PKC Group Plc Company Announcement 11 April 2017 1.40 p.m.
THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
Final result of the subsequent offer period of MSSL Estonia WH OÜ’s public tender offer for all shares and stock options in PKC Group Plc
MSSL Estonia WH OÜ (the "Offeror"), a wholly-owned indirect subsidiary of Motherson Sumi Systems Limited ("MSSL"), commenced on February 6, 2017 a voluntary recommended public tender offer to purchase all the issued and outstanding shares and stock options in PKC Group Plc ("PKC") that are not owned by PKC or any of its subsidiaries (the "Tender Offer"). The subsequent offer period under the Tender Offer (“Subsequent Offer Period”) expired on April 7, 2017.
The Offeror has announced today on April 11, 2017 that according to the final result of the Subsequent Offer Period, the shares tendered during the Subsequent Offer Period represent approximately 1.54 percent of all the shares and voting rights in PKC. Together with the shares tendered during the actual offer period, all the shares tendered in the Tender Offer represent approximately 95.72 percent of all the shares and voting rights in PKC. No stock options have been tendered during the Subsequent Offer Period.
According to the Offeror, taking into account shares in PKC acquired through open market purchases, the Offeror will hold approximately 97.46 percent of all the shares and voting rights in PKC after the settlement of the sale and purchase of the shares tendered during the Subsequent Offer Period. Together with the stock options that were tendered during the actual offer period (approximately 75.79 percent of the stock options), this implies a holding of approximately 97.02 percent of all the shares and voting rights in PKC fully diluted for the outstanding stock options.
The Offeror has announced today on April 11, 2017 that the offer consideration for the shares validly tendered during the Subsequent Offer Period will be paid to the shareholders on or about April 13, 2017 in accordance with the payment procedures described in the terms and conditions of the Tender Offer.
The Offeror’s intention is to acquire all the shares and stock options in PKC. As the Offeror’s ownership in PKC has exceeded nine-tenths (9/10) of the shares and voting rights in PKC through the Tender Offer, the Offeror has filed an application with the Redemption Committee of the Finland Chamber of Commerce to initiate compulsory redemption proceedings for the remaining PKC shares and stock options under the Finnish Companies Act.
The Offeror may purchase shares and stock options in PKC also in public trading on Nasdaq Helsinki Ltd or otherwise at a price not exceeding the offer price of EUR 23.55 per share and at a price not exceeding the offer price for the stock options as follows: EUR 6.90 for each 2012B stock option and EUR 0.27 for each 2012C stock option.
The release of the Offeror referred to above is attached in its entirety as Appendix to this stock exchange release.
PKC Group Plc
Board of Directors
Matti Hyytiäinen
President & CEO
For additional information, contact:
Matti Ruotsala, Chairman of the Board of Directors, PKC Group Plc, contact Sinikka Ravander, Tel. +358 40 1209 277, sinikka.ravander@pkcgroup.com
Distribution
Nasdaq Helsinki
Main media
www.pkcgroup.com
APPENDIX: Release of the Offeror
PKC Group is a global partner, designing, manufacturing and integrating electrical distribution systems, electronics and related architecture components for the commercial vehicle industry, rolling stock manufacturers and other selected segments. The Group has production facilities in Brazil, China, Germany, Lithuania, Mexico, Poland, Russia, Serbia and the USA. The Group's revenue from continuing operations in 2016 totalled EUR 846 million. PKC Group Plc is listed on Nasdaq Helsinki.
DISCLAIMER
THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND THE STOCK OPTIONS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF OR THE INTERNET OR OTHERWISE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. NO HOLDER AND ANY PERSON ACTING FOR THE ACCOUNT OR BENEFIT OF A HOLDER IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG SHALL BE PERMITTED TO ACCEPT THE TENDER OFFER.
PKC’S SHARES HAVE NOT BEEN AND WILL NOT REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ”SECURITIES ACT”), OR UNDER ANY OF THE RELEVANT SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA. PKC’S SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
