Offer Document Posted


 

TIDMSGL 
 
RNS Number : 6451Q 
Summit Germany Limited 
16 April 2009 
 

FOR IMMEDIATE RELEASE 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM CANADA OR JAPAN OR 
ANY OTHER RESTRICTED JURISDICTION 
 
 
16 April 2009 
 
 
MANDATORY CASH OFFER 
by 
UNIFINTER ADMINISTRATIEKANTOOR B.V. 
for the entire issued share capital of 
SUMMIT GERMANY LIMITED 
 
 
Posting of Offer Document 
 
 
 
 
Unifinter Administratiekantoor B.V. (the "Offeror") announced on 7 April 2009 a 
mandatory cash offer (the "Offer") for the entire issued share capital of Summit 
Germany Limited ("Summit"') not already owned by the Offeror. The Offer Document 
and the Form of Acceptance, which set out the full details and terms of the 
Offer, were posted to Summit Shareholders yesterday. There is no minimum 
acceptance condition or any conditions precedent to the Offer. The Offer is 
unconditional in all respects. 
 
If you hold your Summit Shares in certificated form (that is, not in CREST), to 
accept the Offer you should complete, sign and return the Form of Acceptance 
(together with your share certificate(s) and any other documents of title) as 
soon as possible and, in any event, so as to be received by no later than 1.00 
p.m. (London time) on 6 May 2009 by Capita Registrars Corporate Actions, The 
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom. 
 
 
If you hold your Summit Shares in uncertificated form (that is, in CREST), to 
accept the Offer you should follow the procedure for Electronic Acceptance 
through CREST so that the TTE Instruction settles as soon as possible and, in 
any event, no later than 1.00 p.m. (London time) on 6 May 2009. If you are a 
CREST sponsored member, you should refer to your CREST sponsor before taking any 
action as only your CREST sponsor will be able to send the necessary TTE 
Instructions to Euroclear in relation to your Summit Shares. 
 
Copies of the Offer Document, the Form of Acceptance and other documents on 
display for the purposes of the Offer are available for inspection during normal 
business hours on any business day at the offices of Norton Rose LLP, 3 More 
London Riverside, London SE1 2AQ throughout the period during which the Offer 
remains open for acceptance. Additional Forms of Acceptance are available from 
Capita Registrars by telephoning 0871 664 0321 (if telephoning within the UK) or 
+44 20 8639 3399 (if telephoning from outside the UK). A copy of the Offer 
Document is also available on Summit's website at www.summitgermany.co.uk. 
 
 
Terms used in this announcement have the same meaning given to them in the Offer 
Document. 
 
 
 
 
Enquiries: 
 
 
Offeror Telephone:+972-54-7709170 
Zohar Levy 
 
 
Summit                                              Telephone:    +44 (0)7802 
440 714 
 John Lamb 
 
 
Fairfax I.S. PLC (financial adviser to Summit)    Telephone:    +44 (0)20 7598 
5368 
 Jeremy Porter 
 
 
This announcement is not intended to be and does not constitute, or form any 
part of, an offer to sell or the solicitation of an offer to subscribe for or 
buy any securities, nor shall there be any sale, issue or transfer of the 
securities referred to in this announcement in or into any jurisdiction in 
contravention of any applicable law. The Offer will be made solely by means of 
the Offer Document and, in the case of certificated Summit Shares, the Form of 
Acceptance accompanying the Offer Document. 
 
 
Unless otherwise determined by Offeror, the Offer will not be made, directly or 
indirectly, in or into, or by the use of mails or by any means or 
instrumentality (including, without limitation, by means of telephone, 
facsimile, email, internet or other forms of electronic communication) of 
interstate or foreign commerce of, or any facility of a national state or other 
securities exchange of, Canada or Japan or any other Restricted Jurisdiction and 
the Offer will not be capable of acceptance by any such use, instrumentality or 
facility or from within those jurisdictions. Accordingly, copies of this 
announcement and formal documentation relating to the Offer are not being, and 
must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, 
distributed, sent or accessed in or into or from Canada or Japan or any other 
Restricted Jurisdiction where to do so would breach the laws of the relevant 
jurisdiction. Persons receiving this announcement (including without limitation 
custodians, nominees and trustees) should observe these restrictions and must 
not mail or otherwise forward, transmit, distribute or send it in or into or 
from Canada or Japan or any other Restricted Jurisdiction. Doing so may render 
invalid any purported acceptance of the Offer. 
 
 
The availability of the Offer to persons who are not resident in and citizens of 
the United Kingdom may be affected by the laws of the relevant jurisdictions in 
which they are located or of which they are citizens. Such persons should inform 
themselves of, and observe any, applicable legal or regulatory requirements of 
their jurisdictions. Further details in relation to overseas shareholders will 
be contained in the Offer Document. 
 
 
Fairfax, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Summit and no-one else 
in connection with the Offer and will not be responsible to anyone other than 
Summit for providing the protections afforded to clients of Fairfax or for 
providing advice in relation to the Offer or any other matter referred to in 
this announcement. 
 
 
 
Dealing disclosure requirements 
 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in, one per cent or more of any class of 
"relevant securities" of Summit, all "dealings" in any "relevant securities" of 
that company (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") must be publicly disclosed by not 
later than 3.30pm (London time) on the London business day following the date of 
the relevant transaction. This requirement will continue until the date on which 
the Offer becomes, or is declared, unconditional as to acceptances or lapses or 
is otherwise withdrawn or on which the "offer period" otherwise ends. If two or 
more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an "interest" in "relevant securities" of Summit, 
they will be deemed to be a single person for the purpose of Rule 8.3 of the 
Code. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Summit by the Offeror or Summit, or by any of their respective 
"associates" must also be disclosed by no later than 12.00 (London time) on the 
London business day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a dealing under Rule 8, please consult the Panel's website at 
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20 
7638 0129; fax number +44(0)20 7236 7013. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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