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SWORD Group (0MN5)

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Monday 06 January, 2014

SWORD Group

Sword Group : Recommended Cash Acquisition of ...

Sword Group : Recommended Cash Acquisition of Charteris Plc

6 January 2014

Recommended Cash Acquisition of

Charteris Plc

by

Sword Soft Limited
(a wholly owned subsidiary of Sword Group SE)

Offer unconditional in all respects

Introduction

On 15 November 2013 the boards of Charteris Plc (Charteris) and Sword Soft Limited (Sword) announced the terms of an offer to be made by Sword for the entire issued and to be issued share capital of Charteris (Offer).  The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Sword on 13 December 2013 (Offer Document).

The board of Sword is pleased to announce all of the conditions of the Offer have now been satisfied or waived and, accordingly, that the Offer is unconditional in all respects. 

The Offer will remain open for acceptances until further notice.

As at 3 p.m. on 3 January 2014 Sword had received valid acceptances of the Offer in respect of 48,537,343 Charteris Shares (representing approximately 96.58 per cent. of the issued share capital of Charteris).  None of these acceptances have been received from persons acting in concert with Sword and each of these acceptances will be counted towards the satisfaction of the acceptance condition under the Offer.

Prior to making the Offer, Sword obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain Charteris Shareholders in respect of 36,924,899 Charteris Shares, representing in aggregate approximately 73.48 per cent. of the issued share capital of Charteris.  In respect of the Charteris Shares which are the subject of irrevocable undertakings, Sword had at 3 p.m. on 3 January 2014 received valid acceptances in respect of 36,924,899 Charteris Shares, representing approximately 73.48 per cent. of the issued share capital of Charteris.

As Sword is now interested in more than 75 per cent. of the issued share capital of Charteris, Sword intends to procure that Charteris applies to AIM for the cancellation of trading in Charters shares on AIM.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Offer Document, a copy of which is available at www.charteris.com.

Offer deadline

The Offer, which remains subject to the other terms and conditions set out in the Offer Document, will remain open for acceptances until further notice. At least 14 days' notice will be given prior to the closing of the Offer to those Charteris Shareholders who have not then accepted the Offer. 

Charteris Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines:

·         If you hold your Charteris Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance, which accompanied the Offer Document, to the Receiving Agent as soon as possible.

·         If you hold Charteris Shares in uncertificated form (that is, in CREST), your electronic acceptance should be made and settled, in accordance with the instructions set out in the Offer Document, as soon as possible.

Settlement

Settlement of the consideration to which any Charteris Shareholder is entitled under the Offer will be effected, in the case of acceptances received complete in all respects by the date of this announcement within 14 calendar days of the date of this announcement.

The consideration due to the Charteris Shareholders who provide valid and complete acceptances under the Offer after the date of this announcement will be dispatched (or in the case of Charteris Shareholders uncertificated form, credited through CREST) within 14 days of the date on which such acceptances are received or, in the case of electronic acceptances, made.

Compulsory acquisition, cancellation of trading on AIM

As set out in the Offer Document, given that Sword has received sufficient acceptances under the Offer such that Sword holds not less than 75 per cent. of the voting rights of Charteris, Sword intends, subject to the requirements of the AIM Rules, to procure that Charteris makes an application to the London Stock Exchange for the cancellation of the admission to trading of Charteris Shares on AIM on 20 business days' notice.

Cancellation of the admission of Charteris Shares to trading on AIM would significantly reduce the liquidity and marketability of any Charteris Shares in respect of which acceptances of the Offer are not submitted and accordingly it is likely that the value of any such Charteris Shares would be significantly affected.

As set out in the Offer Document, as Sword has received acceptances of the Offer in respect of, or otherwise acquired, 90 per cent. or more of the voting rights attached to the Charteris Shares to which the Offer relates, Sword intends to exercise its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining Charteris Shares to which the Offer relates on the same terms as the Offer.

Procedure for acceptance of the Offer

To accept the Offer in respect of certificated Charteris Shares, the Form of Acceptance must be completed, signed, witnessed and returned together with a definitive share certificate(s) and/or other document(s) of title to Capita Asset Services at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible. The procedure for acceptance of the Offer in respect of certificated Charteris Shares is set out in Appendix 1 to the Offer Document and in the accompanying Form of Acceptance. 

To accept the Offer in respect of uncertificated Charteris Shares, acceptances should be made electronically through CREST so that the TTE Instruction settles as soon as possible. The procedure for acceptance of the Offer in respect of uncertificated Charteris Shares is set out in Appendix 1 to the Offer Document.

A Charteris Shareholder who has any questions about the Offer, or who is in any doubt as to how to complete the Form of Acceptance or make an Electronic Acceptance should contact Capita Asset Services on 0871 664 0321 from within the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Interest in Charteris Shares

As at 3 January 2014 (being the latest practicable date prior to the date of this announcement), neither Sword, nor any person acting in concert with Sword, is interested in, or has any rights to subscribe for any relevant securities of Charteris, or has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Charteris. For these purposes 'arrangement' includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Charteris and any borrowing or lending of any relevant securities of Charteris which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Charteris.

Further Information

Copies of the Offer Document and the Form of Acceptance are available (during normal business hours) from Capita Asset Services at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

ENQUIRIES

Enquiries

Sword
Jacques Mottard, Chairman +352 6211 88790
Phil Norgate +44(0) 7788 583088
Charteris
Steve Vaughan,

 Chairman
+44(0) 7917 406461
Beaumont Cornish Limited (Financial Adviser to Charteris)
Roland Cornish +44(0)20 7628 3396

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

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Offer has been made solely by means of the Offer Document and the Form of Acceptance (in respect of certificated Charteris Shares), which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

The Offer and the accompanying Form of Acceptance has not been and will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Neither this announcement, nor the Offer Document, nor the Form of Acceptance, nor any accompanying document constitutes an offer in any such jurisdiction and the Offer is not and will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within any such jurisdiction. Accordingly, neither this announcement, nor the Offer Document, nor the Form of Acceptance, nor any accompanying document are being, nor should be, mailed transmitted or otherwise distributed, in whole or in part, in or into or from any such jurisdiction. Doing so may render invalid any purported acceptance of the Offer.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. Charteris Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

All Charteris Shareholders (including, without limitation, nominees, trustees or custodians) who intend to forward this announcement and (if appropriate) the Offer Document or the Form of Acceptance or any other accompanying document to any jurisdiction outside the United Kingdom should read Appendix 1 to the Offer Document and seek appropriate advice before taking any action.

In accordance with Rule 30.4 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Charteris' website at www.charteris.com.




This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: SWORD Group via Globenewswire

HUG#1752766

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