TIDMCHTR
RNS Number : 1025V
Charter International PLC
06 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
6 January 2012
Results of the Colfax General Meeting
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").
Charter notes that Colfax announced yesterday (the "Colfax
Announcement") the approval at the Colfax General Meeting of the
issuance of up to 20,832,469 shares of Colfax common stock to
Charter Shareholders as part of the consideration for the
Acquisition. In addition, Charter notes that the issuance of shares
pursuant to the Equity Capital Raising undertaken by Colfax for
purposes of funding in-part the Acquisition, was also approved at
the Colfax General Meeting.
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.
Timetable
The timetable below sets out the expected dates for
implementation of the Acquisition (some of which are
indicative).
Expected Timetable of Principal Events
Time and/or
date(1)
--------------------------------------------------- --------------------
Latest time for return of Forms of Election 1.00 p.m. on
or submission of valid TTE instructions in 10 January 2012(2)
CREST
--------------------------------------------------- --------------------
Suspension of listing of, and dealings, settlement 7.30 a.m. on
and transfers in, 11 January 2012
Charter Shares
--------------------------------------------------- --------------------
Reorganisation Record Time 6.00 p.m. on
11 January 2012
--------------------------------------------------- --------------------
Scheme Record Time 6.30 p.m. on
11 January 2012
--------------------------------------------------- --------------------
Court Hearing to sanction the Scheme and confirm 12 January 2012
the Capital Reduction
--------------------------------------------------- --------------------
Effective Date 13 January 2012
--------------------------------------------------- --------------------
Cancellation of listing of Charter Shares 8.00 a.m. on
13 January 2012
--------------------------------------------------- --------------------
New Colfax Shares issued, and listed on the on 27 January
New York Stock Exchange 2012 prior to
and crediting of Colfax CDIs in CREST accounts 8.00 a.m.(3)
--------------------------------------------------- --------------------
Latest date for despatch of Offer Consideration 27 January 2012
--------------------------------------------------- --------------------
Long Stop Date 30 March 2012
--------------------------------------------------- --------------------
A copy of this announcement is available to view on Charter's
website at
http://www.charter.ie/chtr_int/investors/recommended-acquisition/.
__________________________________________________________________________________________
(1) All times shown in this document are Jersey times unless
otherwise stated. Some dates are indicative only and will depend,
inter alia, on the dates upon which the Court sanctions the Scheme
and whether the Conditions are satisfied or waived. IF THE EXPECTED
DATE OF THE COURT HEARING TO SANCTION THE SCHEME OR ANY OTHER KEY
DATE IS CHANGED, CHARTER WILL GIVE NOTICE OF THIS CHANGE BY ISSUING
AN ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE.
(2) Or such earlier or later time and date (if any) as Charter
and Colfax may announce via a Regulatory Information Service.
(3) Eastern Standard Time.
Enquiries
Brunswick Group LLP +44 (0)20 7404 5959
Jonathan Glass
Nina Coad
Goldman Sachs International +44 (0)20 7774 1000
Dominic Lee
Adrian Beidas
J.P. Morgan Cazenove +44 (0)20 7588 2828
Edmund Byers
Robert Constant
RBS Corporate Finance Limited +44 (0)20 7678 8000
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 +44 (0)20
7638 0129.
510502468
This information is provided by RNS
The company news service from the London Stock Exchange
END
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