0.64 
 Jonathan Watson                            305,555             0.61 
 Alan Woodward                              229,783             0.46 
 Valerie Chouman                            123,966             0.25 
 Trustees of the Mark Sewell 
  Accumulation & Maintenance 
  Trust                                     115,010             0.23 
 
 Total                                    7,353,379            14.64 
 
 
 
 

These irrevocable undertakings include undertakings from the holders or controllers in respect of their entire holdings of Charteris Shares to accept or procure the acceptance of the Offer.

These irrevocable undertakings will cease to be binding if:

(i) the Offer does not become or is not declared wholly unconditional on or before the date being 185 days following the date of the 2.7 Announcement;

   (ii)        the Offer lapses or is withdrawn; or 

(iii) a person other than Sword Soft or any person acting in concert with Sword Soft makes or announces (in accordance with Rule 2.7 of the Code) an offer (within the meaning of the Code) to acquire issued and to be issued share capital of Charteris, other than that already owned by the person making such offer (or persons acting in concert with it), on terms which represent, in the reasonable opinion of the relevant holder or controller of Charteris Shares, an improvement of 15 per cent. on the value of represented by the Offer.

Part B

Charteris Directors (as detailed in the 2.7 Announcement)

The Charteris Directors have given irrevocable undertakings to accept the Offer as follows:

 
 
                Number of   % of Charteris 
                Charteris        Shares in 
 Name              Shares            issue 
 Allan Barr       166,667             0.33 
 David Mann     7,864,431            15.65 
 Chris Rees     6,622,211            13.18 
 
 Total         14,653,309            29.16 
 
 
 

Steve Vaughan does not hold any Charteris Shares.

Each of the above irrevocable undertakings has been entered into by the relevant director only as a shareholder of Charteris and not in their capacity as a director; nothing contained in the undertakings requires any of the Charteris Directors to take or not to take any decision or action in their capacity as a Charteris Director.

These irrevocable undertakings include undertakings from the Charteris Directors in respect of their entire holdings of Charteris Shares to accept or procure the acceptance of the Offer.

These irrevocable undertakings will cease to be binding if:

(i) the Offer Document is not published and the Form of Acceptance is not posted within 28 days of the date of the publication of the 2.7 Announcement or such later time as may be agreed by the Panel with the consent of Charteris; and

(ii) the Offer does not become or is not declared wholly unconditional on or before the date being 185 days following the date of the 2.7 Announcement; or

   (iii)        the Offer lapses or is withdrawn. 

Other Irrevocable Undertakings (as detailed in the 2.7 Announcement)

Sword Soft has received irrevocable undertakings to accept the Offer as follows from the following holders or controllers of Charteris Shares:

 
 
                                       % of Charteris 
                 Number of Charteris           Shares 
 Name                         Shares         in issue 
 Cliff Preddy             11,222,211            22.33 
 Richard Mann              1,848,000             3.68 
 Edward Mann               1,848,000             3.68 
 
 Total                    14,918,211            29.69 
 
 
 
 

These irrevocable undertakings include undertakings from the holders or controllers in respect of their entire holdings of Charteris Shares to accept or procure the acceptance of the Offer.

These irrevocable undertakings will cease to be binding if:

(i) the Offer Document is not published and the Form of Acceptance is not posted within 28 days of the date of the publication of the 2.7 Announcement or such later time as may be agreed by the Panel with the consent of Charteris; and

(ii) the Offer does not become or is not declared wholly unconditional on or before the date being 185 days following the date of the 2.7 Announcement;

   (iii)        the Offer lapses or is withdrawn; or 

(iv) a person other than Sword Soft or any person acting in concert with Sword Soft makes or announces (in accordance with Rule 2.7 of the Code) an offer (within the meaning of the Code) to acquire issued and to be issued share capital of Charteris, other than that already owned by the person making such offer (or persons acting in concert with it), on terms which represent, in the reasonable opinion of the relevant holder or controller of Charteris Shares, an improvement of 15 per cent. on the value of represented by the Offer.

This information is provided by RNS

The company news service from the London Stock Exchange

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