Global Graphics Plc: Congra Software And Global Graphics Decide Not To Proceed With Scheme Of Arrangement

 
TIDMGLOG 
 
 
   JOINT PRESS RELEASE BY CONGRA SOFTWARE SÀRL & GLOBAL GRAPHICS PLC-- 
REGULATED & PRIVILEGED INFORMATION 
 
   Press release pursuant to Article 8 --1 of the Belgian Royal Decree of 
27 April 2007 on takeover bids (the "Belgian Takeover Decree") 
 
   THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN 
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF THAT JURISDICTION. 
 
   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF 
ARTICLE 7 OF REGULATION (EU) NO 596/2014 ON MARKET ABUSE REGULATION 
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE 
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE 
PURPOSES OF MAR. 
 
   CONGRA SOFTWARE AND GLOBAL GRAPHICS DECIDE NOT TO PROCEED WITH SCHEME OF 
ARRANGEMENT. CONGRA SOFTWARE ENTERS INTO AGREEMENTS TO ACQUIRE AN 
INITIAL 17.04% PERCENT (APPROXIMATELY) OF THE VOTING RIGHTS IN THE SHARE 
CAPITAL OF GLOBAL GRAPHICS AT A PRICE OF EUR 4.25 PER SHARE AND, UPON 
COMPLETION, WILL LAUNCH A MANDATORY OFFER FOR THE REMAINING ISSUED SHARE 
CAPITAL OF GLOBAL GRAPHICS 
 
   Cambridge, U.K. & Belgium 13 November 2018 (08:00 CET) 
 
   Global Graphics PLC (Euronext: GLOG) ("Global Graphics") and Congra 
Software Sàrl ("Congra") have decided not to proceed with the 
scheme of arrangement announced on 5 October 2018 (the "Scheme"). Congra 
has instead entered into two agreements on 12 November 2018 to acquire 
the issued shares in Global Graphics which are held respectively by 
Clema Capital Sàrl (i.e. 1,517,171 shares, representing 13.10% of 
the voting rights of Global Graphics (approximately)) and Mr. Johan 
Volckaerts (i.e. 455,897 shares, representing 3.94% of the voting rights 
in Global Graphics (approximately)) (totalling 1,973,068 shares and 
representing 17.04% of the voting rights in Global Graphics 
(approximately)) (together the "Acquisitions"). The Acquisitions relate 
to a total of 1,973,068 issued shares in Global Graphics (representing a 
17.04% of the voting rights in Global Graphics (approximately)) for an 
aggregate consideration of EUR 8,385,539.00. 
 
   The purchase price payable by Congra for these Acquisitions is EUR 4.25 
per Global Graphics share, representing a premium of 11.47% to the 
30-day volume-weighted average trading price of the Global Graphics 
shares on Euronext Brussels, for the 30-day period ending on 5 October 
2018 (i.e. the date of the announcement of the Scheme (1) ), and 13.5% 
to the three-month average closing share price of Global Graphics for 
the three-month period ending on 5 October 2018. The purchase price for 
the Acquisitions will be payable by Congra in cash. 
 
   The completion of each Acquisition is expected to take place on or 
around 26 November 2018. 
 
   As Global Graphics is a company with its registered office in England 
and Wales that is only admitted to trading on Euronext Brussels, the 
shared jurisdiction rules pursuant to article 4 of the E.U. Directive 
2004/25/EC of 21 April 2004 on Takeover Bids (the "Takeover Directive") 
apply. Accordingly, the mandatory offer will fall under the shared 
jurisdiction of the U.K. Panel on Takeovers and Mergers in the UK (the 
"UK Takeover Panel") and the FSMA in Belgium, who will jointly regulate 
this transaction (as more fully described below). 
 
   Congra is affiliated with Powergraph BVBA ("Powergraph"). Both companies 
are co-controlled by Mr. Guido Van der Schueren.(2) Powergraph currently 
holds 1,640,000 shares in Global Graphics, representing 14.17% of the 
voting rights (approximately). 
 
   Under the UK City Code on Takeovers and Mergers (the "UK Takeover Code") 
Congra and Powergraph are considered to be "acting in concert" and, as a 
consequence of Congra entering into the agreements in connection with 
the Acquisitions, are considered together to be interested in more than 
30% of the issued share capital of Global Graphics. Accordingly, Congra 
has incurred an obligation under the UK Takeover Code to make a general 
offer for the rest of the issued share capital of Global Graphics. 
 
   The offer will be a mandatory offer under the Takeover Directive. 
 
   Congra has notified both the UK Takeover Panel and FSMA of its intention 
to make the mandatory offer upon completion of the Acquisitions and will 
make all required filings shortly after completion of the Acquisitions 
in accordance with its legal obligations. 
 
   The UK Takeover Code will apply to the mandatory offer in respect of 
matters relating to the information to be provided to the employees of 
Global Graphics and matters relating to UK company law (in particular 
the percentage of voting rights which confers control and any derogation 
from the obligation to launch an offer, as well as the conditions under 
which the board of Global Graphics may undertake any action which might 
result in the frustration of an offer) ("employee information and 
company law matters"). Such employee information and company law matters 
will be administered by the UK Takeover Panel. 
 
   The Belgian Takeover Decree will apply in relation to matters relating 
to the consideration offered (in particular the price) and matters 
relating to the offer procedure (in particular the information on 
Congra's decision to make an offer, the contents of the offer document 
and the disclosure of the offer) ("consideration and procedural 
matters"). Such consideration and procedural matters will be 
administered by FSMA. 
 
   Congra will make the mandatory offer at a price of EUR 4.25 per Global 
Graphics share, which is the same price as the purchase price for the 
Acquisitions. In accordance with applicable Belgian market regulations, 
the mandatory offer will be unconditional. 
 
   If relevant squeeze-out conditions are met, Congra intends to launch a 
squeeze-out process to compulsorily acquire all the remaining issued 
shares in Global Graphics that are not owned by Congra (or its concert 
parties/associates) at that time. 
 
   The views of the Global Graphics board on the terms of the mandatory 
offer will be made available to the Global Graphics shareholders in 
accordance with applicable Belgian rules. 
 
   Further information 
 
   This announcement is for information purposes only. It is not intended 
to, and does not, constitute or form part of any offer or invitation to 
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, 
any securities or the solicitation of any vote or approval in any 
jurisdiction. 
 
   This announcement does not constitute a prospectus or a prospectus 
equivalent document. 
 
   The release, publication or distribution of this announcement in 
jurisdictions other than the United Kingdom or Belgium may be restricted 
by law and therefore any persons who are not resident in the United 
Kingdom or Belgium who are subject to the laws of any jurisdiction other 
than the United Kingdom or Belgium (including any jurisdiction where 
local laws or regulations may result in a significant risk of civil, 
regulatory or criminal exposure if information concerning Global 
Graphics or Congra or the transactions described in this press release 
is sent or made available to Global Graphics shareholders in that 
jurisdiction should inform themselves about, and observe, any applicable 
legal or regulatory requirements). Any failure to comply with applicable 
legal or regulatory requirements of any jurisdiction may constitute a 
violation of securities laws in that jurisdiction. To the fullest extent 
permitted by applicable law, Global Graphics and Congra disclaim any 
responsibility or liability for the violation of such restrictions by 
any person. 
 
   Enquiries 
 
   For Global Graphics 
 
 
 
 
Jill Taylor                            Graeme Huttley 
Corporate Communications Director      Chief Financial Officer 
Tel: [phone]                Tel: [phone] 
Email: [e-mail]  Email: 
                                       [e-mail] 
-------------------------------------  --------------------------------------- 
 
 
   For Congra 
 
 
 
 
Mr. Joachim Van Hemelen 
CFO 
'[e-mail]' 
[phone] 
 
 
   About Congra 
 
   Congra is a holding company which, through its subsidiaries, develops 
and sells enterprise software for the graphics arts industry. The 
operating subsidiaries trade primarily under the name of HYBRID Software 
(https://www.hybridsoftware.com), selling their solutions including 
Cloudflow and Packz. Mr. Guido Van der Schueren is the controlling 
shareholder of Congra and has been Chairman of Global Graphics since May 
2014. 
 
   About Global Graphics 
 
   Through its operating subsidiaries, Global Graphics PLC 
https://www.globenewswire.com/Tracker?data=fOoQ0EkQEyo2ubUemRLaf7v4a3M6XPyoeCTm9_PBXmUwyG84rPYN1o-SLsV8jABtEGfomBeAhTSG6m0BLN0GBplYUWk_2twot_priVtZevM= 
(Euronext Brussels: GLOG) is a leading developer of platforms for 
digital inkjet printing and type design and development. Customers for 
digital inkjet technology include press manufacturers such as HP, Canon, 
Durst, Roland, Hymmen and Mark Andy.  Those for font design include 
numerous international brands, from manufacturers such as Mercedes Benz 
and Siemens, to digital media and epublishing companies. 
 
   Global Graphics PLC is headquartered in Cambridge UK.  Its subsidiary 
companies are printing software developers Global Graphics Software 
https://www.globenewswire.com/Tracker?data=fOoQ0EkQEyo2ubUemRLaf2KixbsqDlWYH3ybTpM0JVMNyFc3WjOmLBJ9hjxWJC8YBidY-ScCGX4NrGjWuS1NlYHFwQNe4EpzvuDVoYzUbEsxPRk0-uyD_LUyBVxK5Mp8gN1GcJLMIBKa3110N5Zs6A== 
; the type foundry, URW Type Foundry 
https://www.globenewswire.com/Tracker?data=4sDvvUJtmIoj6_8roPs4taOJc2POo7jlcBjIG_I26jxQsvcL8gdGUQWKGMdMgn6gO9cwh3IfJL3BjyQz-pk54h5HwnZtpbEG0bH1K26By2k= 
, and the industrial printhead driver solutions specialists, Meteor 
Inkjet 

https://www.globenewswire.com/Tracker?data=w7MouHNTvw98FM6rEHGJzAOPyzn5j2lwoe22SDlYPSI1MzRq6lFewlE_Z71lZ7ToXxLAafFWfmJzUgDeQYI9h8otdDuKl_u6LMVfva_C-xc= 
. 
 
   (1) For the calculation of this 30-day average, 5 October 2018 (i.e. the 
date of the announcement of the Scheme) is used as an end date in view 
of speculative purchases being made on the market since the announcement 
of the Scheme, artificially pushing up the prices of the shares. 
 
   (2) Mr. Van der Schueren owns 67.08% of Congra's share capital through 
Powergraph and the private foundation Graphicus Private Stichting 
("Graphicus"), an entity owned by Mr. Van der Schueren (with a minority 
stake owned by his children). Powergraph, in turn, is controlled by 
Graphicus (i.e. owning 1,985,274 shares in Powergraph, representing 
99.81% of the voting rights in Powergraph (approximately)). 
 
 
 
 

(END) Dow Jones Newswires

November 13, 2018 02:00 ET (07:00 GMT)

Copyright (c) 2018 Dow Jones & Company, Inc.