Colt shareholder Fidelity leads GBP 1.7bn takeover offer
FMR and FIL (together, "Fidelity") today announce their intention to make an all cash final offer through Lightning Investors Limited ("BidCo") (an entity jointly owned by FMR and FIL) to acquire the issued and to be issued share capital of Colt Group S.A. ("Colt" or the "Company") not currently owned by Fidelity (the "Offer").
Under the terms of the Offer, Colt Shareholders will be entitled to receive 190 pence in cash for each Colt Share held. This price will not be increased. The Offer values the entire issued and to be issued share capital of Colt at approximately GBP 1.7bn.
The Offer Price, which Fidelity believes fully and fairly values the Colt Shares and reflects the anticipated plans of Colt's management for the business and its prospects, represents a premium of approximately:
• 34.4 per cent. to the volume weighted average closing price per Colt Share of 141 pence for the twelve months ended on 18 June 2015 (being the last Business Day prior to the date of this announcement);
• 28.6 per cent. to the volume weighted average closing price per Colt Share of 148 pence for the three months ended on 18 June 2015 (being the last Business Day prior to the date of this announcement); and
• 21.3 per cent. to the Closing Price per Colt Share of 157 pence on 18 June 2015 (being the last Business Day prior to the date of this announcement).
The Offer will be conditional upon, amongst other things:
• the approval by a majority of Independent Colt Shareholders voting on a resolution to terminate the Relationship Agreement; and
• BidCo receiving acceptances (which are not, where permitted, withdrawn) in respect of Colt Shares which, when aggregated with Fidelity's existing shareholdings in Colt, represent not less than 95 per cent. in nominal value of the issued or to be issued Colt Shares (or such lesser percentage not being less than 80 per cent. as BidCo may decide of the issued share capital of Colt) and not less than 95 per cent. (or such lesser percentage not being less than 80 per cent. as BidCo may decide) of the voting rights carried by those Colt Shares.
Due to the existing shareholdings of Fidelity in Colt, the Offer does not constitute a takeover offer for the purposes of the Takeover Directive and accordingly is not a transaction regulated by the Panel or the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg.
Fidelity has stated that it is a committed and long term investor and will not sell or take any other steps to dispose of its Colt Shares to any third party prior to 31 December 2016. Although the Code does not apply to the Offer, Fidelity will treat this statement as binding on it as if it was a post-offer undertaking to which the Code applied. Fidelity will repeat this commitment in the Offer Document.
BidCo has received irrevocable undertakings to accept or procure acceptance of the Offer and to vote in favour of the Shareholders Resolutions and against any Impeding Resolution from Ruffer LLP and Standard Life Investments in respect of 70,148,176 Colt Shares representing, in aggregate, approximately 23.4 per cent. of Colt's issued share capital held by Independent Colt Shareholders; and in aggregate, approximately 7.8 per cent. of Colt's issued share capital.
If the Offer becomes, or is declared, unconditional in all respects and sufficient acceptances are received, BidCo intends to procure that Colt will make an application for the cancellation of the listing on the Official List of the Colt Shares and for the cancellation of the admission to trading on the London Stock Exchange's market for listed securities of the Colt Shares. Cancellation of the admission to trading is likely to reduce significantly the liquidity and marketability of any Colt Shares in respect of which the Offer has not been accepted at such time.
BidCo is a newly-incorporated company formed by Fidelity for the purposes of making the Offer. FMR is a privately owned American multinational financial services company focused primarily on the provision of asset management and financial services across North America. FIL is a privately owned international provider of asset management and financial services for clients across Europe, EMEA and Asia.
J.P. Morgan Cazenove acted as financial adviser to Fidelity.