WTM.L Regulatory News (WTM)

22 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

Offer Update

On 6 June 2017, CTI Engineering Co. Limited ("CTI") announced that in light of the valid acceptances and other interests in Waterman Shares owned by CTI as at 5 June 2017, surpassing 50.1 per cent of the voting rights normally exercised at a general meeting of Waterman, the Condition had been satisfied and the Mandatory Offer had become unconditional in all respects.

Further, on 14 June 2017 CTI announced that, as at 13 June 2017, it had received 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 greater than 75.00 per cent. of the voting rights attaching to the Waterman Shares. Waterman has made 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. It is expected that such cancellation will be effective from 8am on 13 July 2017.

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.

Level of acceptances and interest in Waterman Shares

As at the close of business on 21 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 18,580,724 Waterman Shares, representing approximately 55.79 per cent. of the current issued share capital of Waterman.

In addition, as at 21 June 2017 (being the last practicable date prior to the publication of this announcement), CTI had acquired 12,066,439 Waterman Shares, representing 36.24 per cent. of the current issued share capital of Waterman.

Accordingly, as at 21 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 30,647,163 Waterman Shares, representing approximately 92.03 per cent. of the current issued share capital of Waterman.

The percentages of Waterman Shares referred to in this announcement are based upon a figure of 33,298,824 Waterman Shares in issue on 21 June 2017.

The Company now announces that the Offer will remain open for acceptance until at least 1.00pm on 6 July 2017.

Accepting the Mandatory Offer

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 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 (CTI posted its Offer Document to Waterman Shareholders on 18 May 2017) and, in respect of Waterman Shares held in Certificated Form (that is, not in CREST), in the Form of Acceptance.

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.

Publication of this announcement and availability of hard copies

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.