North Atl.smlr Regulatory News (NAS)

9 Sep 2009 12:56

Not for release, publication or distribution in whole or in part in or into or from the United States, Canada, Australia or Japan or any other jurisdiction where it is unlawful to do so. 

Recommended all cash offer

for

CELSIS INTERNATIONAL PLC

by

KBC PEEL HUNT LTD

on behalf of

NASTOR INVESTMENTS LIMITED

Cancellation of Listing

The board of Nastor Investments Limited ("Nastor Investments") is pleased to announce that as at 1.00 p.m. on 8 September 2009, Nastor Investments either owned or had received valid acceptances in respect of, in aggregate, 16,513,640 Celsis Shares, carrying approximately 75.4 per cent. of voting rights attached to the existing issued share capital of Celsis. As a result, Nastor Investments will now procure the making of an application by Celsis for the cancellation of the listing of Celsis Shares on the Official List and the admission to trading of Celsis Shares on the London Stock Exchange. 

Acceptance Levels

As at 1.00 p.m. (London time) on 8 September 2009, valid acceptances of the Offer had been received in respect of 11,215,118 Celsis Shares, representing approximately 51.2 per cent. of the existing issued share capital of Celsis. 

This total includes valid acceptances in respect of:

(a) 2,807,719 Celsis Shares, representing approximately 12.8 per cent of the existing issued share capital of Celsis, for which Nastor Investments had received irrevocable undertakings to accept the Offer (including from the Celsis Directors in respect of 219,335 Celsis Shares, in aggregate, representing approximately 1.0 per cent. of the existing issued share capital of Celsis); and

(b) 1,336,150 Celsis Shares, representing approximately 6.1 per cent. of the existing issued share capital of Celsis, for which Nastor Investments had received non-binding letters of intent to accept the Offer. 

Further details of the terms of the irrevocable undertakings and letters of intent are set out in the Offer Document.

In addition to the acceptances referred to above, Nastor Investments has acquired, in aggregate, 947,629 Celsis Shares, representing approximately 4.3 per cent. of the existing issued share capital of Celsis in the market at the Offer Price since the Offer Document was posted on 10 August 2009. Nastor Investments has acquired the Celsis Shares held by the NAV Funds, comprising in aggregate 4,350,893 Celsis Shares, representing approximately 19.9 per cent of the existing issued share capital of Celsis. 

Accordingly, as at 1.00 p.m. on 8 September 2009, Nastor Investments either owned or had received valid acceptances in respect of, in aggregate, 16,513,640 Celsis Shares, carrying approximately 75.4 per cent of voting rights attached to the existing issued share capital of Celsis. 

Cancellation of Listing and Compulsory Acquisition

As stated in the Offer Document, now that Nastor Investments has acquired or has received valid acceptances in respect of approximately 75.4 per cent. of the voting rights attached to the Celsis Shares, Nastor Investments will procure the making of an application by Celsis for the cancellation of the listing of Celsis Shares on the Official List and the admission to trading of Celsis Shares on the London Stock Exchange in accordance with the Listing Rules and the rules of the London Stock Exchange. It is anticipated that cancellation of the Celsis listing and admission to trading will take effect on or about 8 October 2009, being 20 business days following the date of this announcement. It is also anticipated that, after the cancellation of admission, Celsis will be re-registered as a private company under the relevant provisions of the Companies Act.

The delisting of Celsis Shares will significantly reduce the liquidity and marketability of any Celsis Shares not assented to the Offer at that time. In this event there may be no future market for Celsis Shareholders to realise their investment in Celsis. There is no guarantee that any dividends or other distributions would be made by Celsis and therefore Celsis Shareholders may not receive any return from their investment.

Nastor Investments also confirms that provided sufficient valid acceptances of the Offer are received, it intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining Celsis Shares in respect of which the Offer has not been accepted.

Extension of the Offer 

The Offer, which remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptance until 1.00 p.m. (London time) on 23 September 2009. It may or may not be extended thereafter.

To Accept the Offer

Acceptance of the Offer by Celsis Shareholders who have not yet accepted the Offer and who hold Celsis Shares in certificated form (that is, not in CREST) are encouraged to complete, sign and return the Form of Acceptance, together with share certificates and/or other documents of title, by hand (during normal business hours) or by post to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible. Celsis Shareholders who hold Celsis Shares in uncertificated form (that is, in CREST) are encouraged to accept the Offer electronically through CREST in accordance with the instructions in the Offer Document as soon as possible. 

Full details of how to accept the Offer in respect of certificated and uncertificated Celsis Shares are set out in the Offer Document and, in the case of certificated Celsis Shares, the accompanying Form of Acceptance. For assistance relating to the Offer, please telephone Capita Registrars on 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 am to 5.00 pm (London time) Monday to Friday (except UK public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice.

General 

Terms used in this announcement shall have the meaning given to them in the Offer Document dated 10 August 2009, unless the context requires otherwise. 

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following websites: www.navalue.co.uk/site/literature/NASTOR/ and www.celsis.com/about-our-company/news-room/financial-news/2009/. 

Copies of the Offer Document and Form of Acceptance will be available from the offices of Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The Offer Document may also be obtained from the website of Celsis, www. celsis.com/about-our-company/news-room/financial-news/2009/.

PRESS ENQUIRIES

For further information contact:

KBC Peel Hunt Ltd ("KBC Peel Hunt") which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Nastor Holding and Nastor Investments and no one else in connection with the Offer and will not be responsible to any person other than Nastor Holding and Nastor Investments for providing the protections afforded to clients of KBC Peel Hunt or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein.

Nomura Code Securities Limited ("Nomura Code"), which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Celsis and no one else in connection with the Offer and will not be responsible to any person other than Celsis for providing the protections afforded to clients of Nomura Code or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein.

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any response to the Offer should be made only on the basis of information referred to in the Offer Document which Nastor Investments sent to Celsis Shareholders and, for information only, to holders of options under the Celsis Share Schemes on 10 August 2009.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with these requirements may constitute a violation of the securities laws at any such jurisdiction. Further details in relation to overseas shareholders are contained in the Offer Document.

The Offer referred to in this announcement is not being made available directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or any facilities of a nationals securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in the United States, Canada, Australia or Japan or any such other jurisdiction and the Offer is being made available by any such use, means, instrumentality or facilities or otherwise from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from the United States, Canada, Australia or Japan or any such other jurisdiction.