Congra Software and Global Graphics announce the opening of the initial acceptance period for the mandatory public takeover bid in cash byCongra Software on the remaining issued share capital of Global Graphics

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

Cambridge, U.K. & Belgium 23 January 2019 (08:00 CET)

Global Graphics PLC (Euronext: GLOG) (Global Graphics) and Congra Software S.à.r.l. (Congra) announce the opening 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 bid price per share of Global Graphics is EUR 4.25 (the Bid Price). The Takeover Bid is unconditional.

The prospectus, including the response memorandum prepared by the board of directors of Global Graphics and the acceptance form, is available free of charge at the counters of KBC Bank NV or by phone at +32 (0)78 15 21 53 (KBC Bank NV/SA), +32 (0) 800 92 020 (CBC Banque NV/SA) or +32 32 83 29 81 (Bolero by KBC Securities NV/SA). An electronic version of the prospectus, including the response memorandum and the acceptance form, is available on the websites of KBC Securities NV in cooperation with KBC Bank NV (https://www.kbcsecurities.com/prospectus-documents-overviews/prospectus-overview, https://www.kbc.be, https://www.cbc.be and https://www.bolero.be) and Global Graphics (https://www.globalgraphics.com/investors/congra-acquisition).

The initial acceptance period will start on 24 January 2019 and end on 25 February 2019 (inclusive) at 4:00 p.m. CET (3:00 p.m. GMT). Acceptance forms must be deposited with any branch of KBC Bank NV either directly or through a financial intermediary. Any electronic acceptances on CREST must be submitted to Link Asset Services by TTE instruction (Transfer To Escrow instruction) by 25 February 2019 (inclusive) at 4:00 p.m. CET (3:00 p.m. GMT).

The results of the initial acceptance period shall be announced on 1 March 2019. The Bid Price will be paid, at the latest, on the tenth business day following the announcement of the results of the initial acceptance period. Congra intends to pay the Bid Price on 8 March 2019.

If Congra has, by virtue of acceptances of the Takeover Bid, acquired or unconditionally contracted to acquire not less than 90% in value of the shares to which the Takeover Bid relates and 90% of the voting rights carried by those shares in Global Graphics, Congra intends to apply the provisions of Chapter 3 of Part 28 of the UK Companies Act 2006 to acquire compulsorily any shares not acquired or agreed to be acquired by or on behalf of Congra at that time pursuant to the Takeover Bid or otherwise on the same terms as 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.

Editors notes

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.

Contact

For Global Graphics

Jill Taylor
Corporate Communications Director
Tel: +44 (0)1223 926489
E-mail: jill.taylor@globalgraphics.com

Graeme Huttley
Chief Financial Officer
Tel: +44 (0)1223 926472
E-mail: graeme.huttley@globalgraphics.com

For Congra

Mr. Joachim Van Hemelen
CFO
Tel: +32 9 329 57 53
E-mail: joachimvh@hybridsoftware.com

Notification of transactions in shares by persons discharging managerial responsibility (“PDMRs”)

Notification of transactions in shares by persons discharging managerial responsibility ("PDMRs")

Cambridge (UK) 18 January 2019: The Company makes the following announcement and notification in respect of the EU Market Abuse Regulation.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Guido Van der Schueren

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Global Graphics PLC

b)

LEI

213800ZFW446QIHAB654

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary share

GB00BYN5BY03

b)

Nature of the transaction

Acquisition of shares.

c)

Price(s) and volume(s)

Price

EUR 4.2500

Volume

4,000

d)

Aggregated information

– Aggregated volume

 – Price

 

4,000

 EUR 17,000.00

e)

Date of the transaction

17 January 2019

f)

Place of the transaction

Euronext Brussels

Editors notes

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.

Contact

Jill Taylor
Corporate Communications Director
Tel: +44 (0)1223 926489
Email: jill.taylor@globalgraphics.com

Graeme Huttley
Chief Financial Officer
Tel: +44 (0)1223 926472
Email: graeme.huttley@globalgraphics.com

Notification of transactions in shares by persons discharging managerial responsibility (“PDMRs”)

Cambridge (UK) 17 January 2019: The Company makes the following announcement and notification in respect of the EU Market Abuse Regulation.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Guido Van der Schueren

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Global Graphics PLC

b)

LEI

213800ZFW446QIHAB654

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary share

GB00BYN5BY03

b)

Nature of the transaction

Acquisition of shares.

c)

Price(s) and volume(s)

Price

EUR 4.2500

Volume

38

d)

Aggregated information

– Aggregated volume

 – Price

 

38

 EUR 161.50

e)

Date of the transaction

16 January 2019

f)

Place of the transaction

Euronext Brussels

Editors notes

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.

Contact

Jill Taylor
Corporate Communications Director
Tel: +44 (0)1223 926489
Email: jill.taylor@globalgraphics.com

Graeme Huttley
Chief Financial Officer
Tel: +44 (0)1223 926472
Email: graeme.huttley@globalgraphics.com

Transaction in own shares

Cambridge (UK) 16 January 2019: Global Graphics PLC (Euronext: GLOG) (the “Company”) announces that it has transferred 4,194 ordinary shares of €0.40 each (“Ordinary Shares”) out of treasury (the “Shares”).

The Shares were transferred to (i) satisfy a previous award of shares to an employee and (ii) to the Global Graphics Share Incentive Plan (the “SIP”) to satisfy the award of matching shares for partnership shares acquired by employees participating in the SIP.

Following the transfer of the Shares, the Company holds 218,279 Ordinary Shares in treasury and has 11,617,428 Ordinary Shares in issue (excluding shares held in treasury).  The total number of voting rights is therefore 11,617,428.

The total voting rights figure of 11,617,428 may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company.

Editors notes

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.

Contact

Jill Taylor
Corporate Communications Director
Tel: +44 (0)1223 926489
Email: jill.taylor@globalgraphics.com

Graeme Huttley
Chief Financial Officer
Tel: +44 (0)1223 926472
Email: graeme.huttley@globalgraphics.com

Notification of transactions in shares by persons discharging managerial responsibility (“PDMRs”)

Cambridge (UK) 16 January 2019: The Company makes the following announcement and notification in respect of the EU Market Abuse Regulation.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Guido Van der Schueren

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Global Graphics PLC

b)

LEI

213800ZFW446QIHAB654

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary share

GB00BYN5BY03

b)

Nature of the transaction

Acquisition of shares.

c)

Price(s) and volume(s)

Price

EUR 4.2500

Volume

1

d)

Aggregated information

– Aggregated volume

 – Price

 

1

 EUR 4.25

e)

Date of the transaction

15 January 2019

f)

Place of the transaction

Euronext Brussels

Editors notes

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.

Contact

Jill Taylor
Corporate Communications Director
Tel: +44 (0)1223 926489
Email: jill.taylor@globalgraphics.com

Graeme Huttley
Chief Financial Officer
Tel: +44 (0)1223 926472
Email: graeme.huttley@globalgraphics.com

Notification of transactions in shares by persons discharging managerial responsibility (“PDMRs”)

Cambridge (UK) 15 January 2019: The Company makes the following announcement and notification in respect of the EU Market Abuse Regulation.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Guido Van der Schueren

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Global Graphics PLC

b)

LEI

213800ZFW446QIHAB654

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary share

GB00BYN5BY03

b)

Nature of the transaction

Acquisition of shares.

c)

Price(s) and volume(s)

Price

EUR 4.2496

Volume

12,149

d)

Aggregated information

– Aggregated volume

 – Price

 

12,149

 EUR 51,628.39

e)

Date of the transaction

14 January 2019

f)

Place of the transaction

Euronext Brussels

Editors notes

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.

Contact

Jill Taylor
Corporate Communications Director
Tel: +44 (0)1223 926489
Email: jill.taylor@globalgraphics.com

Graeme Huttley
Chief Financial Officer
Tel: +44 (0)1223 926472
Email: graeme.huttley@globalgraphics.com

Financial reporting calendar 2019

Cambridge (UK) 15 January 2019: Global Graphics PLC (Euronext: GLOG) expects to publish the following financial information before market opening on the following dates:

Publication
Date
Annual report and accounts for the year ending 31 December 2018
Tuesday 23 April 2019
Condensed consolidated financial statements for the six months ending
30 June 2019
Tuesday 24 September 2019



The requirement for mandatory quarterly reporting was abolished in 2014.  The Board have a long-term focus on the business, thus the Company will no longer be publishing quarterly trading updates.

Annual General Meeting
The Company expects to hold its annual general meeting on Wednesday 15 May 2019 in Brussels.  The meeting’s timing, venue, and final agenda will be provided in accordance with applicable legal and regulatory provisions.

Editors notes

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.

Contacts

Jill Taylor

Graeme Huttley

Corporate Communications Director

Chief Financial Officer

Tel: +44 (0)1223 926489

Tel: +44 (0)1223 926472

Email: jill.taylor@globalgraphics.com

Email: graeme.huttley@globalgraphics.com


Contact

Jill Taylor
Corporate Communications Director
Tel: +44 (0)1223 926489
Email: jill.taylor@globalgraphics.com

Graeme Huttley
Chief Financial Officer
Tel: +44 (0)1223 926472
Email: graeme.huttley@globalgraphics.com

Notification of transactions in shares by persons discharging managerial responsibility (“PDMRs”)

Cambridge (UK) 14 January 2019: The Company makes the following announcement and notification in respect of the EU Market Abuse Regulation.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Guido Van der Schueren

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Global Graphics PLC

b)

LEI

213800ZFW446QIHAB654

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary share

GB00BYN5BY03

b)

Nature of the transaction

Acquisition of shares.

c)

Price(s) and volume(s)

Price

EUR 4.2500

Volume

5,882

d)

Aggregated information

– Aggregated volume

 – Price

 

5,882

 EUR 24,998.50

e)

Date of the transaction

11 January 2019

f)

Place of the transaction

Euronext Brussels


Editors notes

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.

Contact

Jill Taylor
Corporate Communications Director
Tel: +44 (0)1223 926489
Email: jill.taylor@globalgraphics.com

Graeme Huttley
Chief Financial Officer
Tel: +44 (0)1223 926472
Email: graeme.huttley@globalgraphics.com

Notification of transactions in shares by persons discharging managerial responsibility (“PDMRs”)

Cambridge (UK) 11 January 2019: The Company makes the following announcement and notification in respect of the EU Market Abuse Regulation.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Guido Van der Schueren

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Global Graphics PLC

b)

LEI

213800ZFW446QIHAB654

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary share

GB00BYN5BY03

b)

Nature of the transaction

Acquisition of shares.

c)

Price(s) and volume(s)

Price

EUR 4.2500

Volume

3,000

d)

Aggregated information

– Aggregated volume

 – Price

 

3,000

 EUR 12,750.00

e)

Date of the transaction

10 January 2019

f)

Place of the transaction

Euronext Brussels


Editors notes

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.

Contact

Jill Taylor
Corporate Communications Director
Tel: +44 (0)1223 926489
Email: jill.taylor@globalgraphics.com

Graeme Huttley
Chief Financial Officer
Tel: +44 (0)1223 926472
Email: graeme.huttley@globalgraphics.com

Notification of transactions in shares by persons discharging managerial responsibility (“PDMRs”)

Cambridge (UK) 10 January 2019: The Company makes the following announcement and notification in respect of the EU Market Abuse Regulation.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Guido Van der Schueren

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Global Graphics PLC

b)

LEI

213800ZFW446QIHAB654

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary share

GB00BYN5BY03

b)

Nature of the transaction

Acquisition of shares.

c)

Price(s) and volume(s)

Price

EUR 4.2500

Volume

12,041

d)

Aggregated information

– Aggregated volume

 – Price

 

12,041

 EUR 51,174.25

e)

Date of the transaction

9 January 2019

f)

Place of the transaction

Euronext Brussels

Editors notes

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.

Contact

Jill Taylor
Corporate Communications Director
Tel: +44 (0)1223 926489
Email: jill.taylor@globalgraphics.com

Graeme Huttley
Chief Financial Officer
Tel: +44 (0)1223 926472
Email: graeme.huttley@globalgraphics.com