Rule 2.8 Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
Statement Regarding CIP Merchant Capital Limited ("CIP Merchant Capital", "CIP")
Corporation Financière Européenne S.A. on behalf of funds or vehicles which are managed or advised by it ("CFE") refers to its announcement made on 26 January 2021 regarding a possible all-cash offer for the issued (and to be issued) share capital of CIP at a price of 50 pence per share (the "Possible Offer").
CFE today confirms that it does not intend to make an offer for CIP under Rule 2.7 of the Code.
As outlined in the statement made on 26 January 2021, CIP's shares have consistently traded at a significant discount to net asset value ("NAV"). CFE continues to consider that the principal benefits CIP and its shareholders should expect from its shares being publicly traded including, access to capital and liquidity for shareholders, are not being achieved and the costs of maintaining CIP's public quote are a drain on CIP's resources.
CFE will continue to seek to engage with the Board of CIP as CIP's largest shareholder, owning approximately 15.9 per cent. of the issued share capital of CIP.
As a result of this announcement, CFE is bound by the restrictions under Rule 2.8 of the Code. Pursuant to Rule 2.8 of the Code, CFE reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances:
(i) with the agreement of the board of CIP;
(ii) following the announcement of a firm intention to make an offer for CIP by or on behalf of a third party;
(iii) following the announcement by CIP of a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and
(iv) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).
Corporation Financière Européenne S.A
Investec Bank plc (Financial adviser to CFE)
+44 (0) 207 597 5970
This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as lead financial adviser exclusively for CFE and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than CFE for providing the protections afforded to clients of Investec, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with this announcement, any statement contained herein or otherwise.