WTM.L Regulatory News (WTM)

6 June 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

RECOMMENDED MANDATORY CASH OFFER

by

CTI ENGINEERING CO.  LIMITED

for the entire issued and to be issued ordinary share capital of

WATERMAN GROUP PLC

not already acquired or agreed to be acquired by CTI

Mandatory Offer unconditional in all respects

Summary

CTI Engineering Co. Limited ("CTI") announces that in light of the valid acceptances and other interests in Waterman Shares referred to below, the Condition has been satisfied and its Mandatory Offer has become unconditional in all respects.

Introduction

On 9 May 2017 the boards of directors of CTI and Waterman Group plc ("Waterman") announced that they had reached agreement on the terms of a recommended cash offer to be made by CTI to acquire the entire issued and to be issued share capital of Waterman not already agreed to be acquired by CTI by way of a contractual offer under the Takeover Code and within the meaning of Part 28 of the Companies Act 2006 at a price of 140p per Waterman Share ("Offer Announcement").

The Offer Announcement referred to CTI having agreed to purchase, in aggregate, 8,131,419 Waterman Shares at the Offer Price representing approximately 26.44 per cent. of the share capital of Waterman in issue on 8 May 2017 (being the Business Day prior to the date of the Offer Announcement), conditional only on release of the Offer Announcement. Accordingly, immediately following its release on 9 May 2017, CTI became beneficially interested in 8,131,419 Waterman Shares.

Subsequent to the release of the Offer Announcement, CTI made market purchases of a further 1,096,238 Waterman Shares, such that CTI became interested in 9,227,657 Waterman Shares representing 30.00 per cent. of the voting rights normally exercisable at general meetings of Waterman. As a consequence, in accordance with Rule 9 of the Takeover Code, on 10 May 2017 CTI made a mandatory cash offer to acquire all of the issued and to be issued share capital of Waterman not already owned by CTI ("Mandatory Offer").

On 18 May 2017, CTI posted its Offer Document to Waterman Shareholders.

Level of acceptances and interest in Waterman Shares

As at the close of business on 5 June 2017 (being the last practicable date prior to the publication of this announcement), CTI had received valid acceptances of the Mandatory Offer in respect of 7,381,935 Waterman Shares, representing approximately 24.00 per cent. of the current issued share capital of Waterman, which CTI may count towards the satisfaction of the Condition to the Mandatory Offer.

In addition, as at 5 June 2017 (being the last practicable date prior to the publication of this announcement), CTI had acquired 9,526,439 Waterman Shares, representing 30.97 per cent. of the current issued share capital of Waterman.

Accordingly, as at 5 June 2017 (being the last practicable date prior to the publication of this announcement), CTI either owned or had received valid acceptances of the Mandatory Offer in respect of a total of 16,908,374 Waterman Shares, representing approximately 54.97 per cent. of the current issued share capital of Waterman, all of which may count towards the satisfaction of the Condition under Rule 31.6(c) of the Takeover Code.

The percentages of Waterman Shares referred to in this announcement are based upon a figure of 30,758,824 Waterman Shares in issue on 5 June 2017.

Waterman Shareholders who have not yet accepted the Mandatory Offer and who wish to do so are urged to do so as soon as possible.

Whilst the Offer Document states that the First Closing Date is 1.00 pm (London time) on 8 June 2017, the Mandatory Offer will now remain open for acceptances until at least 1.00 p.m. on 22 June 2017. A further announcement regarding a closing date will be made in due course.

Disclosure of interests

As at the close of business on 5 June 2017 (being the last practicable date prior to the publication of this announcement), except as set out above and in the Offer Announcement, neither CTI nor any of the CTI Directors nor, so far as the CTI Directors are aware, any person acting, or deemed to be acting, in concert with CTI:

- had an interest in, or right to subscribe for, relevant securities of Waterman;

- had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Waterman;

- had procured an irrevocable commitment or letter of intent to accept the Offer in respect of relevant securities of Waterman; or

- had borrowed or lent any Waterman Shares.

Furthermore, except as set out above and in the Offer Announcement, no arrangement exists with CTI or any person acting in concert with CTI in relation to Waterman Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Waterman Shares which may be an inducement to deal or refrain from dealing in such securities.

Condition satisfied and Mandatory Offer wholly unconditional

CTI announces that in light of the valid acceptances and other interests in Waterman Shares referred to above, the Condition has been satisfied and the Mandatory Offer has become unconditional in all respects.

Settlement of the Mandatory Offer

Full details for the settlement of the consideration which a Waterman Shareholder, who has submitted a valid acceptance of the Mandatory Offer, will receive are set out on pages 27 and 28 of the Offer Document.

Accepting the Mandatory Offer

Waterman Shareholders who have not yet accepted the Mandatory Offer and who wish to do so should take action to accept the Mandatory Offer as soon as possible in accordance with the following procedures:

To accept the Mandatory Offer in respect of Waterman Shares held in Certificated Form (that is, not in CREST), Waterman Shareholders should complete, sign and return the Form of Acceptance (together with share certificate(s) and/or other document(s) of title) so as to be received by the Receiving Agent as soon as possible.

To accept the Mandatory Offer in respect of Waterman Shares held in Uncertificated Form (that is, in CREST), Waterman Shareholders should follow the procedure so that the TTE instruction settles as soon as possible. If you are a CREST sponsored member, you should refer to your CREST Sponsor as only your CREST Sponsor will be able to send the necessary TTE Instruction to Euroclear.

Full details of the procedure for accepting the Mandatory Offer are set out on pages 23 to 27 of the Offer Document and, in respect of Waterman Shares held in Certificated Form (that is, not in CREST), in the Form of Acceptance.

Cancellation of admission to trading on LSE and compulsory acquisition

If CTI receives valid acceptances in respect of Waterman Shares which, together with the Waterman Shares owned, or agreed to be acquired, before or during the Offer by CTI, represent not less than 75.00 per cent. of the voting rights attaching to the Waterman Shares, CTI intends to procure that Waterman will make an application for cancellation, respectively, of the trading in Waterman Shares on the London Stock Exchange's Main Market for listed securities and of the listing of Waterman Shares on the premium listing segment of the Official List.

If such an application is made, it is expected that a notice period of not less than 20 Business Days before cancellation will commence on the date on which the Offer becomes or is declared unconditional in all respects, provided CTI has attained 75.00 per cent. or more of the voting rights as described above.

Delisting would significantly reduce the liquidity and marketability of any Waterman Shares not assented to the Offer.

If CTI receives acceptances of the Offer in respect of, and/or otherwise acquires not less than 90.00 per cent. of the Waterman Shares to which the Offer relates by nominal value and voting rights attaching to such shares, CTI intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily, on the same terms as the Offer, the remaining Waterman Shares in respect of which the Offer has not at such time been accepted.

Notwithstanding the above, in accordance with Rule 9(3) of the Takeover Code the acceptance condition is set at CTI acquiring more than 50.00 per cent. of the voting rights normally exercisable at general meetings of Waterman. The Waterman Directors note, therefore, that there is a risk that the Offer could become or be declared unconditional at a time when less than 75.00 per cent. of the voting rights attaching to the Waterman Shares have been acquired by CTI, being the required level for CTI to procure that Waterman makes an application for cancellation of the trading in Waterman Shares on the London Stock Exchange's Main Market for listed securities and of the listing of Waterman Shares on the premium listing segment of the Official List. In such a situation, where the Offer becomes or is declared unconditional and less than 75.00 per cent. of the voting rights attaching to the Waterman Shares have been acquired by CTI, Waterman could, for a period of time, remain a listed company.

Accordingly, CTI has confirmed that in such a situation, in accordance with Listing Rule 9.2.2 of the Listing Rules of the Financial Conduct Authority, it would promptly enter into a customary agreement to ensure that Waterman will be able, at all times, to carry out its business independently of its controlling shareholder and that all transactions and relationships between Waterman and its controlling shareholder are conducted at arm's length and on a normal commercial basis. Further, in such a situation, prior to effecting a delisting, CTI has confirmed that it would ensure that the Waterman Board comprises at least two independent non-executive directors at all times in accordance with provision B.1.2 of the UK Corporate Governance Code, as applicable to smaller companies (being companies that are below the FTSE 350 throughout the year immediately prior to their reporting year). CTI has also confirmed that, in such a situation, Waterman's three existing non-executive directors would remain in office for a period of time to be agreed.

General

Unless otherwise defined in this announcement, terms defined in the Offer Announcement have the same meaning in this announcement.

This announcement should be read by Waterman Shareholders in conjunction with the Offer Document.

The full terms of and conditions to the Offer are set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, Waterman Shareholders should rely solely on the information contained in, and follow the procedures set out in the Offer Document and Form of Acceptance.

Further information

WH Ireland Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to CTI and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than CTI for providing the protections afforded to clients of WH Ireland Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to in this announcement. WH Ireland Limited has given, and not withdrawn, its consent to the inclusion in the announcement of the references to its name in the form and context in which it appears.

Gideon Franklin Limited is acting exclusively as financial adviser for CTI and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than CTI for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to in this announcement. Gideon Franklin Limited has given, and not withdrawn, its consent to the inclusion in the announcement of the references to its name in the form and context in which it appears.

Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Waterman and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Waterman for providing the protections afforded to clients of Nplus1 Singer Advisory LLP or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Nplus1 Singer Advisory LLP has given, and not withdrawn, its consent to the inclusion in the announcement of the references to its name and the advice it has given to Waterman in the form and context in which they appear.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF WATERMAN SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). WATERMAN SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by CTI and Waterman may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of CTI and/or Waterman and certain plans and objectives of the Waterman Directors and the CTI Directors with respect thereto. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Waterman Directors and/or the CTI Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Waterman and CTI believe that the expectations reflected in such forward looking statements are reasonable, neither CTI nor Waterman, nor any of their respective associates or directors, officers or advisers, or any person acting on the behalf of CTI or Waterman provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), none of CTI, Waterman, any member of the CTI Group, any member of the Waterman Group, nor any CTI Director or Waterman Director, nor any of their respective advisers, associates, directors or officers is under any obligation, and such persons expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. No undue reliance should therefore be placed on these forward looking statements which speak only as at the date of this announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one 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) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code 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 Takeover Code, any person who is, or becomes, interested in one per cent. 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), except to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code 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 of the Takeover Code.

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 of the Takeover 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 of this announcement and availability of hard copies

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Waterman's website at www.Watermangroup.com and on CTI's English language website at www.ctie.co.jp/english/ by no later than 12 noon on 7 June 2017 until the end of the Offer Period.

Neither the content of CTI's nor Waterman's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

In addition, a hard copy of this announcement and any information incorporated by reference in this announcement may be requested free of charge by contacting the Registrars on +44 (0)371 664 0321 or by writing to them at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Kent BR3 4TU.

Waterman Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Takeover Code.

Waterman Shareholders outside the United Kingdom

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

The receipt of cash pursuant to the Offer by Waterman Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each Waterman Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.

This announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover Code and the 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 England and Wales.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of the United States, Canada, Australia, Japan, the Republic of South Africa or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, Japan, the Republic of South Africa or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

Waterman employees in Australia

The Offer has not been approved or disapproved by the Australian Securities and Investments Commission or the Australian Securities Exchange nor has the Australian Securities and Investments Commission or the Australian Securities Exchange passed upon the accuracy or adequacy of the Offer or this announcement. The Offer is not regulated by Chapter 6 of the Corporations Act 2001 (Commonwealth of Australia).

Status of Announcement

This announcement does not constitute a prospectus or prospectus equivalent document.