TIDMPIM
RNS Number : 4722I
Plant Impact PLC
21 March 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
21 March 2018
RECOMMENDED 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
RESULTS OF SHAREHOLDER MEETINGS
AND UPDATE TO OFFER TIMETABLE
Plant Impact plc ("Plant Impact" or the "Company") is pleased to
announce that at the Court Meeting and the General Meeting of Plant
Impact Shareholders held earlier today in connection with the
recommended cash offer for Plant Impact by Croda Europe Limited, to
be effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"), all of the
resolutions proposed were duly passed. Full details of the
resolutions are set out in the notices of the Court Meeting and the
General Meeting contained in the circular to Plant Impact
Shareholders dated 26 February 2018 (the "Scheme Document").
At the Court Meeting, a majority in number of Scheme
Shareholders, who voted (either in person or by proxy) and who
together represented over 75 per cent. by value of the votes cast,
voted in favour of the resolution to approve the Scheme. The
resolution was accordingly passed. At the General Meeting, the
special resolution to provide for the implementation of the Scheme
was also passed by the requisite majority.
COURT MEETING
The voting on the resolution to approve the Scheme was taken on
a poll and the results were as follows:
Number of Scheme Shareholders voting: For: 48 (87.27%); Against:
7 (12.73%)
Number of votes: For: 59,550,970 (99.38%); Against: 370,532
(0.62%)
Percentage of eligible Scheme Shares voted: For: 62.95%;
Against: 0.39%
GENERAL MEETING
The voting on the special resolution to provide for the
implementation of the Scheme was taken on a poll and the results
were as follows:
Number of votes: For: 60,885,844 (99.22%); Against: 480,303
(0.78%).
Completion of the Offer remains subject to the satisfaction or,
if applicable, waiver of the other Conditions set out in the Scheme
Document, including the Court sanctioning the Scheme at the Court
Hearing which is expected to take place on 27 March 2018.
UPDATE TO OFFER TIMETABLE
The indicative timetable for implementation of the Scheme, which
was set out on page 7 of the Scheme Document, is updated as
follows: it is now expected that dealings in Plant Impact Ordinary
Shares will be suspended from trading on AIM with effect from 7.30
a.m. on 28 March 2018 and cancellation of the Company's AIM
securities expected with effect from 7.00 a.m. on 29 March
2018.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMGMGZFFMVGRZM
(END) Dow Jones Newswires
March 21, 2018 09:08 ET (13:08 GMT)
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