TIDMCIP
RNS Number : 8622G
CIP Merchant Capital Ltd
01 April 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
(INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION .
For immediate release
1 April 2022
CIP MERCHANT CAPITAL LIMITED
("CIP" or the "Company")
Update re Final Offer from CFE
The Board of CIP (the "Board") notes the announcement made by
Corporation Financière Européenne S.A. ("CFE") published earlier
today declaring its final, mandatory cash offer for the Ordinary
Shares in CIP not already held by CFE (or any persons acting in
concert with it) at a price of 60 pence per Ordinary Share to be
wholly unconditional.
Pursuant to Rule 9 of the Code, the only condition to the Final
Offer by CFE, announced on 16 March 2022, was that valid
acceptances were received by CFE which, together with Ordinary
Shares acquired or agreed to be acquired by CFE (or any person
acting in concert with CFE) before or during the offer period,
would result in CFE holding Ordinary Shares carrying, in aggregate,
more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of CIP.
As at 1.00 p.m. on 31 March 2022, CFE either owned, or was
interested in or had received valid acceptances in respect of, a
total of 29,462,207 Ordinary Shares (representing 53.56 per cent.
of CIP's issued ordinary share capital), which CFE may count
towards the satisfaction of the acceptance condition set out in its
Original Offer Document. Accordingly, the sole condition to the
Final Offer has now been satisfied and the Final Offer is
unconditional in all respects.
The Board notes that CFE has stated that the Final Offer has
been extended and will remain open for acceptance until the final
closing date, being 1.00 p.m. on 15 April 2022.
The Board notes that, as at the time of CFE's announcement
earlier today, the current level of CFE's holding of Ordinary
Shares, combined with the Ordinary Shares in respect of which
acceptances in relation to the Final Offer have been received, was
not sufficient for CFE unilaterally to seek to effect a
cancellation of the Company's Ordinary Shares from trading on AIM
as part of the Final Offer.
The Board remains of the view that the Final Offer undervalued
CIP's current investment portfolio and the Company as a whole and
accordingly the Board's recommendation to Shareholders to reject
the Final Offer remains unchanged .
The Board's Final Response Circular setting out its rationale
for rejecting the Final Offer is available on the Company's website
at: www.cipmerchantcapital.com .
As the Final Offer has now been declared unconditional in all
respects, the Board will seek to liaise with CFE to discuss CFE's
intentions in relation to the Company's strategy, the continued
quotation of the Company's Ordinary Shares on AIM and the
composition of its Board of directors. In addition, the Board will
seek to discuss CFE's intentions with respect to the Company's
investment manager, in light of its indication that it will seek to
replace the Company's investment manager in its Original Offer
Document of 18 March 2022.
Unless otherwise defined, terms used in this announcement shall
have the same meanings as those set out in the Company's
announcement of 23 March 2022.
Enquiries :
CIP Merchant Capital Limited
Wikus van Schalkwyk +44 1481 749363
Strand Hanson Limited
(Financial & Nominated Adviser and Broker)
Stuart Faulkner / Matthew Chandler / James Bellman
/ Rob Patrick +44 20 7409 3494
Additional information
The information contained in this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 (which applies in the United Kingdom
by operation of the European Union (Withdrawal) Act 2018 (as
amended)). The person responsible for arranging release of this
announcement on behalf of CIP is Adrian Collins.
Strand Hanson Limited ("Strand Hanson"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser, nominated adviser and
broker to CIP and no-one else in relation to the Final Offer and/or
other matters described in this announcement and will not be
responsible to anyone other than CIP for providing the protections
afforded to clients of Strand Hanson nor for providing advice in
relation to the Final Offer, the contents of this announcement or
any other matter referred to herein. Neither Strand Hanson nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Strand Hanson in connection
with the Final Offer, this announcement, any statement contained
herein or otherwise.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available on CIP's website at:
www.cipmerchantcapital.com (subject to certain restrictions
relating to persons resident in restricted jurisdictions) by no
later than 12 noon (London time) on 4 April 2022. For the avoidance
of doubt, the content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Availability of hard copies
Shareholders may request hard copies of any document published
on the Company's website in connection with the Final Offer by
contacting the Company's registrar at: Computershare Investor
Services (Guernsey) Limited, 13 Castle Street, St Helier, Jersey
JE1 1ES (telephone number: +44 (0)370 707 4040 or email:
info@computershare.co.je) . Shareholders may also request that all
future documents, announcements and information to be sent to them
in relation to the Final Offer should be in hard copy form.
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END
OUPUAOKRUSUOOAR
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April 01, 2022 02:30 ET (06:30 GMT)
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