CIU.L Regulatory News (CIU)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION 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

25 September 2017

RECOMMENDED CASH OFFER

for

CAPE PLC

by

ALTRAD UK LIMITED, a wholly-owned subsidiary ofALTRAD INVESTMENT AUTHORITY SAS

UPDATE AS TO LEVEL OF ACCEPTANCES ANDINITIATION OF COMPULSORY ACQUISITION PROCEDURE

Introduction

On 8 September 2017, Altrad Investment Authority SAS ("Altrad") announced that the recommended cash offer for Cape by Altrad, through its wholly-owned subsidiary, Altrad UK Limited ("Altrad Bidco"), pursuant to which Altrad Bidco would acquire the entire issued and to be issued ordinary share capital of Cape (which does not include the IDC Scheme Share) (the "Offer") had become unconditional in all respects and would remain open until further notice.

The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document (the "Offer Document") dated 1 August 2017.

Defined terms used but not defined in this announcement have the same meanings as given to them in the Offer Document.

Level of Acceptances

As at 1.00 p.m. (London Time) on 22 September 2017, being the last Business Day prior to the date of this announcement, Altrad Bidco had received valid acceptances in respect of a total of 117,346,921 Cape Shares, representing, in aggregate, approximately 95.85 per cent. of the existing issued ordinary share capital of Cape.

The percentages of Cape Shares referred to in this announcement are based upon the figure of 122,425,334 Cape Shares in issue on 22 September 2017.

Initiation of Compulsory Acquisition Procedure

Altrad now announces that, as it has, by virtue of acceptances of the Offer, acquired or unconditionally contracted to acquire not less than 90 per cent. in nominal value of the Cape Shares to which the Offer relates, pursuant to the provisions of Articles 117 and 118 of the Companies (Jersey) Law 1991 (the "Jersey Companies Law"), Altrad Bidco is now entitled to acquire compulsorily all the remaining Cape Shares for which acceptances have not yet been received.

Accordingly, Altrad further announces that Altrad Bidco has today despatched formal notices pursuant to Article 117(1) of the Jersey Companies Law (the "Compulsory Acquisition Notices") to Cape Shareholders who have not yet accepted the Offer or whose acceptances were not valid for any reason. These notices set out Altrad Bidco's intention to apply the provisions of Articles 117 and 118 of the Jersey Companies Law to acquire compulsorily any remaining Cape Shares in respect of which the Offer has not been accepted on the same terms as the Offer. It is expected that the transfer of such remaining Cape Shares in accordance with the Compulsory Acquisition Notices will take place on 6 November 2017, being six weeks from the date of the Compulsory Acquisition Notices.

On the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 6 November 2017, the Cape Shares held by those Cape Shareholders who have not accepted the Offer will be acquired compulsorily by Altrad Bidco on the same terms as the Offer. The consideration to which those Cape Shareholders will be entitled will be held by Cape as trustee on behalf of those Cape Shareholders who have not accepted the Offer and they will be requested to reclaim their consideration by writing to Computershare at the end of the six week period.

Action to Be Taken

Notwithstanding that the compulsory acquisition procedure referred to above has commenced, Cape Shareholders who have not yet accepted the Offer and who wish to do so may still take action to accept the Offer.

· To accept the Offer in respect of Cape Shares held in certificated form (that is, not in CREST), Cape Shareholders should complete and return the Form of Acceptance in accordance with the procedure set out in the Offer Document.

· To accept the Offer in respect of the shares held in uncertificated form (that is, shares held in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf in accordance with the procedure set out in the Offer Document. 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 Cape Shares.

The Offer Document and a specimen Form of Acceptance are available on Altrad's website at http://www.altrad.com/gb/group-altrad-investors/recommended-offer-for-cape. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Computershare, on 0370 707 1011 (from within the UK) or on +44 370 707 1011 (if calling from outside the UK) with an address to which the hard copy may be sent. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding UK public holidays). 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. 

Enquiries:

Important notice

BNP Paribas ("BNP Paribas") is incorporated in France with limited liability under registration no. 662 042 449 RCS Paris and has its registered office at 16 Boulevard des Italiens, 75009 Paris, France. BNP Paribas is lead supervised by the European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR"). BNP Paribas, London Branch is registered in England and Wales under no. FC13447 and has its registered office at 10 Harewood Avenue, London NW1 6AA. BNP Paribas, London Branch is authorised by the ECB, the ACPR and the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and Prudential Regulation Authority for activities carried out in and from the United Kingdom. Details about the extent of such authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request.

Please note that BNP Paribas is acting exclusively for Altrad and Altrad Bidco and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Altrad and Altrad Bidco for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the subject matter of this announcement.

Further information

This announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document (if applicable), which contain the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Cape Shareholders are advised to read the Offer Document and the Form of Acceptance accompanying the Offer Document (if applicable) carefully.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and Jersey and the ability of Cape Shareholders who are not resident in the United Kingdom or Jersey to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and Jersey or Cape Shareholders who are not resident in the United Kingdom or Jersey will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Cape Shareholders are contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom and Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.