ISG.L Regulatory News (ISG)

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 THAT JURISDICTION

CASH OFFER

for

ISG PLC

by

CATHEXIS UK HOLDINGS LIMITED

Posting of response document in connection with the Offer

On 30 December 2015, the ISG Board published its revised defence document (the "Revised Defence Document") containing its views on the Offer. The Revised Defence Document contained a number of statements upon which Cathexis wishes to comment.

Cathexis therefore announces that it will shortly be posting a circular to ISG Shareholders (the "Response Document") containing, inter alia, its response to comments made in the Revised Defence Document and providing ISG Shareholders with additional insights into why Cathexis believes the Offer Price is fair in order to assist them in reaching a fully informed view with regards the Offer in advance of the second closing date on 25 January 2016.

Key conclusions stated in the Response Document are as follows:

· ISG has demonstrated a history of volatile trading, has repeatedly failed to meet expectations and has delivered poor returns to shareholders relative to its peers;

· the Offer Price fairly reflects ISG's strengths while also taking into account its volatile performance, client concentration and the cyclicality of its industry; and

· Cathexis has been a supportive shareholder - but, if the Offer does not succeed, the provisions of the City Code limit its ability to provide future support.

Cathexis highlights that the Offer will be open for acceptance until 1.00 p.m. (London time) on 25 January 2016 (or such later time(s) or date(s) as Cathexis may determine, subject to the consent of the Panel, where required). The procedure for acceptance of the Offer is set out in in the Offer Document in paragraph 14 of Part 1, Parts C and D of Appendix 1 and is further described in the Form of Acceptance.

Capitalised terms used herein and in the Response Document but not defined have the same meanings as set out in the Offer Document which was posted to ISG Shareholders on 19 December 2015.

Enquiries 

Altium (Financial adviser to Cathexis) Tel: +44 (0) 207 484 4040

Stephen Georgiadis / Tim Richardson

IMPORTANT NOTES

Disclaimer

Altium Capital Limited ("Altium"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Cathexis and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Cathexis for providing the protections afforded to clients of Altium, nor for providing advice in relation to any matter referred to in this announcement.

Responsibility statement

The Cathexis Directors accept responsibility for the information contained in this announcement relating to Cathexis, save that the only responsibility accepted by the Cathexis Directors in respect of the information in this announcement relating to the ISG Group, which has been compiled from published sources, is to ensure that such information has been correctly and fairly reproduced and presented. To the best of the knowledge and belief of the Cathexis Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

This announcement has been prepared for the purpose of complying with English law, the City Code and the AIM Rules, and 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 of England and Wales.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the City 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 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) ISG 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 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (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 ISG 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 City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of ISG or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of ISG 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) ISG and (ii) any securities exchange 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 pm (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 of the City Code.

Opening Position Disclosures must also be made by ISG and by any offeror and Dealing Disclosures must also be made by ISG, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the City Code).

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. 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.

Publication on website

A copy of this announcement and the Response Document will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be made available on Cathexis' website at www.cathexisinfo.com by no later than 12 noon (London time) on 20 January 2016, pursuant to Rule 26.1 of the City Code. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.