CSLT.L Regulatory News (CSLT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

29 November 2011

RECOMMENDED CASH OFFER

by

OVAL (2245) LIMITED

for

COSALT PLC

POSTING OF OFFER DOCUMENT

On 25 November 2011, the Independent Cosalt Directors and the Oval Board announced that they had reached agreement on the terms of a recommended cash offer to be made by Oval for the entire issued and to be issued ordinary share capital of Cosalt, other than an aggregate of 60,998,069 Cosalt Shares (representing approximately 15.08 per cent. of the entire existing ordinary share capital of Cosalt beneficially owned by David Ross) at 0.1 pence per Cosalt Share. 

Oval has received an irrevocable undertaking from Sovereign Holding, the beneficial owner of 74,276,918 Cosalt Shares, representing approximately 18.37 per cent. of the existing issued ordinary share capital of Cosalt to procure the acceptance of the offer from Lynchwood Nominees (who holds the shares as nominee for Sovereign Holding).

Oval is today publishing and posting to Cosalt Shareholders the document containing the full terms and conditions of the Offer (the "Offer Document") together with the relevant Form of Acceptance.

The Offer is open for acceptances until 1.00 p.m. on 20 December 2011. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and the Form of Acceptance.

The Offer Document will be made available at Cosalt's head office: Origin 4, Genesis Park, Origin Way, Europarc, Grimsby, N.E. Lincolnshire DN37 9TZ, during normal business hours. The Offer Document will also shortly be made available for viewing on Cosalt's website at http://www.cosalt.com.

Cosalt Shareholders should carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Offer Document.

 Enquiries

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This announcement ("Announcement") contains certain forward looking statements with respect to the financial condition, results of operations and business of Oval and Cosalt or the Cosalt Group and certain plans and objectives of the Oval Board and the Cosalt Board. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or the negative form of these terms and similar expressions. These statements are based on assumptions and assessments made by the Oval Board and the Cosalt Board in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Except as required by the FSA, the London Stock Exchange or any other applicable law, Oval and Cosalt assume no obligation to update or correct the information contained in this Announcement.

Nothing in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Oval or Cosalt following completion of the Offer unless otherwise stated.

IMPORTANT INFORMATION

The Offer Document and (in the case of Cosalt Shares held in certificated form) the Form of Acceptance will be posted to Cosalt Shareholders today, other than in relation to those in a Restricted Jurisdiction and the Offer will remain open for acceptance until Day 21.

The Oval Directors accept responsibility for the information contained in this Announcement other than: (i) the information relating to Cosalt Group, Cosalt Directors, their immediate families, related trusts and connected persons and (ii) the recommendations and opinions of the Independent Cosalt Directors relating to the Offer. To the best of the knowledge and belief of the Oval Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Cosalt Directors accept responsibility for the information contained in this Announcement relating to Cosalt Group, Cosalt Directors, their immediate families, related trusts and connected persons (other than the recommendation(s) and opinions of the Independent Cosalt Directors relating to the Offer, for which only the Independent Cosalt Directors accept responsibility. To the best of the knowledge and belief of the Cosalt Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Independent Cosalt Directors accept responsibility for the recommendation and opinions of the Independent Cosalt Directors relating to the Offer. To the best of the knowledge and belief of the Independent Cosalt Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Evolution, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Cosalt and no one else in connection with the Offer and will not be responsible to anyone other than Cosalt for providing the protections afforded to clients of Evolution nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

WH Ireland, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Oval and no one else in connection with the Offer and will not be responsible to anyone other than Oval for providing the protections afforded to clients of WH Ireland nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. The following Announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance (in respect of certificated Cosalt Shares), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document and the Form of Acceptance (in the case of certificated Cosalt Shares). This announcement does not constitute a prospectus or prospectus equivalent document.

Unless otherwise determined by Oval and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by the use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange, of a Restricted Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from a 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 the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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) an offeree company and (ii) any paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree or of any paper 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) an offeree company and (ii) any paper offeror, 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 the offeree company or a paper 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

FURTHER INFORMATION

Please be aware that addresses, electronic addresses and certain other information provided by Cosalt Shareholders, persons with information rights and other relevant persons for the receipt of communications from the Cosalt Group may be provided to Oval during the Offer Period as required under Section 4 of Appendix 4 of the Code.

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Copies of this Announcement and the irrevocable undertaking can be found at Cosalt's website at www.cosalt.com.