TIDMCRE TIDMCRE
RNS Number : 1028S
Creston PLC
16 December 2016
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
16 December 2016
Recommended acquisition of Creston plc ("Creston")
by
RedWhiteBlue Digital Marketing Services Holdings Ltd
("Bidco")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Shareholder Meetings - 16 December 2016
The Board of Creston is pleased to announce that, at the Court
Meeting and the General Meeting held earlier today in connection
with the recommended acquisition by Bidco of the entire issued and
to be issued ordinary share capital of Creston to be effected by
way of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"), Creston Shareholders voted to:
-- approve the Scheme by the requisite majority, at the Court Meeting; and
-- pass the special resolution (the "Resolution") in connection
with the amendment of Creston's articles of association and the
implementation of the Scheme, at the General Meeting.
Details of these resolutions passed are set out in the notices
of the Court Meeting and General Meeting contained in the scheme
document dated 25 November 2016 sent or otherwise made available to
Creston Shareholders (the "Scheme Document"), which document,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, is available on Creston's website at
www.creston.com.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Voting results of the Court Meeting
The Scheme was approved by the requisite majority on a poll vote
at the Court Meeting held at 10.00 a.m. on 16 December 2016. A
majority in number of the Scheme Shareholders who voted (either in
person or by proxy), representing over 75 per cent. in value of the
Scheme Shares held by Scheme Shareholders who voted (either in
person or by proxy), voted to approve the Scheme.
The results of the poll at the Court Meeting held on 16 December
2016 were as follows:
Results of Number of Percentage Number of Percentage Number of
Court Meeting Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
voted Shares voted who voted Shareholders voted as
who voted a percentage
of issued
ordinary
share capital
entitled
to vote on
the Scheme
(i.e. excluding
Creston Shares
held by Bidco)
---------------- --------------- -------------- --------------------- -------------- -----------------
FOR 25,447,573 99.21 175 91.15 60.27
---------------- --------------- -------------- --------------------- -------------- -----------------
AGAINST 203,199 0.79 17 8.85 0.48
---------------- --------------- -------------- --------------------- -------------- -----------------
TOTAL 25,650,772 100 192 100 60.75
---------------- --------------- -------------- --------------------- -------------- -----------------
Voting results of the General Meeting
The Resolution was passed by the requisite majority on a poll
vote at the General Meeting held at 10.15 a.m. on 16 December
2016.
The results of the poll at the General Meeting held on 16
December 2016 were as follows:
FOR AGAINST TOTAL WITHHELD*
------------------ ------------------ ----------------- ------------ ------------
Resolution No. of % No. of % No. of Votes No. of Votes
Votes Votes Votes Votes
------------------ ---------- ------ --------- ------ ------------ ------------
To give effect
to the Scheme,
as set out in
the notice of
general meeting
of Creston by,
amongst other
things, amending
the articles
of association
of Creston 41,511,377 95.19 2,099,636 4.81 43,611,013 911,347
------------------ ---------- ------ --------- ------ ------------ ------------
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Resolution.
Effective date and timetable
Completion of the Acquisition remains subject to satisfaction or
(if capable of waiver) waiver of the other Conditions set out in
the Scheme Document including, inter alia, the sanction by the
Court of the Scheme at the Scheme Court Hearing, which is expected
to take place on 21 December 2016. Subject to the Scheme receiving
the sanction of the Court on that date, the Scheme is expected to
become Effective on 22 December 2016. The expected timetable of
principal events for the implementation of the Scheme is set out on
page 7 of the Scheme Document. As described in detail in the Scheme
Document, the expected date of the Scheme Court Hearing (to
sanction the Scheme) and each of the subsequent dates set out in
this timetable could be subject to change. Creston is applying to
the UK Listing Authority and to the London Stock Exchange (a) for
the listing of Creston Shares on the Official List and the trading
of the Creston Shares on the Main Market, to be suspended with
effect from 7.30 a.m. on 22 December 2016 and (b) for such listing
and admission to trading of Creston Shares to be cancelled with
effect from 8.00 a.m. on 23 December 2016, in each case subject to
the Scheme receiving sanction by the Court at the Scheme Court
Hearing.
If any of the key dates set out in the expected timetable
change, Creston will give notice of this change by issuing an
announcement through a Regulatory Information Service. Such
announcement would, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, be available on
Creston's website at www.creston.com.
In addition, a copy of this announcement and Creston's amended
articles of association will also be available on Creston's website
at www.creston.com, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions. Further, a copy of
the Resolution and the amended articles of association will be
submitted electronically to the National Storage Mechanism, where
they will be available for inspection at
www.morningstar.co.uk/uk/NSM.
Enquiries:
Creston plc Tel: +44 (0)20
7930 9757
Barrie Brien, Group Chief Executive
Kathryn Herrick, Chief Financial
Officer
Rothschild (Financial Adviser to Tel: +44 (0)20
Creston) 7280 5000
Warner Mandel
Alex Mathé
Liberum Capital Limited (Corporate Tel: +44 (0)20
Broker to Creston) 3100 2000
Steve Tredget
Neil Patel
Important notices
This announcement is for information purposes only. It is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities whether pursuant to this announcement or otherwise.
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, 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.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom, and the ability of
Creston Shareholders who are not resident in the United Kingdom to
participate in the Acquisition, may be restricted by relevant laws
and/or regulations. Therefore, any persons who are subject to the
laws and regulations of any jurisdiction other than the United
Kingdom, or Creston Shareholders who are not resident in the United
Kingdom, should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
The Acquisition is not being made, directly or indirectly, in,
into or from a jurisdiction where to do so would violate the laws
of that jurisdiction. Accordingly, 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.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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. Further
details in relation to Creston Shareholders in overseas
jurisdictions is contained in the Scheme Document.
Notice to US investors
Creston Shareholders in the United States should note that the
Acquisition relates to the shares of an English company that is not
registered under the US Exchange Act and is proposed to be effected
by means of a scheme of arrangement provided for under English law,
the Takeover Code and UK disclosure requirements. 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 US
Exchange Act. Accordingly, the Acquisition, this announcement and
certain other documents related to the Acquisition are subject to
the disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
disclosure requirements of the United States tender offer and proxy
solicitation rules under the US Exchange Act. Creston's financial
statements, and all financial information that is included in
documents relating to the Acquisition, have 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 any other documents related to the Acquisition. 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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) applies must be
made by no later than 3:30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3:30 p.m. (London time) on the 10th
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 Takeover 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. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3:30 p.m. (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 be deemed to be a single
person for the purpose of Rule 8.3.
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).
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 Takeover 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Takeover Panel's Market Surveillance Unit on +44
(0)20 7638 0129.
Publication on website and hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) on Creston's website at www.creston.com by no later
than 12:00 noon (London time) on 19 December 2016 (being the
business day following the date of this announcement). The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Creston Shareholders may request a 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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