TIDMINB TIDMTTM
RNS Number : 0652M
Interbulk Group PLC
15 January 2016
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.
FOR IMMEDIATE RELEASE
15 JANUARY 2016
RECOMMENDED CASH ACQUISITION
of
INTERBULK GROUP PLC ("INTERBULK")
by
DEN HARTOGH HOLDING B.V. ("DEN HARTOGH")
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART
26 OF THE COMPANIES ACT 2006
Posting of Scheme Document
On 23 December 2015, the boards of InterBulk and Den Hartogh
announced that they had reached agreement on the terms of a
recommended cash acquisition pursuant to which Den Hartogh will
acquire the entire issued share capital of InterBulk (the
"Transaction"). The Transaction is intended to be effected by means
of a Court sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
InterBulk announces that a circular in relation to the Scheme
(the "Scheme Document") containing, among other things, the full
terms and conditions of the Scheme, an explanatory statement in
relation to the Scheme, an indicative timetable of principal
events, notices of the required Court Meeting of Scheme
Shareholders and the General Meeting of InterBulk Shareholders and
details of the action to be taken has been published and is being
posted to InterBulk Shareholders today.
As described in the Scheme Document, in order for the Scheme to
become effective, the Scheme Shareholders will need to vote in
favour of the resolution to be proposed at the Court Meeting and
the InterBulk Shareholders will need to vote in favour of the
special resolution to be proposed at the General Meeting. The
Scheme will also require the sanction of the Court. InterBulk
Shareholders will also receive, with the Scheme Document, the Forms
of Proxy required to vote at the Court Meeting and General Meeting.
Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to voting.
The InterBulk Directors, who have been so advised by Stockdale
(as the independent adviser for the purposes of Rule 3 of the
Code), consider the terms of the Transaction to be fair and
reasonable. In providing its advice, Stockdale has taken into
account the commercial assessments of the InterBulk Directors.
Accordingly, the InterBulk Directors are unanimously
recommending that InterBulk Shareholders vote in favour of the
resolutions relating to the Scheme at the Meetings (or, in the
event that the Transaction is implemented as an Offer, to accept or
procure acceptance of the Offer), as Scott Cunningham, David Rolph,
Jim McColl, Graeme Bissett and Eric van der Werff, the only
InterBulk Directors who are also InterBulk Shareholders, have
irrevocably undertaken to do in respect of their own holdings
(including beneficial holdings) of in aggregate 18,513,663
InterBulk Shares, representing approximately 3.96 per cent. of
InterBulk's issued share capital.
Notices of the Court Meeting and General Meeting
The Court Meeting and the General Meeting are scheduled to be
held at CMS Cameron McKenna LLP's offices at Cannon Place, 78
Cannon Street, London EC4N 6AF on 8 February 2016 with the Court
Meeting scheduled to commence at 12.00 noon and the General Meeting
scheduled to commence at 12.30 p.m. (or as soon thereafter as the
Court Meeting has been concluded or adjourned). The Scheme requires
approval at both of these Meetings.
Action to be taken by shareholders is set out within the Scheme
Document. Shareholders are asked to complete and return both Forms
of Proxy in accordance with the instructions within the Scheme
Document as soon as possible, but in any event so as to be received
by InterBulk registrars, Capita Asset Services, not later than
12.00 noon on 5 February 2016 (in respect of the blue Form of Proxy
relating to the Court Meeting) and 12.30 p.m. on 5 February 2016
(in respect of the white Form of Proxy relating to the General
Meeting). Shareholders who hold InterBulk Shares in CREST may also
appoint a proxy using CREST by following the instructions set out
within the Scheme Document.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of Scheme Shareholder opinion.
InterBulk Shareholders are, therefore, strongly urged to complete,
sign and return the Forms of Proxy, or appoint a proxy
electronically, as soon as possible, whether or not they intend to
be present at the Court Meeting and/or the General Meeting.
Subject to the approval of Scheme Shareholders at the Court
Meeting and the approval of the InterBulk Shareholders at the
General Meeting, the sanction of the Scheme by the Court and the
satisfaction or waiver of the other conditions to which the Scheme
is subject, it is expected that the Scheme will become effective on
or around the week commencing 7 March 2016. The expected timetable
of principal events for the implementation of the Transaction is
included below. If any of the key dates set out in the expected
timetable change, an announcement will be made via a Regulatory
Information Service.
Shareholders should be aware that on completion of the
Transaction, the Company will become a wholly-owned subsidiary of
Den Hartogh and that, if the Scheme is approved at the Meetings and
the Transaction completes, trading on AIM in InterBulk Shares will
be cancelled. It is expected that trading on AIM of InterBulk
Shares will be suspended at 7.30 a.m. on 7 March 2016. A request
has been made to the London Stock Exchange to cancel trading in the
InterBulk Shares on AIM at 7.00 a.m. on the business day following
the Effective Date.
Following cancellation of admission to trading on AIM, InterBulk
Shares will not be quoted on any publicly quoted market in the
United Kingdom or elsewhere.
Share certificates in respect of InterBulk Shares will cease to
be valid and should be destroyed upon the Scheme taking effect. In
addition, entitlements held within CREST to InterBulk Shares will
be cancelled upon, or shortly after, the Scheme taking effect.
Following completion of the Transaction, it is intended that
InterBulk will be re-registered as a private limited company.
Copies of this announcement and the Scheme Document will be
available for inspection free of charge, subject to certain
restrictions relating to persons in certain overseas jurisdictions,
on the InterBulk website at www.interbulkgroup.com up to and
including the Effective Date. The contents of the website referred
to in this announcement are not incorporated into, and do not form
part of, this announcement.
Capitalised terms used in this announcement but not defined have
the same meaning as in the Scheme Document.
All references to time in this announcement are to London, UK
time.
Timetable of Principal Events
Event Expected Time and/or date
Latest time for lodging Forms of Proxy for the:
Court Meeting (blue form) 12.00 noon on 5 February 2016
General Meeting (white form) 12.30 p.m. on 5 February 2016
Voting Record Time for the Court Meeting
and the General Meeting 6.00 p.m. on 6 February 2016
Court Meeting 12.00 noon on 8 February 2016
General Meeting 12.30 p.m. on 8 February 2016
The following dates are indicative only and
are subject to change
Last day of dealings on AIM in InterBulk Shares 4 March 2016
Scheme Record Time 6.00 p.m. on 4 March 2016
Dealings in InterBulk Shares on AIM suspended 7.30 a.m. on 7
March 2016
Court Sanction Date
(the date of the Court Hearing to sanction the Scheme)
7 March 2016
Effective Date of the Scheme 2 - 5 business days following
the
Court Sanction Date
Cancellation of admission to trading on AIM of InterBulk
Shares
7.00 a.m. on the business day following the
Effective Date
Despatch of cheques and crediting of CREST for
consideration due under the Scheme within 14 days of the
Effective Date
Long-Stop Date 17 June 2016
Enquiries
InterBulk Group plc
Scott Cunningham +44 (0) 1355 575000
PwC (Financial Adviser to InterBulk)
David Leslie +44 (0) 141 355 4000
Stockdale Securities Limited (Rule 3 Adviser, NOMAD and Broker
to InterBulk)
Tom Griffiths / David Coaten +44 (0) 20 7601 6100
Buchanan (Public Relations Adviser to InterBulk)
Charles Ryland / Gabriella Clinkard +44 (0) 20 7466 5000
IMPORTANT NOTICES
January 15, 2016 09:17 ET (14:17 GMT)
Under Rule 8.3(a) of the Code, any person who is 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) applies must be made by
no later than 3.30 p.m. (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (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
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. 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 Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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January 15, 2016 09:17 ET (14:17 GMT)
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