Hanover Bidco 1 Limited Posting of Offer Document and Publication on Web (4918Z)

TIDMCLSU

RNS Number : 4918Z

Hanover Bidco 1 Limited

18 September 2020

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.

FOR IMMEDIATE RELEASE

Recommended offer

for

ClearStar, Inc. ("ClearStar")

by

Hanover Bidco 1 Limited ("Hanover Bidco")

(an investment vehicle owned by Hanover Act ive Equity Fund II, S.C.A. SICAV-RAIF)

Posting of Offer Document and Publication on Website

   1.         Posting of Offer Document 

On 16 September 2020, Hanover Bidco announced it had reached agreement on the terms of a recommended offer to be made by Hanover Bidco for the entire issued and to be issued ordinary share capital of ClearStar (the "Offer Announcement").

Hanover Bidco is pleased to announce that it will today post to ClearStar Shareholders a document containing the full terms and conditions of the Offer (the "Offer Document") together with a Form of Acceptance/Election. The Offer Document and specimen Form of Acceptance/Election will also be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on the Hanover Bidco website www.hanoverinvestors.com and the ClearStar website www.clearstar.net today.

   2.         Timetable and actions to be taken 

The first closing date of the Offer is 1.00 p.m. on 19 October 2020 (or such later time(s) and date(s) prior to the Long Stop Date as Hanover Bidco may decide).

Further details of the Offer and the action to be taken to accept the Offer are set out in the Offer Document and, for ClearStar Shareholders who hold their shares in certificated form, the Form of Acceptance/Election.

If you have any questions about acceptance of the Offer, please call Link Group on 0371 664 0321 (if calling from within the UK) or [phone] (if calling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

3. Offer acceptance condition, share purchases, irrevocable undertakings and letter of intent

The Offer is conditional upon, amongst other things, Hanover Bidco receiving valid acceptances in respect of and/or having otherwise acquired or agreed to acquire, ClearStar Shares which constitute more than 50 per cent. of the voting rights attaching to the issued ClearStar Shares.

As disclosed in the Offer Announcement, Hanover Bidco has received irrevocable undertakings and a letter of intent to accept the Offer in respect of 20,185,225 ClearStar Shares.

In addition, on 16 September 2020, Hanover Bidco agreed to acquire 2,238,864 ClearStar Shares, 2,000,000 at a price of GBP0.395 and 238,864 ClearStar Shares at a price of GBP0.3925, which trades are expected to settle on the date of this announcement. Further on 17 September 2020, Hanover Bidco agreed to acquire 17,684 ClearStar Shares at a price of GBP0.39125, which trade is expected to settle on 21 September 2020. Hanover Bidco has therefore received irrevocable undertakings and a letter of intent in respect of, and has agreed to acquire, in aggregate 22,441,773 ClearStar Shares, representing in total approximately 61.7 per cent. of ClearStar's issued share capital as at the Latest Practicable Date.

   4.         General 

Capitalised terms used but not defined in this announcement shall have the same meaning given to them in the Offer Announcement.

Enquiries:

   Hanover                         [phone] 

Matthew Peacock

Fred Lundqvist

   ClearStar                       [phone] 

Barney Quinn - Chairman

Robert Vale - CEO

   finnCap (Financial Adviser and NOMAD to ClearStar)    [phone] 

Corporate Finance

Jonny Franklin-Adams

Marc Milmo

Simon Hicks

Matt Radley

ECM

Andrew Burdis

Tin Harper

   Luther Pendragon (Financial PR to ClearStar)    [phone] 

Harry Chathli, Claire Norbury, Joe Quinlan

Important notice

The statements contained in this announcement are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the Offer or the contents of this announcement, you should consult your own legal, financial and/or tax adviser for legal, business, financial and/or tax advice.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in the United States or any other jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of ClearStar in the United States or any other jurisdiction in contravention of applicable law.

Any acceptance or other response to the Offer should only be made on the basis of information contained in the Offer Document (which will contain the full terms and conditions of the Offer) and the Form of Acceptance/Election. ClearStar Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

Please be aware that addresses, electronic addresses and certain other information provided by ClearStar Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from ClearStar may be provided to Hanover Bidco during the offer period.

Overseas jurisdictions

The availability of Hanover Bidco Shares in, and the release, publication or distribution of this announcement and/or any accompanying documents (in whole or in part) in jurisdictions other than the United Kingdom may be restricted by law 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.

ClearStar Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions and/or requirements may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with English law, the laws of the Cayman Islands 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 and regulations of any jurisdiction outside the United Kingdom.

The Offer will be subject to the applicable requirements of English Law, the laws of the Cayman Islands, the AIM Rules, the UK Financial Conduct Authority and section 14(e) of, and Regulation 14E under, the Exchange Act. ClearStar is not subject to the UK Takeover Code or any requirements of the UK Takeover Panel.

Unless otherwise determined by Hanover Bidco, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents 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 where to do so would violate the laws in that 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 where to do so would violate the laws in that jurisdiction.

Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction and, to the fullest extent permitted by applicable law, ClearStar, and Hanover Bidco disclaim any responsibility or liability for the violation of such restrictions by any person.

The availability of the Offer to ClearStar Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Notes to US investors

The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, and pursuant to an exemption from the registration requirement of the Securities Act for transactions not involving a public offering and, in accordance with the requirements of the laws of the Cayman Islands. The Hanover Bidco Shares to be issued pursuant to the Offer have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States. There will be no public offering of Hanover Bidco Shares in the United States.

The Offer is being made for the securities of a Cayman Islands incorporated company with its shares admitted to trading on AIM. The Offer is not subject to United States disclosure requirements. The financial information on ClearStar included in this announcement has been extracted from ClearStar financial statements which are stated by ClearStar to have been prepared in accordance with US GAAP.

The receipt of cash pursuant to the Offer by a US holder of ClearStar Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each ClearStar Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of accepting the Offer.

The Offer will be made by Hanover Bidco and no one else.

It may be difficult for US holders of ClearStar Shares to enforce their rights and any claim arising out of US federal securities laws, since Hanover Bidco is incorporated under the laws of England and Wales, and ClearStar is incorporated under the laws of the Cayman Islands and some of their officers and directors are residents of non-US jurisdictions. US holders of ClearStar Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the Exchange Act, or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, passed comment upon the fairness or merits of the Offer or passed comment upon the adequacy or completeness of this announcement. Any representation to the contrary is a criminal offence in the United States.

To the extent permitted by applicable law, in accordance with normal UK market practice, Hanover Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in ClearStar, other than pursuant to the Offer, at any time prior to completion of the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK and Cayman Islands' rules, the AIM Rules and Rule 14e-5 under the Exchange Act. To the extent required by the applicable law, any information about such purchases will be disclosed on a next day basis to a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be deemed to be publicly disclosed in the United States.

Notes regarding Hanover Bidco Shares

The Hanover Bidco Shares to be issued pursuant to the Offer have not been and will not be registered under the relevant securities laws of any Restricted Jurisdiction. No prospectus in relation to the Hanover Bidco Shares has been, or will be, lodged with, or registered by, the FCA in the United Kingdom. Accordingly, the Hanover Bidco Shares are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (absent registration under relevant securities laws or pursuant to an exemption, if available, from any applicable registration requirements and otherwise in compliance with all applicable laws).

The Hanover Bidco Shares are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, to the public in the Cayman Islands. For these purposes, the expression "public" does not include an exempted or ordinary non-resident company registered under the Companies Law (2020 Revision), or a foreign company registered under Part IX of that Law, or any such company acting as general partner of a partnership registered under the Exempted Limited Partnership Law (2018 Revision), or any director or officer of the same acting in such capacity.

Publication of this announcement

A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Hanover Bidco's website at www.hanoverinvestors.com and ClearStar's website at www.clearstar.net

The contents of Hanover Bidco's website and ClearStar's website are not incorporated into and do not form part of this announcement.

Time

All times shown in this announcement are London times, unless otherwise stated.

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September 18, 2020 11:52 ET (15:52 GMT)