JOINT PRESS RELEASE BY CONGRA SOFTWARE SÀRL & GLOBAL GRAPHICS PLC– REGULATED & PRIVILEGED INFORMATION
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ON MARKET ABUSE REGULATION ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
CONGRA SOFTWARE AND GLOBAL GRAPHICS ANNOUNCE THE OPENING OF THE INITIAL ACCEPTANCE PERIOD FOR THE MANDATORY PUBLIC TAKEOVER BID IN CASH BY CONGRA SOFTWARE ON THE REMAINING ISSUED SHARE CAPITAL OF GLOBAL GRAPHICS
Cambridge, U.K. & Belgium 23 January 2019 (08:00 CET)
Global Graphics PLC (Euronext: GLOG) ( Global Graphics ) and Congra Software S.à.r.l. ( Congra ) announce the opening of the initial acceptance period with respect to the mandatory public takeover bid in cash by Congra for all shares not yet owned by Congra (and its affiliates/concert parties) amounting to a total maximum of 64.11% (approximately) of the shares issued by Global Graphics (the Takeover Bid ). The bid price per share of Global Graphics is EUR 4.25 (the Bid Price ). The Takeover Bid is unconditional.
The prospectus, including the response memorandum prepared by the board of directors of Global Graphics and the acceptance form, is available free of charge at the counters of KBC Bank NV or by phone at +32 (0)78 15 21 53 (KBC Bank NV/SA), +32 (0) 800 92 020 (CBC Banque NV/SA) or +32 32 83 29 81 (Bolero by KBC Securities NV/SA). An electronic version of the prospectus, including the response memorandum and the acceptance form, is available on the websites of KBC Securities NV in cooperation with KBC Bank NV (https://www.kbcsecurities.com/prospectus-documents-overviews/prospectus-overview, https://www.kbc.be, https://www.cbc.be and https://www.bolero.be) and Global Graphics (https://www.globalgraphics.com/investors/congra-acquisition).
The initial acceptance period will start on 24 January 2019 and end on 25 February 2019 (inclusive) at 4:00 p.m. CET (3:00 p.m. GMT). Acceptance forms must be deposited with any branch of KBC Bank NV either directly or through a financial intermediary. Any electronic acceptances on CREST must be submitted to Link Asset Services by TTE instruction (Transfer To Escrow instruction) by 25 February 2019 (inclusive) at 4:00 p.m. CET (3:00 p.m. GMT).
The results of the initial acceptance period shall be announced on 1 March 2019. The Bid Price will be paid, at the latest, on the tenth business day following the announcement of the results of the initial acceptance period. Congra intends to pay the Bid Price on 8 March 2019.
If Congra has, by virtue of acceptances of the Takeover Bid, acquired or unconditionally contracted to acquire not less than 90% in value of the shares to which the Takeover Bid relates and 90% of the voting rights carried by those shares in Global Graphics, Congra intends to apply the provisions of Chapter 3 of Part 28 of the UK Companies Act 2006 to acquire compulsorily any shares not acquired or agreed to be acquired by or on behalf of Congra at that time pursuant to the Takeover Bid or otherwise on the same terms as the Takeover Bid.
Further information
This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction.
This announcement does not constitute a prospectus or a prospectus equivalent document.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or Belgium may be restricted by law and therefore any persons who are not resident in the United Kingdom or Belgium who are subject to the laws of any jurisdiction other than the United Kingdom or Belgium (including any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning Global Graphics or Congra or the transactions described in this press release is sent or made available to Global Graphics shareholders in that jurisdiction should inform themselves about, and observe, any applicable legal or regulatory requirements). Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, Global Graphics and Congra disclaim any responsibility or liability for the violation of such restrictions by any person.
Enquiries
For Global Graphics
| Jill Taylor | Graeme Huttley |
| Corporate Communications Director | Chief Financial Officer |
| Tel: +44 (0)1223 926489 | Tel: +44 (0)1223 926472 |
| E-mail: jill.taylor@globalgraphics.com | E-mail: graeme.huttley@globalgraphics.com |
For Congra
| Mr. Joachim Van Hemelen |
| CFO |
| Tel: +32 9 329 57 53 |
| E-mail: joachimvh@hybridsoftware.com |
About Congra
Congra is a holding company which, through its subsidiaries, develops and sells enterprise software for the graphics arts industry. The operating subsidiaries trade primarily under the name of HYBRID Software ( https://www.hybridsoftware.com ), selling their solutions including Cloudflow and Packz. Mr. Guido Van der Schueren is the controlling shareholder of Congra and has been Chairman of Global Graphics since May 2014.
About Global Graphics
Through its operating subsidiaries, Global Graphics PLC (Euronext Brussels: GLOG) is a leading developer of platforms for digital inkjet printing and type design and development. Customers for digital inkjet technology include press manufacturers such as HP, Canon, Durst, Roland, Hymmen and Mark Andy. Those for font design include numerous international brands, from manufacturers such as Mercedes Benz and Siemens, to digital media and epublishing companies.
Global Graphics PLC is headquartered in Cambridge UK. Its subsidiary companies are printing software developers Global Graphics Software ; the type foundry, URW Type Foundry , and the industrial printhead driver solutions specialists, Meteor Inkjet .
