Results of the Colfax General Meeting
06/01/2012
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
On 12 September 2011, Charter International plc (“Charter”) and Colfax Corporation (“Colfax”) announced that they had reached agreement on the terms of a recommended cash and share offer for the entire issued and to be issued share capital of Charter (the “Acquisition”).
Charter notes that Colfax announced yesterday (the “Colfax Announcement”) the approval at the Colfax General Meeting of the issuance of up to 20,832,469 shares of Colfax common stock to Charter Shareholders as part of the consideration for the Acquisition. In addition, Charter notes that the issuance of shares pursuant to the Equity Capital Raising undertaken by Colfax for purposes of funding in-part the Acquisition, was also approved at the Colfax General Meeting.
The Colfax Announcement can be viewed at http://ir.colfaxcorp.com/sec.cfm.
Except where separately defined in this announcement, capitalised terms shall have the same meaning as set out in the scheme document dated 18 October 2011.
Timetable
The timetable below sets out the expected dates for implementation of the Acquisition (some of which are indicative).
Expected Timetable of Principal Events
| Time and/or date1 | |
| Latest time for return of Forms of Election or submission of valid TTE instructions in CREST | 1.00 p.m. on 10 January 20122 |
Suspension of listing of, and dealings, settlement and transfers in, Charter Shares |
7.30 a.m. on 11 January 2012 |
| Reorganisation Record Time | 6.00 p.m. on 11 January 2012 |
| Scheme Record Time | 6.30 p.m. on 11 January 2012 |
| Court Hearing to sanction the Scheme and confirm the Capital Reduction | 12 January 2012 |
| Effective Date | 13 January 2012 |
| Cancellation of listing of Charter Shares | 8.00 a.m. on 13 January 2012 |
| New Colfax Shares issued, and listed on the New York Stock Exchange and crediting of Colfax CDIs in CREST accounts | on 27 January 2012 prior to 8.00 a.m.3 |
| Latest date for despatch of Offer Consideration | 27 January 2012 |
| Long Stop Date | 30 March 2012 |
A copy of this announcement is available to view on Charter’s website at
http://www.charter.ie/chtr_int/investors/recommended-acquisition/.
Enquiries
Brunswick Group LLP +44 (0)20 7404 5959
Jonathan Glass
Nina Coad
Goldman Sachs International +44 (0)20 7774 1000
Dominic Lee
Adrian Beidas
J.P. Morgan Cazenove +44 (0)20 7588 2828
Edmund Byers
Robert Constant
RBS Corporate Finance Limited +44 (0)20 7678 8000
Simon Hardy
David Smith
Disclaimers
Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Charter and for no-one else in connection with the matters set out in this announcement and will not be responsible to any person other than Charter for providing the protections afforded to clients of Goldman Sachs International, nor for providing advice in relation to the matters set out in this announcement.
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and corporate broker to Charter and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Charter for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.
RBS Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser and corporate broker to Charter and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Charter for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.
Disclosure requirements of the Takeover Code (the "Code"):
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
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).
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 Takeover Panel's website at http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
1All times shown in this document are Jersey times unless otherwise stated. Some dates are indicative only and will depend, inter alia, on the dates upon which the Court sanctions the Scheme and whether the Conditions are satisfied or waived. IF THE EXPECTED DATE OF THE COURT HEARING TO SANCTION THE SCHEME OR ANY OTHER KEY DATE IS CHANGED, CHARTER WILL GIVE NOTICE OF THIS CHANGE BY ISSUING AN ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE.
2Or such earlier or later time and date (if any) as Charter and Colfax may announce via a Regulatory Information Service.
3 Eastern Standard Time.