CIP.L Regulatory News (CIP)

The following amendments have been made to the 'Response to Possible Offer from CFE' announcement released on 27 January 2021 at 07:00 under RNS No 9841M.

The Company has deleted the statement that there can be no certainty as to the terms on which an offer might be made by CFE.

All other details remain unchanged.

The full amended text is shown below.

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 IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND, ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. 

For immediate release

27 January 2021

CIP MERCHANT CAPITAL LIMITED

("CIP Merchant Capital", "CIP" or the "Company")

Response to Possible Offer from CFE

The Board of CIP (the "Board") notes the announcement made yesterday by Corporation Financière Européenne S.A. on behalf of funds or vehicles which are managed or advised by it ("CFE") pursuant to Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") stating that, inter alia, it is considering a possible all-cash offer for the issued and to be issued share capital of CIP at a price of 50 pence per ordinary share of no par value in CIP ("Ordinary Shares") (the "Possible Offer").

The Board confirms that CFE made an initial approach to the Company in a letter dated 28 September 2020, and a subsequent approach on 2 December 2020, in relation to the Possible Offer. The Board unequivocally rejected the Possible Offer on both occasions.

The Board notes that the Possible Offer is at a discount to the closing mid market price of CIP's Ordinary Shares on 26 January 2021 and a significant discount to CIP's latest unaudited net asset value of 78.05 pence per Ordinary Share, as at 22 January 2021.

The Board, cognisant of its responsibilities to maximise value for all of the Company's shareholders, will give due consideration to the terms of the Possible Offer.

Accordingly, shareholders are strongly advised to take no action at this time and a further announcement will be made in due course as appropriate. There can be no certainty that a firm offer will be made.

Following the announcement by CFE, the Company is now considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements listed below will apply.

In accordance with Rule 2.6(a) of the Code, CFE is required, by not later than 5.00 p.m. (London time) on 23 February 2021, being 28 days after the date of CFE's announcement of its Possible Offer, to announce a firm intention to make an offer for the Ordinary Shares of CIP in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This announcement has been made without the consent of CFE.

For further information, please contact:

Additional information

Rule 2.9

In accordance with Rule 2.9 of the Code, CFE confirms that as at the date of this announcement, its issued share capital consists of 55,000,000 Ordinary Shares each of which is admitted to trading on AIM. The International Securities Identification Number for CIP's Ordinary Shares is GG00BF8NW879.

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 28 January 2021. 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.

Disclosure requirements of 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 securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 p.m. (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 securities exchange 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.