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Waterman News Story

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05/07/17 3.00k

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CTI Engineering Co. Waterman Group PLC - Recommended Offer for Waterman Group plc - Part 3

Announcement: Tue 9th May, 2017 7:00am
- Part 3: For the preceding part double click  ID:nRSI5331Eb 

Hale Limited  2,575,000                  8.37%                               
 Total                   7,870,000                  25.59%                              
The following definitions apply throughout this Announcement, unless the
context requires otherwise: 
 "Acquisition"                             the proposed acquisition by CTI of the whole of the issued and to be issued share capital of Waterman, by means of the Offer and the conditional sale agreements referred to in paragraph 6.                                                                                                                                                                                                                                                                      
 "Announcement"                            this announcement of the Offer made in accordance with Rule 2.7 of the Takeover Code.                                                                                                                                                                                                                                                                                                                                                                             
 "Business Day "                           any day (other than a Saturday, Sunday or public holiday) during which banks in London are open for normal business.                                                                                                                                                                                                                                                                                                                                              
 "Closing Price"                           the middle market price of a Waterman Share at the close of business on the day to which such price relates, as derived from the Daily Official List of the London Stock Exchange.                                                                                                                                                                                                                                                                                
 "Companies Act 2006"                      the Companies Act 2006 (as amended from time to time).                                                                                                                                                                                                                                                                                                                                                                                                            
 "Conditions"                              the conditions to the Offer which will be set out in the Offer Document, and which are also set out in Part A of Appendix I to this Announcement.                                                                                                                                                                                                                                                                                                                 
 "CTI"                                     CTI Engineering Co. Limited, a company incorporated and registered in Japan, with its principal office at 3-21-1 Nihombashi Hama-cho, Chuo-ku, Tokyo 103-8430 Japan.                                                                                                                                                                                                                                                                                              
 "CTI Directors"                           the board of directors of CTI.                                                                                                                                                                                                                                                                                                                                                                                                                                    
 "CTI Group"                               CTI and its direct and indirect subsidiaries or subsidiary undertakings from time to time.                                                                                                                                                                                                                                                                                                                                                                        
 "Dealing Disclosure"                      has the same meaning as in Rule 8 of the Takeover Code.                                                                                                                                                                                                                                                                                                                                                                                                           
 "Disclosed"                               the information which has been fairly disclosed by Waterman: (i) in its published annual report and accounts for the year ended 30 June 2016; (ii) in its published interim results for the six months ended 31 December 2016; (iii) in any public announcement on or before 5 p.m. on the Business Day prior to the date of this Announcement; (iv) otherwise in writing to CTI prior to the date of this Announcement; or (v) in this Announcement.             
 "Financial Conduct Authority" or "FCA"    the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA, including its successor(s) from time to time.                                                                                                                                                                                                                                                                                                     
 "First Closing Date"                      the date which falls 21 days after the posting of the Offer Document.                                                                                                                                                                                                                                                                                                                                                                                             
 "Form of Acceptance"                      the form of acceptance and authority relating to the Offer which (in the case of Waterman Shareholders who hold their Waterman Shares in certificated form) will accompany the Offer Document.                                                                                                                                                                                                                                                                    
 "FSMA"                                    the Financial Services and Markets Act 2000 (as amended from time to time).                                                                                                                                                                                                                                                                                                                                                                                       
 "IFRS"                                    the International Financial Reporting Standards.                                                                                                                                                                                                                                                                                                                                                                                                                  
 "Irish PSS 2008"                          the Waterman Company Employee Profit Sharing Scheme dated 1 August 2008.                                                                                                                                                                                                                                                                                                                                                                                          
 "Listing Rules"                           the listing rules made by the FCA under Part VI FSMA.                                                                                                                                                                                                                                                                                                                                                                                                             
 "London Stock Exchange"                   London Stock Exchange plc together with any successors thereto.                                                                                                                                                                                                                                                                                                                                                                                                   
 "LTIP"                                    the Long Term Incentive Plan 2014 approved by Waterman's shareholders on 5 December 2014.                                                                                                                                                                                                                                                                                                                                                                         
 "Management Board"                        the proposed management board of Waterman described in paragraph 11(iii) of this Announcement.                                                                                                                                                                                                                                                                                                                                                                    
 "N+1 Singer"                              Nplus1 Singer Advisory LLP, the financial adviser to Waterman.                                                                                                                                                                                                                                                                                                                                                                                                    
 "Offer"                                   the recommended offer being made by CTI at the Offer Price, to acquire the entire issued and to be issued share capital of the Company on the terms and subject to the Conditions set out in this Announcement and which will be set out in the Offer Document and (where applicable) the Form of Acceptance and including, where the context so requires, any subsequent revision, variation, extension or renewal of, or election available under, such offer.  
 "Offer Document"                          the formal document setting out the full terms and conditions of the Offer to be posted to Waterman Shareholders (other than certain Overseas Waterman Shareholders).                                                                                                                                                                                                                                                                                             
 "Offer Period"                            the offer period (as defined in the Takeover Code) relating to Waterman which commenced on today's date and shall end on the earlier of the date on which the Offer becomes or is declared unconditional as to acceptances and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide).                                                                                                                                
 "Offer Price"                             the consideration for the Offer, being 140 pence in cash for each Waterman Share.                                                                                                                                                                                                                                                                                                                                                                                 
 "Opening Position Disclosure"             has the same meaning as in Rule 8 of the Takeover Code.                                                                                                                                                                                                                                                                                                                                                                                                           
 "Overseas Waterman Shareholders"          Waterman Shareholders who are resident in, or nationals or citizens of, jurisdictions outside the UK or who are nominees of, or custodians, or trustees for, Waterman Shareholders who are citizens, residents or nationals of countries other than the UK.                                                                                                                                                                                                       
 "Panel"                                   the Panel on Takeovers and Mergers.                                                                                                                                                                                                                                                                                                                                                                                                                               
 "Registrars"                              Capita Asset Services, the registrars of Waterman.                                                                                                                                                                                                                                                                                                                                                                                                                
 "Regulatory Information Service"          any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements.                                                                                                                                                                                                                                                                                                                                        
 "Restricted Jurisdiction"                 any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available in that jurisdiction, including the United States, Canada, Australia, Japan, or the Republic of South Africa.                                                                                                                                                           
 "Share Schemes"                           the LTIP, the 2002 SIP, the 2014 SIP, the Irish PSS 2008 and the UK PSS.                                                                                                                                                                                                                                                                                                                                                                                          
 "2002 SIP"                                the Share Incentive Plan adopted by the Waterman Board in 2002.                                                                                                                                                                                                                                                                                                                                                                                                   
 "2014 SIP"                                the Share Incentive Plan adopted by the Waterman Board on 5 December 2014.                                                                                                                                                                                                                                                                                                                                                                                        
 "Substantial Interest"                    a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking.                                                                                                                                                                                                                                                                                                                                                             
 "Takeover Code"                           the City Code on Takeovers and Mergers.                                                                                                                                                                                                                                                                                                                                                                                                                           
 "United Kingdom" or "UK"                  the United Kingdom of Great Britain and Northern Ireland.                                                                                                                                                                                                                                                                                                                                                                                                         
 "UK PSS"                                  the Waterman Partnership Holdings Plc Project Sharing Scheme established on 20 December 1993.                                                                                                                                                                                                                                                                                                                                                                     
 "United States", "USA" or "US"            the United States of America, the territories and possessions, any state of the United States of America, the District of Columbia and all areas subject to its jurisdiction or any political subdivision thereof.                                                                                                                                                                                                                                                
 "Waterman" or the "Company"               Waterman Group plc, a public company incorporated in England and Wales with registered number 02188844 and whose registered office is at Pickfords Wharf, Clink Street, London, SE1 9DG.                                                                                                                                                                                                                                                                          
 "Waterman Directors" or "Waterman Board"  the board of directors of Waterman.                                                                                                                                                                                                                                                                                                                                                                                                                               
 "Waterman Group"                          Waterman and its subsidiary undertakings from time to time, and member of the Waterman Group shall be construed accordingly.                                                                                                                                                                                                                                                                                                                                      
 "Waterman Management Team"                Nick Taylor, Alex Steele, Craig Beresford (all of whom are Waterman Directors) and Neil Humphrey.                                                                                                                                                                                                                                                                                                                                                                 
 "Waterman Profit Forecast"                the profit forecast made by Waterman on 28 February 2017 as referred to in the paragraphs entitled 'Profit forecasts or estimates,' 'Profit Forecast' or 'the Waterman Profit Forecast' in the body of and in Appendix III of this Announcement.                                                                                                                                                                                                                  
 "Waterman Shareholders"                   registered holders of Waterman Shares from time to time other than CTI.                                                                                                                                                                                                                                                                                                                                                                                           
 "Waterman Shares"                         ordinary shares of 10p each in the capital of Waterman.                                                                                                                                                                                                                                                                                                                                                                                                           
 "WH Ireland"                              WH Ireland Limited, the financial adviser to CTI.                                                                                                                                                                                                                                                                                                                                                                                                                 
 "Wider Waterman Group"                    Waterman and its subsidiaries, subsidiary undertakings, any joint venture, partnership, firm or company in which any member of the Waterman Group has a significant interest or any undertaking in which Waterman and such member or undertakings (aggregating their interests) have a Substantial Interest.                                                                                                                                                      
In this Announcement: 
•     all references to "GBP", "pounds", "£", "penny" "pence" or "p" are to
the lawful currency of the United Kingdom; 
•     all references to "JPY", "Yen" or "¥" are to the lawful currency of
•     the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender; 
•     all references to legislation are to English legislation unless the
contrary is indicated, and any reference to any provision of any legislation
includes any amendment, modification, re-enactment or extension thereof; and 
•     all times referred to are London time unless otherwise stated. 
This information is provided by RNS
The company news service from the London Stock Exchange

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