Mandatory Cash Offer for ISG plc

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

at

171 PENCE PER ISG SHARE

by

CATHEXIS UK HOLDINGS LIMITED

Introduction

Further to the announcement released by Cathexis earlier today, 29 January 2016, regarding the Increased Offer at 171 pence per ISG Share (the "Increased Offer Announcement"), Cathexis announces that Cathexis Stocks LP, a wholly owned subsidiary of Cathexis Holding and a concert party of Cathexis, has acquired 297,762 ISG Shares at a price of 171 pence per share (the "Market Purchase"). The Market Purchase increased the aggregate holding of Cathexis and its concert parties to 14,910,105 ISG Shares, representing approximately 30.13 per cent. of the ISG Shares currently in issue. 

As a result of the Market Purchase (and by increasing the holding in ISG Shares of Cathexis and its concert parties to 30 per cent. or more of the issued ISG Shares) Cathexis is required to revise the terms and conditions of the Increased Offer in accordance with Rule 9 of the City Code.

Accordingly, Cathexis announces that the Increased Offer is now a mandatory offer for the whole of the issued and to be issued share capital of ISG not already held by Cathexis and its concert parties (the "Mandatory Offer") at a price of 171 pence per ISG Share (the "Increased Offer Price").

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, if a competitive situation (as determined by the Panel) arises or ISG announces material information, of the kind referred to in Rule 31.9 of the City Code after Day 39 of the Offer). Cathexis notes that Day 39 of the Offer was Wednesday, 27 January 2016.

The Condition of the Mandatory Offer

In accordance with Rule 9 of the City Code, all of the conditions set out in Part A of Appendix 1 to the Original Offer Document shall immediately cease to apply and shall be replaced by the following Condition:

"Valid acceptances of the Mandatory Offer being received (and not, where permitted, withdrawn) by Cathexis by no later than 1.00 p.m. (London time) on 17 February 2016 (or such later time(s) and/or date(s) as Cathexis may, in accordance with the City Code or with the consent of the Panel, decide) which together with ISG Shares acquired or agreed to be acquired before or during the Offer Period, will result in Cathexis and any person acting in concert with it holding ISG Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of ISG, including for this purpose, to the extent (if any) required by the Panel any such voting rights attaching to shares which are unconditionally allotted or issued before the Mandatory Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of conversion or subscription rights or otherwise. For the purpose of this Condition, ISG Shares that are unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue."

Save as set out in this announcement, the Mandatory Offer will be subject to the same terms and conditions as the Increased Offer set out in the Original Offer Document and the Increased Offer Announcement. The Mandatory Offer will be a revision to the Increased Offer and shall be construed accordingly.

In accordance with Rule 32.1 of the City Code, a revised offer document (the "Mandatory Offer Document") containing details of the Mandatory Offer and replacing the Increased Offer Document referred to in the Increased Offer Announcement) will be sent to ISG Shareholders by no later than 3 February 2016. The Mandatory Offer Document will also be made available on Cathexis' website at: www.cathexisinfo.com

ISG Shareholders who have previously validly accepted the Offer (and have not withdrawn those acceptances) will automatically be deemed to have accepted the Mandatory Offer by virtue of their prior acceptances and therefore need take no further action. For the avoidance of doubt, all ISG Shareholders that accepted the Original Offer will receive the Increased Offer Price in respect of their ISG Shares.

Financing the Mandatory Offer

The Mandatory Offer will be financed from the existing cash resources of the Cathexis Group.

Altium, as financial adviser to Cathexis, is satisfied that sufficient cash resources are available to Cathexis to satisfy the cash consideration payable to ISG Shareholders in the vent of full acceptance of the Mandatory Offer.

Closing Date of the Mandatory Offer

The Mandatory Offer will remain open for acceptance until 1.00 p.m. (London time) on 17 February 2016 which will be at least 14 days following the date on which the Mandatory Offer Document is published (or such later date as Cathexis may determine with the agreement of the Panel).

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.

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.

General

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Save as set out in this announcement, the Mandatory Offer will be subject to the same terms and conditions as the Increased Offer as set out in the Original Offer Document and the Increased Offer Announcement. Accordingly, your attention is drawn to the Original Offer Document, which is available on Cathexis' website at www.cathexisinfo.com and the Increased Offer Announcement.

References to the existing issued ordinary share capital of ISG and the existing issued ISG Shares are to the number of ISG Shares in issue as at 11 December 2015 (as disclosed in the regulatory announcement released by ISG on that date pursuant to Rule 2.10 of the City Code) which was 49,483,864 ISG Shares.

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 Increased Offer Announcement and the Original Offer Document

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 will, subject to certain restrictions relating to persons resident in Restricted Jurisdiction, be made available on Cathexis' website at www.cathexisinfo.com by no later than 12 noon (London time) on 30 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.