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GLOBAL GRAPHICS Global Graphics PLC: Results of the initial acceptance period with respect to the mandatory public takeover bid in cash by Congra

Directive transparence : information réglementée

01/03/2019 08:00

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 RESULTS OF THE INITIAL ACCEPTANCE PERIOD FOR THE MANDATORY PUBLIC TAKEOVER BID IN CASH BY CONGRA SOFTWARE FOR THE REMAINING ISSUED SHARE CAPITAL OF GLOBAL GRAPHICS

Cambridge, U.K. & Belgium 1 March 2019 (08:00 CET)

Global Graphics PLC (Euronext: GLOG) (Global Graphics) and Congra Software S.à.r.l. (Congra) announce the results 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 initial acceptance period was launched on 24 January 2019 and ended on 25 February 2019 (inclusive) at 4:00 p.m. CET (3:00 p.m. GMT). During the initial acceptance period 1,680,099 shares of Global Graphics, representing 14.33% (approximately) of the voting rights in Global Graphics, were tendered in the Takeover Bid. In addition, during the initial acceptance period, 57,849 shares of Global Graphics, representing 0.49% (approximately) of voting rights in Global Graphics, were acquired through market order transactions. The price per share paid in these market order transactions amounted to EUR 4.25 or below.

As a result, at the end of the initial acceptance period, the Bidder together with Powergraph BVBA – who is an affiliate and concert party of the Bidder and who holds 1,640,000 shares in Global Graphics (representing 13.99% (approximately) of the voting rights in Global Graphics) – holds in aggregate 5,872,086 shares in Global Graphics, representing 50.09% (approximately) of the voting rights in Global Graphics.

The payment of the bid price for the tendered shares (amounting to EUR 4.25 per share) will take place on 8 March 2019.

There will be no voluntary reopening of the Takeover Bid in accordance section 7.6(a) of the prospectus relating to 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 TaylorGraeme Huttley
Corporate Communications DirectorChief Financial Officer
Tel: +44 (0)1223 926489Tel: +44 (0)1223 926472
E-mail: jill.taylor@globalgraphics.comE-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.