TIDMCFGP
RNS Number : 5706G
Continental Farmers Group PLC
07 June 2013
[RNS title:] Continental Farmers Group plc Update regarding
scheme of arrangement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
7 June 2013
RECOMMENDED CASH ACQUISITION OF
CONTINENTAL FARMERS GROUP PLC
BY
UNITED FARMERS HOLDING COMPANY
Update regarding scheme of arrangement
Continental Farmers Group plc ("CFG") announces that the
Antimonopoly Committee of the Ukraine has confirmed its approval of
the acquisition by United Farmers Holding Company ("UFHC") of the
entire issued and to be issued ordinary share capital of CFG to be
implemented by way of a scheme of arrangement under section 157 of
the Isle of Man Companies Act 2006 (the "Scheme") on the terms set
out in a circular despatched by CFG to its shareholders on 25 April
2013 (the "Scheme Document").
The Scheme remains conditional upon the sanction of the Scheme
by the High Court of Justice of the Isle of Man at the Court
Hearing scheduled to take place on 11 June 2013 and the filing of a
certified copy of the Court Order with the Companies Registry. The
expected timetable of principal events is as follows(1) :
Event Time and date
Court Hearing 11 June 2013(2)
Latest date for lodging Form of Election 1.00 p.m on 12 June
or settlement of a TTE Instruction in respect 2013
of the Cash Alternative
Last day of dealings in, and for registration 12 June 2013
of transfer of, and disablement in CREST
of, CFG Shares
Scheme Record Time 6.00 p.m. on 12 June
2013
Court Order filed with Companies Registry 13 June 2013
Effective Date 13 June 2013
Cancellation of admission to trading of By 8.00 a.m. on 14
CFG Shares on AIM and ESM June 2013
Latest date of despatch for cheques and By 27 June 2013
settlement through CREST
Long Stop Date 30 September 2013(3)
All references to time in this announcement are to London time,
unless otherwise stated.
Notes:
1. If any of the expected dates change, CFG will, unless the
Panel otherwise directs, give notice of the change by issuing an
announcement through a Regulatory Information Service. A copy of
any announcement amending this timetable issued pursuant to this
note will be published on CFG's website in accordance with Rule
30.4 of the Code.
2. Any adjournment of the Court Hearing, or a decision by the
CFG Board to propose such an adjournment, must be announced
promptly by CFG in accordance with Rule 2.9 of the Code.
3. Or such later date (if any) as UFHC and CFG may, with the
consent of the Panel, agree and (if required) the Court may
allow.
Capitalised terms used and not otherwise defined in this
announcement have the meanings ascribed to them in the Scheme
Document.
Enquiries
CFG +44 (0) 7917 017818
Mark Laird (Chief Executive)
Dickson Minto (Financial adviser
to CFG) +44 (0) 207 628 4455
Douglas Armstrong
Deloitte Corporate Finance (Rule
3 adviser to CFG) +44 (0) 207 936 3000
James Lewis
Gavin Hood
Craig Lukins
Davy (Nomad and ESM adviser to
CFG) +353 1 679 6363
John Frain
Anthony Farrell
Murray Consulting (PR adviser
to CFG) +353 876 909 735
Joe Heron
Ernst & Young LLP (Financial
adviser to UFHC) +44 (0) 20 7951 2000
Tim Medak
Mark Harrison
A copy of this announcement will be made available on CFG's
website at www.continentalfarmersgroup.com by no later than 12 noon
(London time) on the Business Day following the date of this
announcement. For the avoidance of doubt, the contents of that
website are not incorporated into, and do not form part of, this
announcement.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them. All references to time in this announcement are
to London time.
CFG Shareholders are advised to read the formal documentation
received by them in relation to the Acquisition carefully as it
contains important information. The Acquisition is being made
solely by means of the Scheme Document which contains the full
terms and conditions of the Acquisition. This announcement is for
information purposes only and does not constitute an offer to sell
or an invitation to purchase or subscribe for any securities or the
solicitation of an offer to buy any securities in any jurisdiction,
pursuant to the Acquisition or otherwise, nor shall there be any
sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law.
Dickson Minto W.S., which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for CFG and no one else in connection with the
Acquisition and will not be responsible to any person other than
CFG for providing the protections afforded to clients of Dickson
Minto W.S. or for providing advice in relation to the Acquisition,
the contents of this announcement or any matters referred to in
this announcement.
Deloitte Corporate Finance is acting for CFG and no one else in
connection with the Acquisition and will not be responsible to
anyone other than CFG for providing the protections afforded to
clients of Deloitte Corporate Finance or for providing advice in
relation to the Acquisition, the contents of this announcement or
any matters referred to in this announcement. Deloitte Corporate
Finance is a division of Deloitte LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
in respect of regulated activities.
Ernst & Young LLP, which is authorised and regulated in the
UK by the Financial Conduct Authority, is acting for UFHC and no
one else in connection with the Acquisition and will not regard any
other person (whether or not a recipient of this document) as a
client in relation to the Acquisition and will not be responsible
to anyone other than UFHC for providing the protections afforded to
its clients or for providing advice in relation to the Acquisition
or any matters referred to in this document.
Davy, which is authorised and regulated in Ireland by the
Central Bank of Ireland, is acting as nominated adviser and ESM
adviser to CFG under the AIM Rules and the ESM Rules respectively
and no one else in connection with the Acquisition and will not be
responsible to anyone other than CFG for providing the protections
afforded to clients of Davy or for providing advice in relation to
the Acquisition, the contents of this announcement or any other
matters referred to in this announcement.
This announcement has been prepared for the purposes of
complying with English law and Isle of Man 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 and regulations of any jurisdiction outside of the UK
or the Isle of Man.
The release, publication or distribution of this announcement in
jurisdictions other than the UK or the Isle of Man and the
implications of the Scheme for CFG Shareholders outside the UK and
the Isle of Man may be affected by the laws of the relevant
jurisdictions. CFG Shareholders outside the UK and the Isle of Man
should inform themselves about and observe any applicable
requirements. It is the responsibility of each CFG Shareholder to
satisfy himself as to the full observance of the laws of the
relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents
which may be required to be observed and the payment of any issue,
transfer or other taxes in such jurisdictions.
Any person to whom this announcement is sent may request a hard
copy of this announcement (and any information incorporated by
reference in this announcement) by contacting Appleby Trust (Isle
of Man) Limited (the CFG registered agent) during business hours on
+44 (0)1624 647647 or by submitting a request in writing to Appleby
Trust (Isle of Man) Limited at 33-37 Athol Street, Douglas IM1 1LB,
Isle of Man. It is important to note that unless such a request is
made, a hard copy of this announcement and any such information
incorporated by reference in it will not be sent to any such
person. Any person to whom this announcement is sent may also
request that all future documents, announcements and information
sent to that person in relation to the Offer be in hard copy
form.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first
identified. Relevant persons who deal in the relevant securities
of the offeree company or of a paper offeror before 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% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 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 paper
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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