RNS Announcement
Notice to the shareholders of Colt Group S.A., formerly listed on the London Stock
Exchange under number ISIN LU0253815640
1 December 2015
This notice is addressed to the shareholders of Colt Group S.A. only and is published by
Lightning Investors Limited, a limited company incorporated in Bermuda having its
registered office at Pembroke Hall, 42 Crow Lane, Pembroke, Hamilton HM19, Bermuda,
solely in its capacity as majority shareholder of Colt Group S.A. within the meaning of the
Law (as defined below).
IMPORTANT NOTICE
This notice relates to the squeeze-out initiated by Lightning Investors Limited in accordance
with the provisions of the law of 21st July 2012 relating to the squeeze-out and compulsory
sell out of securities admitted or having been admitted to trading on a regulated market or
having been offered to the public (the “Law”) in relation to securities in Colt Group S.A.
The holders of securities in Colt Group S.A. have the right to oppose the squeeze-out in
accordance with the terms and the deadline provided by article 4(6) of the Law.
Opposition must be filed by registered letter with acknowledgment of receipt addressed to the
Commission de Surveillance du Secteur Financier (the “CSSF”) setting out the reasons for
the opposition and sent within a period of one month starting from the date of the publication
of the proposed price in accordance with article 4(5) of the Law. A copy of the letter must be
sent within the same time period by registered letter with acknowledgment of receipt to
Lightning Investors Limited, the majority shareholder and to Colt Group S.A. as concerned
company.
Any opposition within the meaning of article 4(6) of the Law filed by registered letter with
acknowledgment of receipt addressed to the CSSF and sent within the period of one month
starting from the date of publication of the proposed price in accordance with article 4(5) of
the Law must be received by the CSSF at the latest five days after the expiration of the period
of opposition.
Subject to compliance with the provisions of the Law, at the end of the squeeze-out procedure,
the securities in Colt Group S.A. which have not been presented at the latest on the final
payment date shall be deemed automatically transferred by operation of law to Lightning
Investors Limited, the majority shareholder, without the consent of the holders of the
remaining securities in Colt Group S.A.
By this announcement, Lightning Investors Limited (hereafter “Lightning”) informs the
shareholders of Colt Group S.A. (hereafter “Colt”) that Lightning has decided to exercise its
right of squeeze-out on the ordinary shares of Colt (hereafter “Colt Shares”) which are being
held by minority shareholders in accordance with article 4(3) of the Law. Colt Shares
formerly listed under ISIN number LU0253815640 on the London Stock Exchange ceased to
be admitted to trading on 10 September 2015.
1.
Name of the independent expert
Lightning has mandated KPMG Luxembourg, Société Cooperative (“KPMG”) having its
registered office at 39, Avenue John F Kennedy, L-1855 Luxembourg as independent expert
within the meaning of the Law in order to value the Colt Shares and to draw up a valuation
report in accordance with the Law.
As requested by the Law, KPMG will draw up the valuation report and determine the fair
price of the Colt Shares on the basis of objective and adequate methods applying to asset
disposals (article 4(4) of the Law) and will certify in its valuation report that it fulfils the
criterion of independence from all concerned parties and that it has no conflict of interest in
regard to the Squeeze-Out.
2. Methods of communication used by Lightning and/or Colt during the squeeze-out
procedure
This announcement, as well as all subsequent announcements from Lightning relating to the
squeeze-out procedure covered by this announcement, including the price proposed by
Lightning and the valuation report, will be published by Lightning by way of RNS
announcement and may be reviewed throughout the squeeze-out procedure via the internet
under the following address: http://www.colt.net/investor-portal/.
Colt will publish all announcements from Lightning and from Colt in connection with the
squeeze-out procedure by way of RNS announcement and will ensure that all documents in
connection with the squeeze-out procedure are sent to all its shareholders registered in the
share register of Colt by first class mail to the addresses mentioned in such share register.
All documents relating to the squeeze-out procedure will also be freely available to all holders
of Colt Shares at the registered offices of Colt at K2 Building, Forte 1, 2A, rue Albert
Borschette, L-1246 Luxembourg, without cost, throughout the squeeze-out procedure.
2
3. Methods of payment of the share price
Payment of the price per Colt Share which will be determined and communicated in
accordance with article 4(5) of the Law, or, if appropriate, with article 4(7) of the Law (the
“Price”), will be made by Computershare Investor Services PLC, acting in its capacity as
paying agent of Lightning (“Computershare”), to the shareholders subject to the squeeze-out
as described below on the final payment date (currently scheduled for 1 February 2016 in
accordance with the indicative timeline set out below, assuming that no opposition to the
squeeze-out is filed).
(a) Shareholders subject to the squeeze-out and holding Colt Shares in certificated form
(that is, not in CREST):
Shareholders subject to the squeeze-out and holding Colt Shares in certificated form
(“Registered Shareholders”) will be paid the Price for all their shares by wire transfer in
GBP (£) to the bank account notified by them to Computershare at the below address no
later than three London bank business days before the final payment date (currently
scheduled for 1 February 2016 in accordance with the indicative timeline set out below,
assuming that no opposition to the squeeze-out is filed).
Registered Shareholders are urged to provide as soon as possible and no later than 26
January 2016 all their relevant wire transfer bank account details (for transfers in GBP
(£)) to Computershare at the address set out below.
The Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
United Kingdom
Computershare will not be able to proceed to make the payment of the Price due to a
Registered Shareholder if (i) incomplete or no wire transfer details to a GBP bank
account regarding that Registered Shareholder are provided, or (ii) wire transfer bank
account details are provided that are not in the name of the relevant Registered
Shareholder as it appears on the register of shareholders of Colt, or (iii) complete wire
transfer details to a GBP bank account are not received by Computershare no later than
three (3) London bank business days before the final payment date (currently scheduled
for 1 February 2016 in accordance with the indicative timeline set out below, assuming
that no opposition to the mandatory squeeze-out is filed).
In case of joint holders of Colt Shares, Computershare will be entitled to pay the Price
to a bank account in the name of any of the joint Registered Shareholders.
3
The provisions set forth below concerning the transfer of the Colt Shares by operation of
law and the consignment of the Price will also be applicable to Registered Shareholders
for whom Colt does not receive complete and up-to-date bank account details.
(b) Shareholders subject to the squeeze-out and holding depositary interests of Colt in
uncertificated form (that is, in CREST):
Shareholders subject to the squeeze-out and holding depositary interests of Colt in
uncertificated form will be paid the Price for all their depositary interests so held by means
of CREST payment in favour of the relevant shareholder’s payment bank, in accordance
with CREST payment arrangements.
(c) General information to all holders of securities subject to the squeeze-out
The payment of the Price will be free of charges, costs or withholding tax. Costs charged
to a shareholder by its bank in connection with the booking of the payment to that
shareholder's bank account will be for the account of that shareholder.
Holders of Colt Shares in certificated form or depositary interests subject to the squeezeout should consult their advisors on any possible tax consequences or other consequences
of the squeeze-out under the laws of their country of citizenship, residence or domicile or
any other law which may be applicable to them.
Holders of Colt Shares in certificated form or of depositary interests in uncertificated form
to whom payment of the Price could not be made in accordance with the methods
described above are informed that, in accordance with article 4(8) of the Law, the shares
and depositary interests will be deemed transferred by operation of law to Lightning with
consignment of the Price on the first Luxembourg bank business day following the
aforementioned final payment date to the Luxembourg State Treasury (Trésorerie de
l’Etat) (3, rue du Saint-Esprit, L-1475 Luxembourg, Grand-Duchy of Luxembourg,
telephone +352 247 8277, fax +352 46 72 62, email: [email protected]) (the
“Consignation Office”) in accordance with the provisions of the law of 29 th April 1999
on the consignment with the State. In case any payment is returned to Computershare for
any reason including because of incomplete or incorrect bank details, the relevant amount
will be consigned with the Consignment Office within three London bank business days
after those funds shall have been returned to Computershare. The Price of the Colt Shares
and depositary interests referred to above will be retained to the order of the relevant
holders of Colt Shares and depositary interests in accordance with the law of 29th April
1999 on the consignment with the State for a period of 30 years beginning on the date the
consignment is concluded.
The squeeze-out is not subject to conditions other than those referred to in this
announcement.
4
4. Indicative timeline in relation to the squeeze-out procedure
On a purely indicative basis, Lightning provides here below an estimate of the timing of
the various steps of the squeeze-out procedure (assuming no opposition to the squeeze-out
is filed):
1 December
2015:
-
Notification by Lightning to the CSSF of its decision to exercise its
right of squeeze-out in accordance with the procedure laid down in
article 4(3) of the Law.
1 December
2015:
-
Notification by Lightning to Colt and publication by Lightning of
its decision to exercise its right of squeeze-out and information by
Colt to its minority shareholders of the decision taken by Lightning
to exercise its right of squeeze-out.
15 December
2015:
-
Communication by Lightning of (i) the proposed price applicable
to the securities subject to the squeeze-out (hereafter the
“Proposed Price”) and (ii) the valuation report of KPMG (the
“Valuation Report”) to the CSSF and Colt.
15 December
2015:
-
Publication of the Proposed Price, the Valuation Report and the
conclusions of the Valuation Report by Lightning.
15 December
2015:
-
Publication and communication of the Proposed Price, the
Valuation Report and the conclusions of the Valuation Report by
Colt to its shareholders.
15 December
2015:
-
Beginning of the period during which the Colt shareholders may
file an opposition to the squeeze-out project.
22-31 December
2015:
-
Publication of the position of the board of directors of Colt on the
Proposed Price.
18 January
2016:
-
End of the period during which the Colt shareholders may file an
opposition to the squeeze-out project.
25 January
2016:
-
Acceptance of the Proposed Price by the CSSF, notification of
Lightning and Colt by the CSSF of its acceptance of the Proposed
Price and publication of the accepted price (“Price”) on the
website of the CSSF.
25 January
2016:
-
Publication of information in relation to the final date and methods
of payment of the Price by Lightning.
25 January
2016:
-
Publication and communication of the information in relation to
the final date and methods of payment of the Price by Lightning,
by Colt to its shareholders.
5
26 January
2016:
-
Final date by which Computershare must have received complete
and up-to-date bank account details from Registered Shareholders.
1 February
2016:
-
Final payment date and transfer of legal title of the Colt Shares in
certificated form and depositary interests in uncertificated form
and payment of the Price to the minority shareholders.
2 February
2016:
-
Transfer of legal title of the Colt Shares in certificated form and of
depositary interests in uncertificated form held by Colt
shareholders subject to the squeeze-out to whom payment of the
Price could not be made, following consignment of the Price due to
them to the Consignation Office.
Lightning hereby reserves the right to modify this timeline, which is provided on an indicative
basis only, subject to, inter alia, any potential opposition to the squeeze-out project by holders
of Colt Shares or depositary interests subject to the squeeze-out.
In the event of any opposition, Lightning and Colt will inform the holders of securities in
accordance with the methods described under section 2 above and, in such case, of the
opposition procedure, the outcome of the opposition procedure, the final date and procedure
for payment of the Colt Shares to be transferred to Lightning pursuant to the squeeze-out
procedure in accordance with the Law and any change of the indicative timeline as a result of
any such opposition.
All publications and/or communications described above will be made in accordance with the
methods described under section 2 above.
6