Cathexis UK Holdings Limited Posting of Mandatory Offer Document & Offer Update (9230N)

TIDMISG

RNS Number : 9230N

Cathexis UK Holdings Limited

03 February 2016

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

MANDATORY CASH OFFER FOR ISG PLC

171 PENCE PER ISG SHARE

CATHEXIS UK HOLDINGS LIMITED

Posting of the Mandatory Offer Document

Further market purchases of ISG Shares

Posting of the Mandatory Offer Document

Further to the announcement released by Cathexis on 29 January 2016 regarding the Mandatory Offer (the "Mandatory Offer Announcement"), Cathexis announces that it will be posting a document containing details of the Mandatory Offer (the "Mandatory Offer Document") to ISG Shareholders later today, 3 February 2016. The Mandatory Offer Document is also being made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Cathexis's website at www.cathexisinfo.com.

No increase / No extension

Cathexis reminds ISG Shareholders that the Mandatory Offer is final and will not be increased further (except that Cathexis reserves the right to revise and/or increase the Mandatory Offer, in accordance with paragraph 1(f) and 1(g) of Part B of Appendix 1 to the Original Offer Document, i.e. if a competitive situation (as determined by the Panel) arises or ISG announces material new information of the kind referred to in Rule 31.9 of the City Code).

Cathexis also highlights that the Mandatory Offer will remain open for acceptance until 1.00 p.m. (London time) on 17 February 2016. The Mandatory Offer will not be extended beyond 1.00 p.m. (London Time) on 17 February 2016, unless by that time another person has announced a firm intention to make an offer for ISG pursuant to the City Code or, alternatively, the Mandatory Offer has become or been declared unconditional as to acceptances. ISG Shareholders who have not yet accepted the Offer and who wish to accept the Mandatory Offer are urged to do so as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 17 February 2016.

Under the terms of the Mandatory Offer, acceptances of the Offer are deemed to be acceptances of the Mandatory Offer. Accordingly, ISG Shareholders who have already accepted and not validly withdrawn their acceptances of the Offer will receive the consideration payable under the Mandatory Offer and need therefore take no further action (and, in particular, need not complete and return the personalised form of acceptance enclosed with the Mandatory Offer Document).

Cathexis Stocks to make further market purchases of ISG Shares

Since the announcement of the Increased Offer, a concert party of Cathexis, Cathexis Stocks, LP ("Cathexis Stocks") has acquired a further 1,648,509 ISG Shares in the market. As a result, as at the close of business on 2 February 2016, the Business Day prior to this announcement, Cathexis and its concert parties were interested in 16,260,852 ISG Shares, representing approximately 32.86 per cent. of the ISG Shares currently in issue.

Cathexis announces that Cathexis Stocks is willing to make additional market purchases of ISG Shares at 171 pence per ISG Share. Cathexis Stocks has appointed Bank of America Merrill Lynch to act on its behalf for this purpose.

Cathexis highlights that any ISG Shareholders who sell their ISG Shares to Cathexis Stocks will receive the consideration for their ISG Shares upon settlement of the relevant trade; by contrast, ISG Shareholders who accept the Mandatory Offer must wait up to 14 calendar days from the date that the Mandatory Offer becomes or is declared unconditional in all respects or, in relation to valid acceptances received after that date, within 14 calendar days of receipt of that acceptance. Cathexis also highlights that any sale of ISG Shares to Cathexis Stocks is not conditional upon the Mandatory Offer becoming or being declared unconditional in all respects (i.e. conditional upon Cathexis and its concert parties receiving valid acceptances of the Mandatory Offer in respect of ISG Shares which, together with the ISG Shares acquired by Cathexis and its concert parties before and during the Offer Period, carry in aggregate more than 50 per cent. of the voting rights exercisable at a general meeting of ISG).

It is currently intended that Cathexis Stocks' commitment to make market purchases of ISG Shares at 171 pence per ISG Share for settlement in uncertificated form through CREST will remain in place until at least 16 February 2016 and for settlement in Certificated form until at least 12 February 2016. Cathexis will give three Business Days' notice if Cathexis Stocks intends to cease to make market purchases of ISG Shares before those dates. Cathexis highlights that Cathexis Stocks must be the registered holder of any ISG Shares it acquires prior to 1.00 p.m. on 17 February 2016 for such ISG Shares to count towards the acceptance condition of the Mandatory Offer in accordance with Note 5 of Rule 10 of the City Code and so recommends that ISG Shareholders wishing to sell their ISG Shares do so by the dates mentioned above.

ISG Shareholders who wish to sell their ISG Shares in the market rather than wait for the Mandatory Offer to conclude should contact their stockbroker and instruct them accordingly.

Terms and expressions used in this announcement shall, unless otherwise defined herein and save as the context otherwise requires, have the same meanings as given to them in the Mandatory Offer Announcement and the Original 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.

February 03, 2016 03:35 ET (08:35 GMT)

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 Mandatory Offer 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 4 February 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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February 03, 2016 03:35 ET (08:35 GMT)

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