Recruit announces results of post closing acceptance period for USG People

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Algemeen advies 16/06/2016 09:36
Highlights
Recruit will hold 98.68% of all USG People Shares after settlement of the Post Closing Acceptance Period
Settlement of the Post Closing Acceptance Period will take place on 22 June 2016
Delisting to occur as soon as possible
Recruit intends to initiate buy-out proceedings (uitkoopprocedure) to commence as soon as possible

Tokyo, Japan and Almere, the Netherlands, 16 June 2016

Acceptance during Post Closing acceptance period
Following 17:40 hours CET on 15 June 2016, being the expiry date of the Post Closing Acceptance Period (na-aanmeldingstermijn) of the Offer, 3,107,697 Shares, representing approximately 3.83% of the Shares, were tendered in the Post Closing Acceptance Period. The Shares tendered in the Post Closing Acceptance Period, together with 76,937,783 Shares that were already held by Recruit following Settlement of the Shares tendered in the initial Acceptance Period, represent approximately 98.68% of the Shares and an aggregate value of approximately EUR 1.4 billion (at an Offer Price of EUR 17.50 per Share (cum dividend)).

Settlement
Settlement of the Shares tendered in the Post Closing Acceptance Period and payment of the Offer Price per validly tendered Share shall be made on 22 June 2016 (the "Settlement Date").

Delisting
On the Settlement Date, Recruit and USG People will apply for (i) the delisting of the Shares from Euronext Amsterdam and (ii) the termination of the listing agreement between USG People and Euronext Amsterdam. Information on such application and the expected last day of trading will be announced shortly.

Buy-out proceedings
Recruit will initiate a Statutory Buy-Out or Takeover Buy-Out as soon as possible in order to acquire the remaining Shares not tendered. Reference is made to Section 5.16.2 (Buy-Out) of the Offer Memorandum.
No Dutch dividend withholding tax (dividendbelasting) is due upon disposal of the Shares under the Buy-Out. The Dutch income tax consequences of the Buy-Out are the same as the Dutch income tax consequences of the Offer.

Announcements
Any further announcement in relation to the Offer will be issued by press release. Any joint press release issued by Recruit and USG People will be made available on the website of USG People (www.usgpeople.com). Subject to any applicable requirements under the Applicable Rules and without limiting the manner in which Recruit may choose to make any public announcement, Recruit will have no obligation to communicate any public announcement other than as described above.

Offer memorandum, position statement and further information
Recruit has made the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. In addition, on 31 March 2016 USG People has made available the Position Statement, containing the information required by article 18, paragraph 2 and Annex G of the Decree in connection with the Offer.
The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement. Terms not defined herein shall have the meaning as set out in the Offer Memorandum.
Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate to reach a balanced judgment in respect of the contents of the Offer Memorandum and the Position Statement and the Offer itself. In addition, Shareholders may wish to consult with their tax advisors regarding the tax consequences of tendering their Shares under the Offer.
Digital copies of the Offer Memorandum are available on the website of USG People (www.usgpeople.com). USG People's website does not constitute a part of, and is not incorporated by reference into, the Offer Memorandum. Copies of the Offer Memorandum are also available free of charge at the offices of the Exchange Agent at the address mentioned below.




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