Takeover Bid for Global Graphics plc
TAKEOVER BID (THE “TAKEOVER BID”) BY CONGRA SOFTWARE S.À.R.L. (“CONGRA”), FOR THE ENTIRE ISSUED SHARE CAPITAL OF GLOBAL GRAPHICS PLC (“GG”) NOT YET OWNED BY CONGRA (AND ITS AFFILIATES/CONCERT PARTIES) (AND EXCLUDING TREASURY SHARES).
ACCESS TO THIS WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THAT JURISDICTION (A “RESTRICTED JURISICTION”).
This Microsite contains announcements, documents and other information (together, the “Information”) published by GG and/or Congra in connection with the Takeover Bid in compliance with the the Belgian Takeover Act and the Belgian Takeover Decree (the “Belgian Takeover Laws”) and the City Code on Takeovers and Mergers (the “UK Takeover Code”). The Information contained in this Microsite is being made available in good faith and for information purposes only and is subject to the terms and conditions set out below.
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of, or any invitation or solicitation of, any offer to purchase or subscribe for any securities pursuant to the Takeover Bid or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Please read this notice carefully – it applies to all persons who view the Microsite to access Information and, depending on who you are and where you live, it may affect your rights. This notice and the Information contained in this Microsite may be altered or updated from time to time, and should be read carefully each time you visit this Microsite. The Information speaks only at the date of the relevant information reproduced on this Microsite. Neither GG nor Congra has, and do not accept, any responsibility or duty to update any such Information and reserves the right to add to, remove or amend any Information reproduced on this Microsite at any time and at their absolute discretion.
Access to the Information
You are attempting to enter this Microsite which is designated for the publication of documents and information in connection with the Takeover Bid.
Please read this notice carefully. It applies to all persons who view this Microsite and, depending on who you are and where you live, it may affect your rights or responsibilities. This notice and the information contained in it may be altered or updated from time to time and should be read in full carefully each time you visit this Microsite.
This Microsite contains electronic versions of materials relating to the Takeover Bid. The materials you are seeking to access are made available by GG in good faith and for information purposes only and are subject to the terms and conditions set out below.
The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction, and the availability of such Information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside Belgium, or to agents, nominees, custodians or trustees for such persons, may be affected by the laws of the relevant jurisdictions. If you are not resident in, or a citizen or national of, a Restricted Jurisdiction, you may access the Information contained in this Microsite but you must first inform yourself about and observe any applicable legal requirements of your jurisdiction. If you are not permitted to view any information in relation to the Takeover Bid by virtue of applicable laws or regulatory requirements, please do not enter this Microsite.
The Takeover Bid is not being made, directly or indirectly, in or into or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce, or any facilities of a national securities exchange, any Restricted Jurisdiction and any offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.
If you are not permitted to view the Information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page and seek independent advice. Neither GG nor Congra nor any of their advisers, assume any responsibility for any violation by any person of any of these restrictions.
Notice to US holders of GG shares
The Takeover Bid will qualify for “Tier I” exemption from the tender offer rules included in Regulation 14E under the US Securities Exchange Act of 1934 and otherwise will be made in accordance with the requirements of the Belgian Takeover Laws and the UK Takeover Code. Accordingly, the Takeover Bid will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law.
The Takeover Bid will be made for the securities of a UK company and is subject to UK and Belgian disclosure requirements, which are different from those of the United States.
It may be difficult for US Shareholders to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Takeover Bid since GG is located outside the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Shareholders may not be able to sue GG or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel GG and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
To the extent permitted by applicable law, in accordance with normal Belgian practice and pursuant to Rule 14e-5(b) of the US Securities Exchange Act of 1934, Congra and its members or their respective nominees, or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Shares other than pursuant to the Takeover Bid such as in open market or privately negotiated purchases outside the United States during the period in which the Takeover Bid remains open for acceptance. In accordance with the requirements of Rule 14e-5(b) such purchases, or arrangements to purchase, must comply with the Belgian Takeover Laws. Any information about such purchases will be, to the extent required, disclosed by way of announcement.
Neither the Takeover Bid nor this Information has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the Information or the merits of the Takeover Bid. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Takeover Bid by a US Shareholder may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Takeover Bid.
Certain Information contained in this Microsite, including information included or incorporated by reference into such Information, contains statements which are, or may be deemed to be, “forward-looking statements” , including statements containing the following words: “believe”, “plan”, “expect”, “anticipate”, “intend”, “continue”, “seek”, “may”, “can”, “will”, “should” or the negative of such terms, and similar expressions. Such forward-looking statements involve uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of GG and Congra, their subsidiaries or affiliated entities or industry results to be materially different from future results, financial condition, performance or achievements expressed or implied in such forward-looking statements. None of GG, Congra, their associates, directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement in this document will actually occur. Given these uncertainties, the Shareholders should only rely to a reasonable extent on such forward-looking statements. These forward-looking statements speak only as of the date of the Information. GG and Congra expressly disclaim any obligation to update any such forward-looking statements in the Information to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except where such update is required pursuant to article 17 of the Belgian Takeover Act.
THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Confirmation of understanding and acceptance of this notice
By accepting below, you:
- confirm that you are permitted to proceed to this Microsite and that you are not (nor do you act on behalf of someone who is) resident in, or a national or citizen of, any jurisdiction that renders the accessing of this Microsite, or any part of this Microsite, illegal;
- agree that you will not forward, transfer or distribute (by any means, including by electronic transmission) any Information in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
- you represent and warrant to GG that you intend to access this Microsite for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
- you agree to be bound by the terms of the notice set out above and you confirm that you are permitted to proceed to this Microsite.
- Press release issued on 5 October 2018
- Notice of meeting for shareholders
- Slide deck from the meeting for shareholders held on 18th October 2018
- Minutes for the meeting for shareholders held on 18th October 2018
- Minutes for the meeting for shareholders held on 18th October in French
- Minutes for the meeting for shareholders held on 18th October in Dutch
- Congra Software and Global Graphics decide not to proceed with Scheme of Arrangement
- Notification announced by the FSMA in accordance with Article 7 of the Royal Decree of 27 April 2007 on public takeover bids
- Congra Software and Global Graphics announce the opening of the initial acceptance period for the mandatory public takeover bid
- Prospectus for the mandatory public takeover bid by Congra Software
- Samenvatting van het Prospectus 22 Januari 2019
- Congra Software and Global Graphics announce the publication of a supplement to the prospectus
- Supplement to the prospectus dated 8 February 2019
- Congra Software and Global Graphics announce the results of the initial acceptance period for the mandatory public takeover bid