TIDMSTT
RNS Number : 3868H
Straight PLC
16 May 2014
One Fifty One plc
Publication and Posting of Scheme Document
16 May 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 2006
Publication and Posting of Scheme Document
On 2 May 2014, the boards of One51 and Straight announced that
they had reached agreement on the terms of a recommended offer by
One51 for the entire issued and to be issued share capital of
Straight (the "Offer") to be effected by means of a scheme of
arrangement of Straight under Part 26 of the Companies Act 2006
(the "Scheme"). Unless otherwise defined herein, all capitalised
terms shall have the meaning given to them in the Scheme Document
(as defined below).
The board of Straight is pleased to announce that the scheme
document relating to the Offer (the "Scheme Document") is being
posted to Straight Shareholders today, 16 May 2014. The Scheme
Document contains, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, the expected timetable of
principal events and details of actions to be taken by Straight
Shareholders. Holders of options under the Straight Share Option
Schemes will shortly be sent a separate letter explaining the
effect of the Scheme on their options and the actions open to them
in respect of their options.
As detailed in the Scheme Document, to become effective the
Scheme requires the approval of Scheme Shareholders at the Court
Meeting and the passing of the Special Resolution by Straight
Shareholders at the General Meeting. Both the Court Meeting and the
General Meeting will be held at the registered office of Straight
at No 1 Whitehall Riverside, Leeds, LS1 4BNon 9 June 2014, with the
Court Meeting to commence at 9:30 a.m. (or as soon thereafter as
Straight's 2014 annual general meeting scheduled for that date has
been concluded or adjourned) and the General Meeting to commence at
9.45 a.m. (or as soon thereafter as the Court Meeting has been
concluded or adjourned). Notices of the Court Meeting and the
General Meeting are set out in Parts Nine and Ten of the Scheme
Document.
The Scheme Document, together with information incorporated by
reference therein, and this announcement will be available, free of
charge, subject to any applicable restriction relating to persons
resident outside the United Kingdom, on the investor section of the
Straight website (www.straight.co.uk) and/or the One51 website
(www.one51.com) up to and including the Effective Date.
For the avoidance of doubt, the contents of the websites
referred to above are not incorporated into and do not form part of
this announcement or the Scheme Document.
The expected timetable of principal events is as follows:
Event Time and/or Date
Latest time for receipt of BLUE Forms of 9.30 a.m. on 5 June
Proxy for the Court Meeting 2014
Latest time for receipt of PINK Forms of 9.45 a.m. on 5 June
Proxy for the General Meeting 2014
Voting Record Time for the Court Meeting 6.00 p.m. on 7 June
and the General Meeting 2014
Court Meeting 9.30 a.m. on 9 June
2014
General Meeting 9.45 a.m. on 9 June
2014
The following dates are indicative only and
are subject to change 1 July 2014
Last day of dealings in, and for registration
of transfers of, and disablement in CREST 1 July 2014
of, Straight Shares
Scheme Court Hearing (to sanction the Scheme)
Dealings in Straight Shares suspended from 7:30 a.m. on 2 July
trading on AIM 2014
Scheme Record Time 6.00 p.m. on 2 July
2014
Reduction Court Hearing 3 July 2014
Effective Date of the Scheme and re-registration 4 July 2014
as a private company
Cancellation of admission to trading on AIM 7.00 a.m. on 4 July
2014
Latest date for dispatch of cheques or settlement 18 July 2014
through CREST in respect of the Cash Consideration
Long-stop date, being the latest date on 31 August 2014
which the Scheme can become Effective
Notes:
The times and dates for events following the General Meeting are
indicative only and will depend on, among other things, on the date
by which all Conditions are either satisfied or, where applicable,
waived (including all necessary anti-trust clearances being
obtained) and the dates on which the Court sanctions the Scheme and
confirms the associated Capital Reduction. If any of the expected
dates change, Straight will give notice of the change by issuing an
announcement through a Regulatory Information Service. All
references in the above timetable to times are to London times.
Straight Shareholders should carefully read the Scheme Document,
including the accompanying documents and all documents incorporated
by reference, in its entirety before making a decision with respect
to the Scheme.
For further information please contact:
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
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.
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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