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
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
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 to Croda Europe |
Tel: +44 (0) 845 505 4300 |
Phil Adams |
|
Paul Lines |
|
Teneo Blue Rubicon, public relations adviser to Croda Europe |
Tel: +44 (0) 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 Plant Impact |
Tel: +44 (0) 207 418 8900 |
Adrian Trimmings |
|
Michael Nicholson |
|
George Sellar |
|
Nicole McDougall |
|
Buchanan, public relations adviser to Plant Impact |
Tel: +44 (0) 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.
APPENDIX:
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 Form of Proxy and registering proxy appointments electronically or through CREST for the Court Meeting |
10.00 a.m. on 19 March 20181 |
Latest time for lodging YELLOW Form of Proxy and registering proxy appointments electronically or through CREST for the General Meeting |
10.15 a.m. on 19 March 20182 |
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 for registration of transfers of, and disablement in CREST of, Ordinary Shares |
27 March 2018 |
Suspension of dealings in Ordinary Shares |
5.00 p.m. on 27 March 2018 |
Scheme Record Time |
6.00 p.m. on 27 March 2018 |
Effective Date |
28 March 2018 |
Cancellation of admission to trading of Ordinary Shares |
8.00 a.m. on the next Business Day after the Effective Date |
Settlement of the consideration payable under the Offer |
within 14 days after the Effective Date |
Long-Stop Date |
30 June 20186 |
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.
