TIDMCRE TIDMCRE
RNS Number : 2267Q
Creston PLC
25 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
25 November 2016
RECOMMED CASH ACQUISITION
of
Creston plc ("Creston")
by
RedWhiteBlue Digital Marketing Services Holdings Ltd
("Bidco")
a newly incorporated entity indirectly owned and controlled by
investment funds (the "DBAY Funds") controlled and managed by DBAY
Advisors Limited ("DBAY")
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Publication and Posting of Scheme Document
On 17 November 2016, the Boards of Creston and Bidco announced
that they had reached agreement on the terms of a recommended cash
acquisition pursuant to which Bidco will acquire the entire issued
share capital of Creston (the "Acquisition"). As outlined in that
announcement, the Acquisition is to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
Accordingly, Creston announces that it is today posting to
Creston Shareholders a scheme document relating to the Acquisition
(the "Scheme Document"), together with the associated Forms of
Proxy. The Scheme Document sets out, among other things, the full
terms and conditions of the Scheme, an explanatory statement,
notices of the required meetings, a timetable of principal events
and details of the action to be taken by Creston Shareholders.
As further detailed in the Scheme Document, to become effective,
the Scheme will require, among other things, the approval of Scheme
Shareholders at the Court Meeting and the passing of the Resolution
at the General Meeting, and then the approval of the Court. Notices
convening the Court Meeting and the General Meeting, commencing at
10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court
Meeting is concluded or adjourned), respectively, on 16 December
2016 at the offices of Addleshaw Goddard LLP at Milton Gate, 60
Chiswell Street, London EC1Y 4AG, are contained in the Scheme
Document.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of the opinion
of the holders of Scheme Shares. Holders of Scheme Shares are
therefore strongly urged to complete, sign and return the Forms of
Proxy (once received), or, alternatively, submit your proxy by
electronic means, for both the Court Meeting and the General
Meeting, as soon as possible.
The Scheme Document will also be available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Creston's website at www.creston.com. A copy of the Scheme Document
will also be submitted to the National Storage Mechanism, where it
will be available for inspection at
www.morningstar.co.uk/uk/NSM.
Subject to approval at the relevant meetings, Court approval and
the satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become effective on or
around 22 December 2016.
The expected timetable of principal events is attached as an
Appendix to this announcement.
Holders of Creston Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
All references to time in this announcement are to London time.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document.
Information for Creston Shareholders
A shareholder helpline is available for Creston Shareholders. If
you have any questions about this announcement, the Scheme, the
Court Meeting or the General Meeting, or are in any doubt as to how
to complete the Forms of Proxy or to otherwise file a proxy voting
instruction, please call Creston's registrars, Capita Asset
Services on 0871 664 0300 or +44 371 664 0300 (if calling from
outside the UK). Calls to the 0871 664 0300 number are charged at
12 pence per minute plus your phone company's access charge. Lines
are open from 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding
English and Welsh public holidays). Calls to the helpline from
outside the UK will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. Please note that Capita Asset Services cannot
provide advice on the merits of the Proposals nor give financial,
tax, investment or legal advice.
Enquiries:
+44 (0) 16 2469
DBAY / Bidco 0900
Mike Haxby
Alex Paiusco
GCA Altium (Financial Adviser +44 (0) 20 7484
to Bidco) 4040
Tim Richardson
Declan O'Connor
+ 44 (0) 20 7930
Creston plc 9757
Barrie Brien, Group Chief Executive
Kathryn Herrick, Chief Financial
Officer
Rothschild (Financial Adviser +44 (0) 20 7280
to Creston) 5000
Warner Mandel
Alex Mathé
Liberum Capital (Corporate +44 (0) 20 3100
Broker to Creston) 2000
Steve Tredget
Neil Patel
Important notices
GCA Altium Limited ("GCA Altium"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to Bidco and no one else
in connection with the matters referred to in this announcement and
will not be responsible to anyone other than Bidco for providing
the protections afforded to clients of GCA Altium nor for providing
advice in relation to the matters referred to in this
announcement.
NM Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority is acting exclusively as financial adviser to
Creston and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than Creston for providing the protections afforded to clients of
Rothschild nor for providing advice in relation to the matters
referred to in this announcement.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
is acting exclusively as corporate broker to Creston and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Creston for providing the protections afforded to clients of
Liberum nor for providing advice in relation to the matters
referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of any securities pursuant
to the Acquisition in any jurisdiction in contravention of any
applicable laws.
The Acquisition is intended to be implemented by way of a Scheme
pursuant to the terms of the Scheme Document, which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Scheme. Any decision, vote or
other response in respect of the Acquisition should be made only on
the basis of information contained in the Scheme Document. Creston
Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully once it has been
dispatched.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the City Code on Takeovers & Mergers (the
"Code") and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Creston Shares in respect of the Scheme at the Meetings
or to execute and deliver Forms of Proxy or other proxy voting
instruction appointing another to vote at the Meetings on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. This announcement has been prepared for
the purpose of complying with English law and the Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors
The Acquisition relates to the shares of an English company that
is not registered under US Securities Exchange Act of 1934 (the "US
Exchange Act") and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement which differ from the
disclosure requirements in the United States tender offer and proxy
solicitation rules under the Exchange Act. Financial information
included (or incorporated by reference) in this announcement and
the Scheme Document in relation to Creston has been or will have
been prepared in accordance with accounting standards applicable in
the United Kingdom that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States. Neither the United States
Securities and Exchange Commission nor any US state securities
commission has approved or disapproved the Acquisition or passed
any opinion upon the adequacy or completeness of this announcement
or the Scheme Document. It may be difficult for US holders of
Creston Shares to enforce their rights and any claim arising out of
US federal laws, since Creston and certain affiliates of Bidco are
located in a non-US jurisdiction and some or all of their officers
and directors may be resident in a non-US jurisdiction. US holders
of Creston Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement. If Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, such Takeover Offer will be
made in compliance with applicable US laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
Provision of certain information
Please be aware that addresses, electronic addresses and certain
other information provided by Creston Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Creston may be provided to Bidco and/or Bidco
during the Offer Period as required under Section 4 of Appendix 4
of the Code.
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3:30 pm (London time) on the 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 pm (London time) on the 10(th) Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3:30 pm (London time) on the Business Day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will normally be deemed to be a
single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and hard copies
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Creston's website at
www.creston.com.
Neither the content of the websites nor the content of any other
website accessible from hyperlinks on such website is incorporated
into, or forms part of, this announcement.
Creston Shareholders may request a hard copy of this
announcement (and any information incorporated into it by reference
to another source) by submitting a request in writing to Capita
Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU or
by calling Capita Asset Services on 0871 664 0300 (or, if calling
from outside the United Kingdom, on +44 371 664 0300). Calls to the
0871 664 0300 number cost 12 pence per minute plus your phone
company's access charge. Calls to the helpline from outside the UK
will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
Please note that no advice on the Acquisition or its merits, nor
any legal, taxation or financial advice, can be given. Your
attention is drawn to the fact that a hard copy of this
announcement will not be sent to you unless so requested. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should
be in hard copy form.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme
Event Time and/or date
Record date for 2016 Interim Dividend 6.00 p.m. on 2
Latest time for receipt of Forms December 2016
of Proxy for:
10.00 a.m. on 14
* Court Meeting (BLUE form) December 2016([1])
10.15 a.m. on 14
* General Meeting (WHITE form) December 2016(1)
Voting Record Time for the Court 6.30 p.m. on 14
Meeting and General Meeting December 2016([2])
Court Meeting 10.00 a.m. on 16
December 2016
General Meeting 10.15 a.m. on 16
December 2016([3])
Payment of 2016 Interim Dividend 20 December 2016
The following dates are indicatives only and subject
to change; please see note 4 below
Scheme Court Hearing (to sanction 21 December 2016(4)
the Scheme)
Last day of dealings in, and for 21 December 2016([4])
registration of transfers and disablement
in CREST of, Creston Shares
Scheme Record Time 6.00 p.m. on 21
December 2016(4)
Suspension of listing of, and dealings, 7.30 a.m. on 22
settlements and transfers in, Creston December 2016(4)
Shares
Expected Effective Date of the Scheme 22 December 2016(4)
Cancellation of listing and admission 23 December 2016(4)
to trading of, and cessation of
dealings in, Creston Shares
Latest date of despatch of cheques 5 January 2017([5])
in respect of Scheme Shares held
in certificated form and the cash
consideration payable for Scheme
Shares held in uncertificated form
Long Stop Date, being the date by 24 February 2017
which the Scheme must be implemented
Notes:
[1] If the BLUE Form of Proxy for the Court Meeting is not
received, by 10.00 a.m. on 14 December 2016, it may be handed to
Creston's Registrars, on behalf of the Chairman of the Court
Meeting, or to the Chairman at the Court Meeting at any time before
the taking of the poll and still be valid. However, the WHITE Form
of Proxy for the General Meeting must be received by 10.15 a.m. on
14 December 2016 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. WHITE Forms of Proxy may
NOT be handed to the Chairman of the General Meeting or Creston's
Registrars.
[2] If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.30 p.m. on the date which is two days before the date fixed for
the adjourned meeting.
[3] The General Meeting will commence at 10.15 a.m. on 16
December 2016 or, if later, as soon thereafter as the Court Meeting
has been concluded or adjourned.
[4] The dates and times above are indicative only and will
depend on, among other things, the date on which: (i) the
Conditions are either satisfied or waived (to the extent they are
capable of being waived); (ii) the Court sanctions the Scheme; and
(iii) the copy of the Scheme Court Order is delivered to the
Registrar of Companies for registration. If any of the expected
dates change, Creston will give adequate notice of any change by
issuing an announcement through a Regulatory Information Service
and may also post notice of the change to Creston Shareholders.
[5] In any event, within 14 days of the Effective Date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPAKPDDOBDDKDB
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November 25, 2016 12:15 ET (17:15 GMT)
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