TIDMSTT
RNS Number : 3193K
Straight PLC
23 June 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Recommended cash offer
for
Straight plc ("Straight")
by
One51 Plastics Holdings Limited ("One51")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 200
Amendment to Timetable
In the Scheme Document posted to Straight Shareholders on 16 May
2014, the expected timetable indicated that the Court Hearings, to
sanction the Scheme and confirm the Capital Reduction, would be
held on 1 July 2014 and 3 July 2014 respectively.
Straight announces that the expected timetable for the remaining
elements of the Scheme has been amended to allow sufficient time to
satisfy the remaining conditions set out in Part Three of the
Scheme Document, including, inter alia, the Competition and Markets
Authority issuing a decision, in terms reasonably satisfactory to
One51, that it is not referring the proposed acquisition of
Straight by One51 to a Phase 2 investigation under section 33
Enterprise Act ("Phase 2 investigation").
The Court Hearings (to sanction the Scheme and confirm the
Capital Reduction) will be adjourned and the Scheme will not become
Effective on 4 July 2014. The last day of dealings in and
registration of transfers of Straight Shares and disablement of
Straight Shares in CREST will, therefore, not be 1July 2014.
The revised expected timetable is therefore as follows:
Event Date
------------------------------------------------- -----------------------
Last day of dealings in, and for registration 6 August 2014
of transfers of, and disablement in
CREST of, Straight Shares
------------------------------------------------- -----------------------
Scheme Court Hearing 6 August 2014
------------------------------------------------- -----------------------
Dealings in Straight Shares suspended 7.30 a.m. on 7 August
from trading on AIM 2014
------------------------------------------------- -----------------------
Scheme Record Time 6.00 p.m. on 7 August
2014
------------------------------------------------- -----------------------
Reduction Court Hearing 8 August 2014
------------------------------------------------- -----------------------
Effective Date of the Scheme and re-registration 11 August 2014
as a private company
------------------------------------------------- -----------------------
Cancellation of admission of Straight 7.00 a.m. on 11 August
Shares to trading on AIM 2014
------------------------------------------------- -----------------------
Latest date for despatch of cheques 25 August 2014
or settlement through CREST in respect
of the Cash Consideration
------------------------------------------------- -----------------------
Long stop date, being the last date 31 August 2014
on which the Scheme can become effective
------------------------------------------------- -----------------------
These dates and times are indicative only and will depend, among
other things, upon the date upon which the Court sanctions the
Scheme and confirms the Capital Reduction and the date on which the
Conditions set out in Part Three of the Scheme Document are
satisfied or (if applicable) waived. It will also depend on when
the Court Orders sanctioning the Scheme and confirming the Capital
Reduction are delivered to the Registrar of Companies. Straight
will give notice of any further change(s) to the timetable by
issuing an announcement through a Regulatory Information Service.
All Straight Shareholders have the right to attend the Court
Hearings.
Next steps
Implementation of the Scheme remains subject to the satisfaction
or, if permitted, waiver of the remaining conditions set out in
Part Three of the Scheme Document, including, inter alia, the
Competition and Markets Authority issuing a decision, in terms
reasonably satisfactory to One51, that it is not referring the
proposed acquisition of Straight by One51 to a Phase 2
investigation, and the sanction of the Scheme and the confirmation
of the Capital Reduction by the Court.
Straight plc +44 (0) 113 245 2244
James Newman, Chairman
Jonathan Straight, Chief Executive
Officer
Cenkos Securities plc (Financial
Adviser to Straight) +44 (0) 20 7397 8900
Ivonne Cantu/Michael Johnson
(Corporate Finance)
Christian Hobart (Sales)
One51 Group +353(0)1 612 1151
Alan Walsh, Chief Executive Officer
IBI Corporate Finance Limited
(Financial Adviser to One51)
Leo Casey +353(0) 7662 348000
Important Notices
Words and expressions defined in the Scheme Document have the
same meanings when used in this announcement.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser to Straight in connection with the Acquisition and no one
else and will not be responsible to anyone other than Straight for
providing the protections afforded to the clients of Cenkos nor for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
IBI Corporate Finance Limited is authorised and regulated in the
Republic of Ireland by the Central Bank of Ireland. IBI is acting
as financial adviser to One51 and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the matters in this document and will not be
responsible to anyone other than One51 for providing the
protections afforded to clients of IBI or for providing advice in
relation to the Acquisition or any other matters referred to in
this document.
This announcement is for information purposes only. Neither this
announcement nor the Scheme Document (or any accompanying
documents) constitute or form part of any offer to sell or issue or
an invitation to purchase or subscribe for any securities or a
solicitation of an offer to buy any securities pursuant to these
documents or otherwise in any jurisdiction in which such offer,
invitation or solicitation is unlawful nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this announcement and/or the accompanying
documents come should inform themselves about, and observe, such
restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. This announcement, the Scheme Document and the
accompanying documents have been prepared for the purpose of
complying with English law, the City Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England and Wales or if the City Code and/or the AIM Rules had not
applied. This announcement and the Scheme Document are governed by
English law and are subject to the jurisdiction of the English
courts.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and the issue of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date.
DISCLOSURE OF DEALINGS
Opening position disclosure
Under Rule 8.3(a) of the City Code, any person who is, or
becomes, interested in one 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 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 City Code, any person who is, or
becomes, interested in one 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 p.m. 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. 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 AVAILABILITY OF HARD COPIES
A copy of this announcement and the Scheme Document (together
with all documentation incorporated by reference) is, and will be,
available during the course of the Offer, free of charge, subject
to any applicable restrictions to persons in jurisdictions outside
the United Kingdom, at the Straight website at
http://www.straight.co.uk and the One51 website at
http://www.one51.com.
Save where expressly stated in this announcement, neither the
contents of the Straight website, the One51 website, nor those of
any other website accessible from hyperlinks on the Straight and
the One51 websites, are incorporated into, or form part of, this
announcement.
You may request a hard copy of this announcement and/or the
Scheme Document, together with any information expressly
incorporated by reference in this announcement or the Scheme
Document, and any of the accompanying documents by contacting the
registrars to Straight, Capita Asset Services, on 0871 664 0321, if
calling from within the United Kingdom, or, +44 (0)20 8639 3399, if
calling from outside the United Kingdom. Calls to the 0871 664 0321
number from within the United Kingdom cost 10 pence per minute from
a BT landline; other providers or other network costs may vary.
Calls to the +44 (0)20 8639 3399 number from outside the United
Kingdom 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. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to
Friday. Alternatively you may submit a request in writing to Capita
Asset Services at Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham BR3 4TU, United Kingdom. The helpline cannot
provide advice on the merits of the Acquisition nor give any
financial, legal or tax advice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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