TIDMCBRA
RNS Number : 4226I
ALTO Intermediary Group Ltd
25 July 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 of the relevant laws or
regulations of such jurisdiction.
Embargoed until 7.00 am 25 July 2012
RECOMMENDED CASH offer by
ALTO INTERMEDIARY GROUP LIMITED
FOR
COBRA Holdings PLC
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
On 29 June 2012, Alto announced a recommended cash offer for the
entire issued and to be issued share capital of COBRA.
The full terms and conditions of the Offer and the procedure for
acceptance were set out in the Offer Document dated and posted to
COBRA Shareholders on 3 July 2012 (the "Offer Document").
Offer Unconditional in all respects
Alto is pleased to announce that each of the conditions to the
Offer, as set out in the Offer Document, have been satisfied or
waived and accordingly the Offer is now declared unconditional in
all respects. This includes the passing of the Ordinary Resolution
relating to the arrangements with David Stanley.
The Offer will remain open for acceptances until further notice
and remains subject to the terms set out in the Offer Document. At
least 14 days notice will be given by an announcement before the
Offer is closed.
Level of Acceptances
As at 1.00 p.m. (London time) on 24 July 2012, Alto had received
valid acceptances from COBRA Shareholders in respect of 35,664,001
COBRA Shares, representing approximately 98.05 per cent. of the
existing issued ordinary share capital of COBRA all of which Alto
may count towards the satisfaction of its acceptance condition.
Prior to making the Offer, Alto obtained irrevocable
undertakings to accept, or procure the acceptance of, the Offer
from certain COBRA Shareholders in respect of 33,089,241 COBRA
Shares, representing approximately 90.97 per cent. of the existing
issued share capital of COBRA. These irrevocable undertakings
include those received by Stephen Burrows, Dominic Wainford and
David Stanley, the current directors of Alto, who have an interest
in 8,717,582, 2,507,624 and 500 COBRA Shares respectively,
(representing 23.97 per cent., 6.89 per cent. and 0.001 per cent.
of COBRA's existing issued share capital respectively), totalling
in aggregate 11,225,706 COBRA Shares representing 30.86 per cent.
of the existing issued share capital of COBRA.
As at 1.00 p.m. (London time) on 24 July 2012, valid acceptances
had been received in respect of 33,089,241 COBRA Shares, which were
the subject of irrevocable undertakings, representing 90.97 per
cent. of the existing issued share capital of COBRA.
Mr Howard Collins who signed an irrevocable undertaking to
accept Offer Shares in respect of his 59,000 COBRA Shares
(representing 0.16 per cent. of the issued share capital of COBRA)
has notified Alto that he has accepted the Offer in respect of cash
rather than Offer Shares as detailed in his irrevocable
undertaking. Mr Collins has informed Alto that his COBRA Shares are
held in his SIPP and he has been advised that his SIPP is unable to
hold the Offer Shares as they are unlisted. Mr Collins is in the
process of changing his SIPP to one that can hold unlisted shares.
Mr Collins has agreed to subscribe for 59,000 B Shares using all of
the cash that he received under the Offer, as soon as his new SIPP
is able to hold unlisted securities.
Shareholders who have not yet accepted the Offer are encouraged
to do so without delay.
The full terms and conditions of the Offer and the procedure for
acceptance were set out in the Offer Document dated and posted to
COBRA shareholders on 3 July 2012.
In order to accept the Offer, COBRA Shareholders who hold their
COBRA Shares in certificated form (that is, not in CREST) should
complete, in accordance with the instructions printed on it, sign
and return the Form of Acceptance (together with their share
certificate(s) and any other documents of title) as soon as
possible by SLC Registrars, Thames House, Portsmouth Road, Esher,
Surrey, KT10 9AD. The procedure for acceptance of the Offer in
respect of certificated COBRA Shares is set out in paragraph 16(a)
of the letter from Alto which forms Part II of the Offer Document
and Appendix I to the Offer Document and in the Form of
Acceptance.
In order to accept the Offer, COBRA Shareholders who hold their
COBRA Shares in uncertificated form (that is, in CREST), should
make their acceptance electronically through CREST so that the TTE
instruction(s) settles as soon as possible. If you are a CREST
sponsored member you should refer to your CREST sponsor before
taking any action. Only your CREST sponsor will be able to send the
TTE Instruction(s) to Euroclear in relation to your COBRA Shares in
uncertificated form. The procedure for acceptance of the Offer in
respect of uncertificated COBRA Shares is set out in paragraph
16(b) of the letter from Alto which forms Part II of Offer Document
and Appendix I to the Offer Document.
Settlement of consideration
Settlement of the relevant consideration due under the Offer
will be despatched on or before 7 August 2012 in respect of COBRA
Shares for which acceptances of the Offer, valid in all respects,
have already been received. In the case of valid acceptances
received, complete in all respects, after today's date and while
the Offer remains open for acceptance, within 14 days of receipt of
such acceptance.
Compulsory Acquisition Notices, Delisting and Cancellation of
trading in COBRA Shares
As set out above as at 1.00 p.m. on 24 July 2012 Alto had
received valid acceptances in respect of, in aggregate 35,664,001
COBRA Shares, representing approximately 98.05 per cent. of the
existing issued share capital of COBRA. Accordingly, compulsorily
acquisition notices will be despatched in due course to COBRA
Shareholders who have not accepted the Offer.
As announced by COBRA on 19 July 2012, COBRA has notified the
London Stock Exchange pursuant to Rule 41 of the AIM Rules of its
intention to cancel the admission of COBRA's Shares to trading on
AIM. The AIM cancellation will be effective at 7.00 am on 30 July
2012.
Further Information
The expressions used in this announcement, unless the context
otherwise requires, bear the same meaning as in the Offer Document
dated 3 July 2012. Capitalised terms used but not defined in this
announcement have the same meaning as given to them in the Offer
Document.
Enquiries
Alto Intermediary Group Limited Tel: 020 7204
0014
Steve Burrows
BDO LLP, Financial Adviser to Alto Tel: 020 7486
5888
John Stephan
Paul Smith
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Alto, as financial adviser in relation to the Offer, and is not
acting for or advising any other person and accordingly will not be
responsible to any other person other than Alto for providing the
protections afforded to the clients of BDO LLP or for providing
advice in relation to the contents of this Announcement or any
offer or arrangement referred to herein or in the Offer Document
and Form of Acceptance. Neither BDO LLP nor any of its affiliates
owns 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 BDO LLP
in connection with this Announcement, any statement contained
herein or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
buy or invitation to sell or the solicitation of an offer to
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise,
nor will there be any purchase or transfer of the securities
referred to in this Announcement in any jurisdiction in
contravention of applicable law or regulation. The Offer is being
made solely through the Offer Document and, in the case of
certificated COBRA Shares, the Form of Acceptance accompanying the
Offer Document, which contains the full terms and conditions of the
Offer, including details of how to accept the Offer. Any acceptance
or other response to the Offer should be made only on the basis of
the information in the Offer Document and, in the case of
certificated COBRA Shares, the Form of Acceptance.
The Offer is not being made directly or indirectly, and
securities of COBRA will not be accepted for purchase from or on
behalf of any COBRA Shareholder, in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or
would require any registration, approval or filing with any
regulatory authority not expressly contemplated by the terms of
this Announcement.
The availability of the Offer in, and the release, publication
or distribution of this Announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. Therefore
persons into whose possession this Announcement comes who are not
resident in the United Kingdom should inform themselves about, and
observe, any applicable restrictions. COBRA 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 may constitute a violation
of the securities laws of any such jurisdiction.
In particular the Offer will not be made, directly or
indirectly, in or into, or by the use of the mails or any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of any Restricted
Jurisdiction. Accordingly, except as required by applicable law,
copies of this Announcement are not being, and may not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving this Announcement
(including without limitation nominees, trustees or custodians)
must not forward, distribute or send it into any Restricted
Jurisdiction.
This Announcement has been prepared for the purposes of
complying with English law and the Code 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 of jurisdictions outside the United Kingdom.
The Offer Shares have not been, and will not be, listed on any
stock exchange or registered under the US Securities Act or under
the securities laws of any jurisdiction of the United States; the
relevant clearances have not been, nor will they be, obtained from
the securities commission of any province or territory of Canada;
no prospectus in relation to the Offer Shares has been, or will be,
lodged with, or registered by, the Australian Securities and
Investments Commission; and no steps have been, or will be, taken
to enable the Offer Shares to be offered in compliance with the
applicable securities laws of any state, province, territory or
jurisdiction of the United States, Canada, Australia or Japan or
any other country or jurisdiction outside the United Kingdom.
Accordingly, the Offer Shares are not being, nor (unless an
exemption under relevant securities laws is applicable) can they
be, offered, sold, resold or delivered, directly or indirectly, in
or into or from the United States, Canada, Australia or Japan or
any other jurisdiction if to do so would constitute a violation of
the relevant laws of, or require registration of them in, such
jurisdiction or to, or for the account or benefit of, any US person
or any resident, citizen or national of Canada, Australia or
Japan.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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