TIDMPIM TIDMCRDA
RNS Number : 9637F
Plant Impact PLC
26 February 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN EU
REGULATION NO. 596/2014 AND IS MADE IN ACCORDANCE WITH THE
COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF THAT REGULATION
26 February 2018
RECOMMED CASH OFFER
for
Plant Impact plc
by
Croda Europe Limited
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
PUBLICATION OF THE SCHEME DOCUMENT
On 16 February 2018, the boards of Plant Impact plc ("Plant
Impact" or the "Company") and Croda Europe Limited ("Croda Europe")
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Croda Europe for the entire
issued and to be issued ordinary share capital of Plant Impact (the
"Offer"). It is intended that the Offer will be effected by means
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
Plant Impact and Croda Europe are pleased to announce that the
scheme document containing, amongst other things, the full terms
and conditions of the Offer (the "Scheme Document"), together with
the related Forms of Proxy, is being published and sent today to
Plant Impact Shareholders and, for information only, to persons
with information rights and to holders of options or awards under
the Plant Impact Share Scheme or otherwise under separate share
option agreements.
The Scheme Document will be made available on Plant Impact's
website at http://www.plantimpact.com/investors and on Croda
International Public Limited Company's website at
https://www.croda.com/en-gb/investors in each case up to and
including the end of the Offer.
As described in the Scheme Document, to become effective the
Scheme will require, amongst other things, the approval of Scheme
Shareholders at the Court Meeting and the passing of the
Resolutions by Plant Impact Shareholders at the General Meeting,
and the subsequent sanction of the Court.
Notices of the Court Meeting and the General Meeting, which will
be held at DLA Piper UK LLP, 3 Noble Street, London, EC2V 7EE on 21
March 2018, are set out in the Scheme Document. The Court Meeting
will commence at 10.00 a.m. and the General Meeting at 10.15 a.m.
(or as soon thereafter as the Court Meeting has concluded or been
adjourned).
The expected timetable of principal events is set out in the
Appendix to this announcement. Subject to approval at the relevant
Shareholder Meetings, receipt of the Court sanction and the
satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become effective on 28
March 2018. If any of the key dates set out in the timetable
change, Plant Impact will give notice of this change by issuing an
announcement through a Regulatory Information Service.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
Enquiries:
Croda Europe Tel: +44 (0)
140 586 0551
Conleth Campbell
GCA Altium, financial adviser Tel: +44 (0)
to Croda Europe 845 505 4300
Phil Adams
Paul Lines
Teneo Blue Rubicon, public relations Tel: +44 (0)
adviser to Croda Europe 203 603 5220
Charlie Armitstead
Plant Impact Tel: +44 (0)
158 246 5540
David Jones, Chairman
John Brubaker, Chief Executive
Officer
Peel Hunt, Rule 3 adviser to Tel: +44 (0)
Plant Impact 207 418 8900
Adrian Trimmings
Michael Nicholson
George Sellar
Nicole McDougall
Buchanan, public relations adviser Tel: +44 (0)
to Plant Impact 207 466 5000
Mark Court
Sophie Wills
Jamie Hooper
IMPORTANT NOTICES
GCA Altium, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Croda Europe
and no one else in connection with the matters set out in this
announcement. In connection with such matters, GCA Altium will not
regard any other person as its client, nor will it be responsible
to any other person for providing the protections afforded to
clients of GCA Altium or for providing advice in relation to the
contents of this announcement or any other matter referred to
herein.
Peel Hunt, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for the Plant
Impact and no one else in connection with the matters set out in
this announcement. In connection with such matters, Peel Hunt will
not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to clients of Peel Hunt or for providing advice in
relation to any matter referred to herein.
Neither Peel Hunt nor any of its subsidiaries, affiliates or
branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client in connection with this announcement, any statement
contained herein or otherwise.
Publication on Website(s) and Availability of Hard Copies
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Plant Impact's website and
Croda's website (http://www.plantimpact.com/investors and
https://www.croda.com/en-gb/investors respectively) by no later
than 12 noon on the Business Day following the date of this
announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement), free
of charge, by contacting Peel Hunt during business hours on
+44(0)20 7418 8900 or by submitting a request in writing to Peel
Hunt at Moor House, 120 London Wall, EC2Y 5ET. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines will be open between 9.00 a.m. to 5.00
p.m., Monday to Friday excluding public holidays in England and
Wales. Unless you make such a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Offer be in hard copy form.
APPIX:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme.
Event Time and/or date
Latest time for lodging WHITE 10.00 a.m. on 19
Form of Proxy and registering March 2018(1)
proxy appointments electronically
or through CREST for the Court
Meeting
Latest time for lodging YELLOW 10.15 a.m. on 19
Form of Proxy and registering March 20182
proxy appointments electronically
or through CREST for the General
Meeting
Voting Record Time 6.00 p.m. on 19 March
20183
Court Meeting 10.00 a.m. on 21
March 2018
General Meeting 10.15 a.m. on 21
March 20184
Certain of the following dates
are subject to change (please
see note (5) below):
Court Hearing 27 March 2018
Last day of dealings in, and 27 March 2018
for registration of transfers
of, and disablement in CREST
of, Ordinary Shares
Suspension of dealings in 5.00 p.m. on 27 March
Ordinary Shares 2018
Scheme Record Time 6.00 p.m. on 27 March
2018
Effective Date 28 March 2018
Cancellation of admission 8.00 a.m. on the
to trading of Ordinary Shares next Business Day
after the Effective
Date
Settlement of the consideration within 14 days after
payable under the Offer the Effective Date
Long-Stop Date 30 June 2018(6)
1. The WHITE Form of Proxy for the Court Meeting should be
received by Link Asset Services before 10.00 a.m. on 19 March 2018,
or, if the Court Meeting is adjourned, not later than 48 hours
before the time fixed for the holding of the adjourned meeting.
WHITE Forms of Proxy not so received may be handed to the Chairman
of the Court Meeting before the commencement of the Court
Meeting
2. The YELLOW Form of Proxy for the General Meeting must be
lodged with Link Asset Services before 10.15 a.m. on 19 March 2018
in order for it to be valid, or, if the General Meeting is
adjourned, not later than 48 hours before the time fixed for the
holding of the adjourned meeting. The YELLOW Form of Proxy cannot
be handed to the Chairman of the General Meeting at that
meeting.
3. If a Shareholder Meeting is adjourned, only those Scheme
Shareholders (in the case of the Court Meeting) and Plant Impact
Shareholders (in the case of the General Meeting) on the register
of members of Plant Impact at 6.00 p.m. on the day which is two
days before the date set for the adjourned meeting will be entitled
to attend and vote.
4. To commence at the time fixed or as soon thereafter as the
Court Meeting has concluded or been adjourned.
5. These times and dates are indicative only and will depend,
among other things, on the date on which: (i) the Conditions are
either satisfied, or (if capable of waiver) waived, (ii) the Court
sanctions the Scheme; (iii) the Court Order sanctioning the Scheme
is delivered to the Registrar of Companies. Plant Impact will give
notice of the change(s) by issuing an announcement through a
Regulatory Information Service and, if required by the Panel, send
notice of the change(s) to Plant Impact Shareholders and, for
information only, to persons with information rights in Plant
Impact and to the holders of options or awards under the Plant
Impact Share Scheme or otherwise under separate share option
agreements.
6. This is the last date on which the Scheme may become
Effective unless Croda Europe and Plant Impact, with the consent of
the Panel and, if required, the approval of the Court, agree in
writing a later date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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