Total Produce Plc IPO Update (6806G)
28 Juillet 2021 - 8:00AM
UK Regulatory
TIDMTOT
RNS Number : 6806G
Total Produce Plc
28 July 2021
This announcement contains inside information for the purposes
of article 7 of the Market Abuse Regulation (EU) 596/2014.
28 July 2021
TOTAL PRODUCE PLC
The board of Total Produce plc announces that it has agreed with
the affiliates of Castle & Cooke, Inc. (the "C&C
shareholders") to the waiver of the Valuation Floor and Minimum
Secondary conditions in the Transaction Agreement which was
announced on 17 February 2021. These waivers have been granted for
Dole plc to proceed with its planned initial public offering
("IPO") on the revised price range between $16.00 and $17.00 per
share. Additionally, it has been agreed that there will be no
secondary offering by the C&C shareholders in the IPO, such
that all of the IPO proceeds will be solely for the benefit of Dole
plc. The aggregate ownership of Total Produce plc shareholders in
Dole plc after the IPO will be reduced from 61.5% to 57.1% using
the mid-point of the revised price range compared to the mid-point
of the previously announced price range.
As provided by the terms and condition of the Scheme of
Arrangement which was approved by the High Court on 20 July 2021,
the waiver of the Valuation Floor and Minimum Secondary conditions
will not necessitate any changes to Share Exchange or the Merger as
described in the Scheme of Arrangement.
As previously announced, trading in Total Produce plc shares on
Euronext Growth and AIM will continue to be possible until the
Share Exchange, as described in the Scheme of Arrangement. Subject
to the Share Exchange being implemented, it is expected that Total
Produce plc shares will be suspended from trading on Euronext
Growth and AIM at 7.30 am (Irish time) on 30 July 2021.
Notice
This Announcement and any statements made in connection with
this Announcement shall neither constitute an offer to sell nor the
solicitation of an offer to buy any securities, or the solicitation
of any proxy, vote, consent or approval in any jurisdiction in
connection with the proposed business combination, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdictions.
This communication is not intended for distribution to, or use by
any person in, any jurisdiction where such distribution or use
would be contrary to local law or regulation.
For further information, please contact:
Brian Bell, Wilson Hartnell PR
brian.bell@ogilvy.com + 353-1-669 0030
Blake Sonnenshein, Brunswick Group
bsonnenshein@brunswickgroup.com +1 212 333 3810
Elizabeth Volpe, Brunswick Group
evolpe@brunswickgroup.com + 1 212 333 3810
Ivan Murphy, Davy Corporate Finance
ivan.murphy@davy.ie +353-1-679 6363
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END
UPDKZGZNFNLGMZZ
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July 28, 2021 02:00 ET (06:00 GMT)
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