TIDMPIM TIDMCRDA
RNS Number : 0736F
Plant Impact PLC
16 February 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN EU
REGULATION NO. 596/2014 AND IS MADE IN ACCORDANCE WITH THE
COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF THAT REGULATION
16 February 2018
RECOMMED CASH OFFER
for
Plant Impact plc ("Plant Impact" or the "Company")
by
Croda Europe Limited
("Croda Europe")
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of Croda Europe and Plant Impact are pleased to
announce that they have reached agreement on the terms of a
unanimous recommended cash offer to be made by Croda Europe for the
entire issued and to be issued ordinary share capital of Plant
Impact (the "Offer"). The Offer is to be effected by means of a
Court--sanctioned scheme of arrangement between Plant Impact and
the Scheme Shareholders under Part 26 of the Companies Act.
-- Under the terms of the Offer, Plant Impact Shareholders shall be entitled to receive:
for each Ordinary Share 10.57 pence in cash.
-- The Offer values the entire issued and to be issued ordinary
share capital of Plant Impact at approximately GBP10 million and
represents a premium of approximately 79.9 per cent. to the Closing
Price on 15 February 2018, the last Business Day prior to the date
of this announcement.
Reasons for the Offer
-- Croda Europe is a wholly-owned subsidiary of Croda, a GBP5.7
billion market capitalised FTSE100 company incorporated in 1925
which, today, is a global producer and marketer of high performance
ingredients and technologies in some of the world's biggest and
most successful consumer brands: creating, making and selling
speciality chemicals that are used by many industries and end
consumers. The Croda Group has a global network of over 4,200
employees, working together across manufacturing sites and offices
in 36 countries. The Croda Group has a flexible business model that
allows it to focus on developing and delivering innovative,
sustainable ingredients that customers can build on across a range
of focused sectors including: personal care, health care, crop
care, smart materials, energy technologies, home care and water
technologies and industrial chemicals.
-- Croda Europe believes that the acquisition of Plant Impact by
means of the Offer will extend its existing life sciences
capabilities, adding an experienced commercial team and scientists
and augmenting its range of intellectual property and products to
its existing customer base.
About Plant Impact
-- Plant Impact researches and develops crop enhancement
chemistry to improve crop yield and quality. The Plant Impact
Group's head office and research facility are at the Rothamsted
Centre for Research and Enterprise in Harpenden, UK. It also has
important regional commercial operations in Brazil, the USA,
Argentina and West Africa. There are approximately 60 full time
staff in the Plant Impact Group, with commercial sales in more than
14 countries. Plant Impact was incorporated in 2005 and the
Ordinary Shares are admitted to trading on AIM.
Recommendation
-- In considering the Offer, the Board assessed the Offer against three principal criteria:
o Firstly, the Board examined the value of the consideration
that would be received by Plant Impact Shareholders in connection
with the Offer.
o Secondly, the Board considered the impact of Croda Europe's
proposed strategic plans for the Plant Impact Group on the Group's
business operations and employees.
o Finally, the Board considered Croda Europe's capability to
complete the acquisition in accordance with the Offer, in the
context of Plant Impact's financial position.
-- The Plant Impact Directors, who have been so advised by Peel
Hunt on the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing advice to the Plant
Impact Directors, Peel Hunt has taken into account the commercial
assessments of the Plant Impact Directors.
-- Accordingly, the Plant Impact Directors intend to recommend
unanimously that Plant Impact Shareholders vote, or procure votes,
in favour of the Scheme at the Court Meeting and the Resolutions to
be proposed at the General Meeting as all Plant Impact Directors
holding Ordinary Shares (either in a personal capacity or through
members of their immediate families, related trusts or nominee(s))
have irrevocably undertaken to do, or procure to be done, in
respect of their own beneficial holdings (and the beneficial
holdings of members of their immediate families or related trusts
or nominee(s)) of, in aggregate, 2,902,571 Ordinary Shares
(representing approximately 3.1 per cent. of the ordinary share
capital of Plant Impact in issue on 15 February 2018 (being the
last Business Day prior to the date of this announcement)). In
addition, the Plant Impact Directors consider the terms of the
Offer to be in the best interests of the Plant Impact
Shareholders.
Irrevocable Undertakings
-- Croda Europe has also received irrevocable undertakings from
certain Plant Impact Shareholders to vote, or procure votes, in
favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting in respect of a total of 30,260,951
Ordinary Shares (representing, in aggregate, approximately 32.0 per
cent. of the ordinary share capital of Plant Impact in issue on 15
February 2018 (being the last Business Day prior to the date of
this announcement)).
-- Croda Europe has therefore received irrevocable undertakings
in respect of a total of 33,163,522 Ordinary Shares (representing,
in aggregate, approximately 35.1 per cent. of the ordinary share
capital of Plant Impact in issue on 15 February 2018 (being the
last Business Day prior to the date of this announcement)).
-- Further details of these irrevocable undertakings are set out
in Appendix III to this announcement.
Structure of the Offer
-- The consideration payable under the Offer will be funded from
Croda Europe's existing cash resources.
-- The Offer will be put to Plant Impact Shareholders at the
Court Meeting and at the General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number of
the Plant Impact Shareholders voting at the Court Meeting, either
in person or by proxy, representing at least 75 per cent. in value
of the Scheme Shares voted. In addition, a special resolution
implementing the Scheme must be passed by Plant Impact Shareholders
representing at least 75 per cent. of votes cast at the General
Meeting.
-- Croda Europe reserves the right to elect, subject to receipt
of Takeover Offer Consent, to implement the Offer by way of a
Takeover Offer for the entire issued and to be issued share capital
of Plant Impact as an alternative to the Scheme.
-- The Scheme Document, containing further information about the
Offer and notices of the Court Meeting and the General Meeting and
the Forms of Proxy, shall be published as soon as practicable and,
in any event, within 28 days of the date of this announcement,
unless Croda Europe and Plant Impact otherwise agree, and the Panel
consents, to a later date.
Advisors
-- Peel Hunt is acting as financial adviser to Plant Impact in
respect of the Offer. DLA Piper is acting as legal adviser to Plant
Impact.
-- GCA Altium is acting as financial adviser to Croda Europe in
respect of the Offer. Ernst & Young is acting as legal adviser
to Croda Europe.
Commenting on the Offer, Steve Foots, Group Chief Executive of
Croda said:
"I'm delighted to be announcing Croda Europe's intention to
purchase Plant Impact. This is high quality, novel technology that
further expands our position in the crop care sector, and supports
our strategy of investing in high growth markets and world leading
technologies. Plant Impact has assembled a great team, and we're
really excited by the prospect of working with them to accelerate
development of this business."
Commenting on the Offer, David Jones, Chairman of Plant Impact,
said:
"Following the announcement by Plant Impact on 13 December 2017
regarding the 2018 revenue shortfall and the severe challenge this
poses to the Company, the Board has reviewed its strategic options
in parallel with conducting a wide ranging formal sale process. The
Board has concluded that the best interests of the shareholders are
served by selling the Company now whilst it remains able to support
its trading activities from its remaining cash reserves.
Furthermore, the Board believes that Croda's plan for Plant Impact
and Croda's current expertise and market position in agricultural
chemistry is a firm basis for Plant Impact to fulfill the promise
that we have consistently described for it and will therefore
provide a more secure future for employees and other stakeholders
in the Plant Impact Group."
This summary should be read in conjunction with, and is subject
to, the full text of this announcement and its appendices. The
Offer shall be subject to the Conditions and further terms that are
set out in Appendix I to this announcement and to the full terms
and conditions which shall be set out in the Scheme Document.
Appendix II to this announcement contains the sources of
information and bases of calculations of certain information set
out in this announcement. Appendix III to this announcement
contains further details of the irrevocable undertakings. Appendix
IV to this announcement contains definitions of certain terms used
in this summary and in this announcement. The appendices form part
of this announcement.
Enquiries:
Croda Europe Tel: +44 (0)
140 586 0551
Conleth Campbell
GCA Altium, financial adviser Tel: +44 (0)
to Croda Europe 845 505 4300
Phil Adams
Paul Lines
Teneo Blue Rubicon, public relations Tel: +44 (0)
adviser to Croda Europe 203 603 5220
Charlie Armitstead
Plant Impact Tel: +44 (0)
158 246 5540
David Jones, Chairman
John Brubaker, Chief Executive
Officer
Peel Hunt, Rule 3 adviser to Tel: +44 (0)
Plant Impact 207 418 8900
Adrian Trimmings
Michael Nicholson
George Sellar
Nicole McDougall
Buchanan, public relations adviser Tel: +44 (0)
to Plant Impact 207 466 5000
Mark Court
Sophie Wills
Jamie Hooper
IMPORTANT NOTICES
GCA Altium, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Croda Europe
and no one else in connection with the matters set out in this
announcement. In connection with such matters, GCA Altium will not
regard any other person as its client, nor will it be responsible
to any other person for providing the protections afforded to
clients of GCA Altium or for providing advice in relation to the
contents of this announcement or any other matter referred to
herein.
Peel Hunt, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for the Plant
Impact and no one else in connection with the matters set out in
this announcement. In connection with such matters, Peel Hunt will
not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to clients of Peel Hunt or for providing advice in
relation to any matter referred to herein.
Neither Peel Hunt nor any of its subsidiaries, affiliates or
branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Scheme
Document and the accompanying Forms of Proxy (or by any other
document by which the Offer is made), which will together contain
the full terms and conditions of the Offer, including details of
how to vote in favour of or accept the Offer. Any decision in
respect of, or other response to, the Offer should be made only on
the basis of the information contained in the Scheme Document or
any document by which the Offer is made.
Overseas Shareholders
The availability of the Offer to Overseas Shareholders and the
distribution of this announcement in, into or from jurisdictions
other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons into whose possession
this announcement comes should inform themselves of, and observe,
any such restrictions.
In particular, the contents of this announcement have not been
reviewed by any regulatory authority in Hong Kong. Overseas
Shareholders resident in Hong Kong are advised to exercise caution
and, if in any doubt about the contents of this announcement,
should obtain independent professional advice.
The Offer relates to shares of a United Kingdom company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Exchange Act. Accordingly, the
Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules or the laws of other
jurisdictions outside the United Kingdom.
Croda Europe reserves the right to elect, subject to receipt of
Takeover Offer Consent, to implement the acquisition by way of a
Takeover Offer. In such event, the Takeover Offer will be made in
compliance with all applicable laws and regulations, including the
United States tender offer rules, to the extent applicable. Such
Takeover Offer would be made in the United States by Croda Europe
and no one else. In addition to such Takeover Offer, Croda Europe,
certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
Ordinary Shares outside such Takeover Offer during the period in
which such Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase were to be made, they would
be made outside the United States and would comply with applicable
law, including the US Exchange Act.
Unless otherwise determined by Croda Europe or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer shall not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction. Accordingly, any person (including
without limitation, nominees, trustees and custodians) who would,
or otherwise intends to, forward this announcement, the Scheme
Document or any accompanying document to any jurisdiction outside
the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. If any
Overseas Shareholder remains in any doubt, it should consult an
appropriate independent professional adviser in its relevant
jurisdiction without delay. In particular, the ability of persons
who are not resident in the United Kingdom to vote their Ordinary
Shares at the Court Meeting or the General Meeting or to execute
and deliver Forms of Proxy appointing another to vote their
Ordinary Shares in respect of the Court Meeting or the General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This document has been prepared for the purposes of complying with
the law of England and Wales and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this document and the accompanying documents had
been prepared in accordance with the laws of jurisdictions outside
of England and Wales.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Purchases
In accordance with normal UK practice and subject to the
provisions of the Takeover Code, Croda Europe or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase Ordinary Shares, other
than pursuant to the Offer, until the date on which the Scheme (or
Takeover Offer, if applicable) becomes Effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK and will be reported to a
Regulatory Information Service.
Forward-Looking Statements
This announcement contains statements about Croda Europe and
Plant Impact that are or may be forward-looking statements which
are prospective in nature. All statements other than statements of
historical facts may be forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "targets", "plans", "believes",
"expects", "aims", "intends", "will", "should", "could", "would",
"may", "anticipates", "estimates", "synergy", "cost-saving",
"projects", "goal", "strategy" or words or terms of similar
substance or the negative thereof. Forward-looking statements may
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Croda Europe's or Plant
Impact's operations and potential synergies resulting from the
Offer; and (iii) the effects of government regulation on Croda
Europe's or Plant Impact's respective businesses.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Croda Europe or Plant
Impact or any of their respective members, directors, officers or
employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Croda Europe and Plant Impact disclaim any obligation to update any
forward-looking or other statements contained in this announcement,
except as required by applicable law.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per ordinary share for Croda Europe or Plant Impact, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per ordinary share for Croda Europe or Plant Impact, as
appropriate.
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 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 Takeover 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 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(s), 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 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.
Information Relating to Plant Impact Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Plant Impact Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Plant Impact may be provided to Croda Europe
during the Offer Period as required under Section 4 of Appendix 4
of the Takeover Code.
Publication on Website(s) and Availability of Hard Copies
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Plant Impact's website and
Croda's website (http://www.plantimpact.com/investors and
https://www.croda.com/en-gb/investors respectively) by no later
than 12 noon on the Business Day following the date of this
announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement), free
of charge, by contacting Peel Hunt during business hours on
+44(0)20 7418 8900 or by submitting a request in writing to Peel
Hunt at Moor House, 120 London Wall, EC2Y 5ET. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines will be open between 9.00 a.m. to 5.00
p.m., Monday to Friday excluding public holidays in England and
Wales. Unless you make such a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Offer be in hard copy form.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN EU
REGULATION NO. 596/2014 AND IS MADE IN ACCORDANCE WITH THE
COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF THAT REGULATION
16 February 2018
RECOMMED CASH OFFER
for
Plant Impact plc ("Plant Impact" or the "Company")
by
Croda Europe Limited
("Croda Europe")
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Croda Europe and Plant Impact are pleased to
announce that they have reached agreement on the terms of a
unanimous recommended cash offer pursuant to which Croda Europe
shall acquire the entire issued and to be issued ordinary share
capital of Plant Impact. The Offer is to be effected by means of a
Court--sanctioned scheme of arrangement between Plant Impact and
the Scheme Shareholders under Part 26 of the Companies Act.
2. The Offer
Under the terms of the Offer, which will be subject to the
Conditions and further terms set out in Appendix I to this
announcement, and to be set out in the Scheme Document, Plant
Impact Shareholders shall be entitled to receive:
for each Ordinary Share 10.57 pence in cash
The Offer values the entire issued and to be issued ordinary
share capital of Plant Impact at approximately GBP10 million and
represents a premium of approximately 79.9 per cent. to the Closing
Price on 15 February 2018, the last Business Day prior to the date
of this announcement.
The Ordinary Shares will be acquired by Croda Europe with full
title guarantee, fully paid and free from all liens, equitable
interests, charges, encumbrances, options, rights of pre-emption
and any other third party rights or interests whatsoever and
together with all rights existing at the date of this announcement
or thereafter attaching or accruing thereto, including (without
limitation) voting rights and the right to receive and retain, in
full, all dividends and other distributions (if any) declared, made
or paid or any other return of capital (whether by way of reduction
of share capital or share premium account or otherwise) made on or
after the date of this announcement in respect of the Ordinary
Shares other than any Subsequent Dividend.
If any Subsequent Dividend occurs, Croda Europe will have the
right to reduce the value of the consideration payable for each
Ordinary Share by up to the amount per Ordinary Share of such
Subsequent Dividend. If any Subsequent Dividend occurs and Croda
Europe exercises its rights described above, any reference in this
announcement to the consideration payable under the Scheme shall be
deemed to be a reference to the consideration as so reduced. Any
exercise by Croda Europe of its rights referred to in this
paragraph shall be the subject of an announcement and shall not be
regarded as constituting any revision or variation of the terms of
the Scheme. Any payments made in cash or by way of the delivery of
Ordinary Shares on the vesting of awards under the Plant Impact
Share Scheme that are calculated by reference to dividends accrued
in respect of those underlying vested Ordinary Shares are not to be
construed as a dividend, distribution or return of capital for
these purposes.
It is expected that the Scheme Document will be published as
soon as practicable and, in any event, on or before 16 March 2018.
Further details regarding the Court Meeting and the General Meeting
to be held will be included in the Scheme Document.
3. Recommendation
The Plant Impact Directors, who have been so advised by Peel
Hunt on the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing their advice to the
Plant Impact Directors, Peel Hunt has taken into account the
commercial assessments of the Plant Impact Directors. Peel Hunt is
providing independent financial advice to the Plant Impact
Directors for the purposes of Rule 3 of the Takeover Code.
The Plant Impact Directors consider the terms of the Offer to be
in the best interests of the Plant Impact Shareholders.
Accordingly, the Plant Impact Directors intend to recommend
unanimously that Plant Impact Shareholders vote, or procure votes,
in favour of the Scheme at the Court Meeting and the Resolutions to
be proposed at the General Meeting as all Plant Impact Directors
holding Ordinary Shares (either in a personal capacity or through
members of their immediate families, related trusts or nominee(s))
have irrevocably undertaken to do, or procure to be done, in
respect of their own beneficial holdings (and the beneficial
holdings or members of their immediate families or related trusts
or nominee(s)) of 2,902,571 Ordinary Shares, (representing, in
aggregate, approximately 3.1 per cent. of the ordinary share
capital of Plant Impact in issue on 15 February 2018 (being the
last Business Day prior to the date of this announcement)).
4. Background to and reasons for the Offer
The Croda Group has a track record of acquiring technology-rich
businesses and people in the global crop protection and seed care
sectors, for example its acquisition of Dutch headquartered global
seed care business Incotec B.V. in 2015. The Croda Group already
has a strong position in the broader sector on a global basis
through the crop care section of its life sciences sector, which
supplies chemistry and services that help protect crops and improve
the delivery of actives, allowing farmers to realise higher
yields.
The board of Croda perceives that Plant Impact's portfolio of
products and its client base are complementary to its own and will
allow Croda to extend its global capabilities. Croda aims to
develop the Plant Impact business within its life sciences sector,
connecting Plant Impact's research and development expertise with
Croda's existing expertise in formulation for plants and seeds and
to support Plant Impact in achieving its goals and global
potential. Following the Scheme becoming Effective, Croda
anticipates continuing to invest in research and development across
its broad crop science portfolio, which would include Plant
Impact.
5. Croda's strategic plans
Following completion of the Offer, Croda will undertake an
exercise to evaluate the market positioning and strategy of Plant
Impact and how best to integrate Plant Impact, its activities and
employees into the Croda Group. This might include seeking to
broaden the customer base where possible, and extending its reach
into additional geographies and crops.
6. Management, employees and locations of business
Croda values the skills and experience of Plant Impact's
management and employees and believes that they will benefit from
enhanced scientific, career and business opportunities within the
Enlarged Group and all its global activities and capabilities.
Croda believes that there may be revenue opportunities available to
the combined business and looks forward to working with the Plant
Impact team to develop ideas. Croda believes there may also be
potential to realise synergies with the Plant Impact Group in
certain areas such as redundant public company listing costs as
well as some limited efficiency savings via a reduction in certain
shared head office, corporate and support functions. However, at
this stage Croda has not yet developed any proposals as to how such
integration would be implemented and will only do so following
completion of the Offer. Croda considers that Plant Impact's
employees will be a key factor in maximising the opportunities that
the Offer will present and Croda will also aim to retain the best
talent in Plant Impact. Overall Croda's intention is to grow the
Plant Impact business post acquisition and the skills of employees
will be key to achieving this.
Croda Europe's plans for Plant Impact do not anticipate any
material change in the continued employment and conditions of
employment (or balance of skills and functions) of Plant Impact's
employees or to the locations of Plant Impact's business (including
its headquarters, which will be maintained) or to the fixed assets
of Plant Impact, as a result of the Offer.
It is expected that John Brubaker, David Jones and Christopher
Tyler will cease to be directors of Plant Impact conditional upon
the Scheme becoming Effective as of the Effective Date. Croda
Europe intends to procure the appointment of its own
representatives to the Board once the Scheme becomes Effective.
John Brubaker has entered into a settlement agreement with Plant
Impact. The terms of the settlement are conditional upon the Scheme
becoming Effective as of the Effective Date. John Brubaker will
receive GBP290,000 shortly after the Effective Date as compensation
for his termination as a Plant Impact Director and as Chief
Executive Officer, pursuant to his current terms of employment.
Under the terms of the settlement, John Brubaker will remain an
employee of Plant Impact for a period of three months following the
Effective Date on an unchanged base salary, after which period he
will receive GBP72,750 as compensation for the termination of his
employment (the "Incentivisation Arrangement"). Each of these
payments is in settlement of any potential claims John Brubaker
could bring against Plant Impact, its associated companies and
their respective officers, directors, shareholders or employees.
For the purposes of Rule 16.2 of the Takeover Code, Peel Hunt has
confirmed that, in its opinion, the Incentivisation Arrangement is
fair and reasonable.
In addition, Ib Jensen will cease to be company secretary and
consultant of Plant Impact conditional upon the Scheme becoming
Effective as of the Effective Date, although he may be required to
provide support to Plant Impact during the two month period
following the Effective Date.
7. Pension schemes
Croda Europe can confirm that, following completion of the
Offer, the existing statutory employment rights of Plant Impact
employees shall be observed and pension obligations complied with,
in each case in accordance with applicable law (including
maintaining employer contributions to Plant Impact's defined
contribution pension scheme, the accrual of benefits for existing
members and the admission of new members).
8. Background to and reasons for the recommendation
In 2013, the Plant Impact Group made a strategic decision to
organise its research and development and commercial efforts to
focus on two significant global agricultural crops: soybeans and
wheat. In 2014, the Plant Impact Group entered into a long-term
distribution agreement with the Brazil division of Bayer
CropScience ("BCS") for Veritas(R), the Plant Impact Group's
flagship product to improve soybean yield. Since that time, the
sales of Veritas(R) have expanded significantly, accounting for an
increasing portion of the Plant Impact Group's revenue growth over
its most recent financial years and sustaining the Plant Impact
Group's continued investment in further new products for soybean
yield improvement.
In parallel to its commercial expansion, the Plant Impact
Group's research and product development programmes made
significant progress, identifying new crop enhancement chemical
molecules and formulations which could - in combination - improve
soybean yield by more than 15 per cent. compared to standard grower
practices. Additional technical successes have included the
observed extension possibilities of its technologies into other
major crops such as corn and cotton and the identification of
novel, proprietary chemical molecules via its discovery and
screening process.
On 17 July 2017, following recent difficult trading developments
in Brazil which had limited onward sales of Veritas(R) in the
2016/17 Brazil crop season, the Plant Impact Group announced that
it had agreed with BCS a purchasing plan for the 2017/18 soybean
growing season ("Purchasing Plan"). The revenue anticipated in the
Purchasing Plan accounted for more than 50 per cent. of the
Company's initial revenue expectation of GBP13 million for its
financial year ending 31 July 2018. In the same announcement, the
Plant Impact Group stated that it was in discussions with BCS
regarding potential new contractual arrangements, which aimed to
revise the structure of the Plant Impact Group's contract with BCS
to provide greater inventory purchase flexibility for BCS and more
predictable income and earnings visibility for the Company.
On 13 December 2017, the Plant Impact Group announced further
developments regarding BCS's position and the progress of the
current Brazil soybean season. This announcement outlined that, on
12 December 2017, BCS had informed the Plant Impact Group that it
would not be able to conclude the new contractual arrangements
until Q1 2018 at the earliest. BCS also confirmed to the Plant
Impact Group that, given its continued and well-publicised
challenges within the Brazilian market, it could no longer meet its
commitments within the Purchasing Plan, as it needed to further
accelerate its destocking activities.
The decision by BCS to defer the purchase of further Veritas(R)
volumes has had a material adverse effect on Plant Impact's
financial performance for the 2018 financial year and on its cash
resources. The Company now expects to achieve revenue of
approximately GBP6 million for the 2018 financial year and requires
additional capital financing to resource its current business plan.
Given the reduction in cashflow from the lower revenue expectation
for the 2018 financial year and to provide a reasonable buffer in
the 2019 financial year, the Plant Impact Group's total financing
requirement to fund its existing business plan is approximately
GBP7 million.
In light of these developments, the Board also announced on 13
December 2017 that it had decided to investigate all potential
strategic options to maximise the value of the Company's technology
and business prospects. These options included equity or debt
refinancing, potential divestment of selected assets, or the sale
of the Company. To fully enable this investigation and to enable a
structured dialogue with a wide variety of interested parties, the
Plant Impact Group commenced a formal sale process as described in
the Takeover Code. Since December 2017, the Board and the
management of the Company, alongside its financial adviser, have
conducted a wide range of discussions with both financial investors
and industry participants. The Offer is the result of a thorough
and structured review of discussions with multiple third parties,
which were informed by diligence of the Plant Impact Group's
technology and business operations.
In considering the Offer, the Board assessed the Offer against
three principal criteria. Firstly, the Board examined the value of
the consideration that would be received by Plant Impact
Shareholders in connection with the Offer. Secondly, the Board
considered the impact of Croda Europe's proposed strategic plans
for the Plant Impact Group on the Group's business operations and
employees. Finally, the Board considered Croda Europe's capability
to complete the acquisition in accordance with the Offer, in the
context of Plant Impact's financial position.
In relation to the first consideration criterion noted above,
the Board considered Croda Europe's recommended cash Offer against
two primary alternatives: a re-financing via a placement of new
equity to existing Plant Impact Shareholders or new shareholders;
and a potential divestment of technology assets.
In relation to the re-financing alternative, the Board
determined that securing such equity or debt capital would be
challenging given the Board's understanding of the low level of
support from existing shareholders for such a fundraising. In
relation to the latter alternative, the Board investigated whether
to divest of selected assets and solicited indicative offers for
certain of those assets, however these offers significantly
undervalued the relevant assets compared with the implied value
placed on such assets under the terms of the Offer.
The Board considered alternatives to reduce significantly the
Plant Impact Group's capital requirement through a fundamental
restructuring of the business. The Board determined that such a
restructuring would so severely reduce the future growth prospects
of the Company that it would limit the likelihood of securing new
investment and providing a reasonable return on that investment
over a reasonable investment horizon.
Finally, the Board explored the possibility of debt financing
but determined that this would also not be feasible on acceptable
terms.
9. Irrevocable undertakings
In addition to the irrevocable undertakings received from
certain Plant Impact Directors referred to in paragraph 3 above,
Croda Europe has received irrevocable undertakings from certain
Plant Impact Shareholders to vote, or procure votes, in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting, in respect of a total of 30,260,951
Ordinary Shares, representing approximately 32.0 per cent. of the
ordinary share capital of Plant Impact in issue on 15 February 2018
(being the last Business Day prior to the date of this
announcement).
Croda Europe has therefore received irrevocable undertakings in
respect of a total of 33,163,522 Ordinary Shares, representing
approximately 35.1 per cent. of the ordinary share capital of Plant
Impact in issue on 15 February 2018 (being the last Business Day
prior to the date of this announcement).
Further details of these irrevocable undertakings are set out in
Appendix III to this announcement.
10. Information on Croda Europe and Croda
Croda Europe is a wholly-owned subsidiary of Croda, a GBP5.7
billion market capitalised FTSE100 company incorporated in 1925
which, today, is a global producer and marketer of high performance
ingredients and technologies in some of the world's biggest and
most successful consumer brands: creating, making and selling
speciality chemicals that are used by many industries and end
consumers. The Croda Group has a global network of over 4,200
employees, working together across manufacturing sites and offices
in 36 countries. The Croda Group has a flexible business model that
allows it to focus on developing and delivering innovative,
sustainable ingredients that customers can build on across a range
of focused sectors including: personal care, health care, crop
care, smart materials, energy technologies, home care and water
technologies and industrial chemicals.
11. Information on Plant Impact
Plant Impact was incorporated in 2005 and is traded on AIM.
Plant Impact is a crop enhancement research and development
company. Its head office and primary research facilities are at the
Rothamsted Centre for Research and Enterprise in Harpenden, UK,
with offices in: Sao Paulo, Brazil; Raleigh, North Carolina, USA;
and Buenos Aires, Argentina. Plant Impact is a member of the
European Biostimulants Industry Council and the US Biostimulants
Coalition.
Plant Impact conducts research into crop responses to stresses
that reduce yield, in order to understand what factors limit a
plant's potential. Plant Impact combines its in-house scientific
expertise with additional specialist input from regular
collaborations with academic and research institutions such as
Lancaster University and Rothamsted Research. Plant Impact's
Scientific Advisory Network brings together academics and
authorities on soybean and wheat crop physiology, biostimulants,
agchem, biochemistry and formulation chemistry.
All of Plant Impact's products are outsourced for manufacture at
three of the UK's leading contract manufacturers, which allows
Plant Impact to have products manufactured to order without the
requirement to invest in in-house production facilities or carry
inventory. Plant Impact markets these products via global strategic
partners and other smaller regional agrochemical distributors.
12. Plant Impact Share Scheme and awards
All of the options or awards granted under or pursuant to the
Plant Impact Share Scheme or under separate share option agreements
have an exercise price in excess of the Offer price or are
otherwise subject to performance targets which have not been
achieved and, as such, no offer or proposal will be made to holders
of such options or other awards in accordance with Rule 15 of the
Takeover Code.
13. Financing
The consideration in respect of the Offer will be financed from
Croda Europe's existing cash resources.
GCA Altium, financial adviser to Croda Europe, is satisfied that
sufficient resources are available to Croda Europe to enable it to
satisfy in full the cash consideration payable to Plant Impact
Shareholders under the terms of the Offer.
14. Offer-related arrangements
Confidentiality Agreement
Croda and Plant Impact entered into a confidentiality agreement
dated 17 January 2018 (the "Confidentiality Agreement"), pursuant
to which Croda agreed to keep confidential information about Plant
Impact and not to disclose to third parties (other than permitted
recipients) confidential information provided by Plant Impact
unless required by law or regulation. These confidentiality
obligations remain in force for a period of five years expiring on
16 January 2023. Croda has also agreed during the period of its
evaluation of the Offer, and for a twelve month period following
the end of such evaluation, not to solicit employees of Plant
Impact. The Confidentiality Agreement further includes customary
standstill obligations on Croda.
15. Structure of the Offer
It is intended that the Offer will be effected by means of a
Court-sanctioned scheme of arrangement between Plant Impact and the
Scheme Shareholders under Part 26 of the Companies Act, although
Croda Europe reserves the right to elect to implement the offer by
means of a Takeover Offer (subject to receipt of Takeover Offer
Consent).
The purpose of the Scheme is to provide for Croda Europe to
become the owner of the entire issued and to be issued ordinary
share capital of Plant Impact. Following the Scheme becoming
Effective, the Scheme Shares will be transferred to Croda Europe,
in consideration for which the Scheme Shareholders whose names
appear on the register of members of Plant Impact at the Scheme
Record Time will receive 10.57 pence per Scheme Share in cash on
the basis set out in paragraph 2 of this announcement.
Ordinary Shares issued after the Scheme Record Time will not be
subject to the Scheme. Accordingly, it is proposed that the Plant
Impact Articles be amended so that Ordinary Shares issued after the
Scheme Record Time other than to Croda Europe will be automatically
acquired by Croda Europe on the same terms as under the Scheme.
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this announcement and to be set out in the
Scheme Document. The Offer is conditional upon the Scheme becoming
unconditional and Effective, subject to the Takeover Code, on or
before the Long-Stop Date or such later date (if any) as Croda
Europe and Plant Impact may, with the consent of the Panel, agree
in writing and (if required) the Court may allow. In summary, the
Scheme will be conditional upon:
-- the approval of a majority in number of the Scheme
Shareholders present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting (or any adjournment
thereof), representing not less than 75 per cent. in value of the
Scheme Shares held by such Scheme Shareholders and such Court
Meeting being held on or before the 22nd day after the expected
date of the Court Meeting to be set out in the Scheme Document (or
such later date as Croda Europe and Plant Impact may agree in
writing and the Court may allow);
-- the Resolutions required to approve and implement the Scheme,
as set out in the notice of the General Meeting, being duly passed
by the requisite majority of Plant Impact Shareholders at the
General Meeting (or at any adjournment thereof) and such General
Meeting being held on or before the 22nd day after the expected
date of the General Meeting to be set out in the Scheme Document
(or such later date as Croda Europe and Plant Impact may agree in
writing and the Court may allow); and
-- the sanction of the Scheme by the Court (without modification
or with modification on terms acceptable to Croda Europe and Plant
Impact) and the delivery of an office copy of the Court Order to
the Registrar of Companies and the Court Hearing being held on or
before the 22nd day after the expected date of the Court Hearing to
be set out in the Scheme Document (or such later date as Croda
Europe and Plant Impact may agree in writing and the Court may
allow).
The deadlines for the timing of the Court Meeting, the General
Meeting and the Court Hearing to approve the Scheme as set out
above may be waived by Croda Europe, and the Long-Stop Date may be
extended by agreement in writing between Plant Impact and Croda
Europe.
Once the necessary approvals from Plant Impact Shareholders and
the Court have been obtained and the other Conditions have been
satisfied or (where applicable) waived, the Scheme must be
sanctioned by the Court. The Scheme shall then become effective
upon delivery of an office copy of the Court Order to the Registrar
of Companies.
If the Scheme is not Effective by the Long-Stop Date (or such
later date (if any) as Plant Impact and Croda Europe may, with the
consent of the Panel, agree in writing and (if required) the Court
may allow), the Scheme will not be implemented and the Offer will
not proceed.
Upon the Scheme becoming Effective, it shall be binding on all
Plant Impact Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or the General Meeting.
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting.
It is expected that the Scheme Document and the Forms of Proxy
accompanying the Scheme Document will be published as soon as
reasonably practicable and, in any event (save with the consent of
the Panel), within 28 days of this announcement. The Scheme
Document and Forms of Proxy will be made available to all Plant
Impact Shareholders at no charge to them.
Croda Europe reserves the right to elect, subject to receipt of
Takeover Offer Consent, to implement the Offer by way of a Takeover
Offer for the entire issued and to be issued ordinary share capital
of Plant Impact as an alternative to the Scheme. In such an event,
the Takeover Offer will be implemented on the same terms or, if
Croda Europe so decides (with the consent of the Takeover Panel),
on such other terms being no less favourable (subject to
appropriate amendments), so far as applicable, as those that would
apply to the Scheme and subject to the Takeover Offer Acceptance
Condition referred to in Part B of Appendix I to this
announcement.
The Scheme will be governed by the laws of England and Wales.
The Scheme will be subject to the applicable requirements of the
Takeover Code, the Takeover Panel, the London Stock Exchange and
the AIM Rules.
16. Disclosure of interests in Plant Impact
As at the close of business on 15 February 2018, being the last
Business Day prior to the date of this announcement, save for the
irrevocable undertakings referred to in paragraphs 3 and 9 above,
none of Croda Europe or any directors of Croda Europe or, so far as
Croda Europe is aware, any person acting, or deemed to be acting,
in concert with Croda Europe:
-- had an interest in, or right to subscribe for, relevant securities of Plant Impact;
-- had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Plant Impact;
-- had procured an irrevocable commitment or letter of intent to
accept the terms of the acquisition in respect of relevant
securities of Plant Impact; or
-- had borrowed or lent any Ordinary Shares.
Furthermore, save for the irrevocable undertakings described in
paragraphs 3 and 9 above, no arrangement exists between Croda
Europe or Plant Impact or a person acting in concert with Croda
Europe or Plant Impact in relation to Ordinary Shares. For these
purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Ordinary Shares which may
be an inducement to deal or refrain from dealing in such
securities.
17. Cancellation of trading and re-registration
Prior to the Scheme becoming Effective and subject to any
applicable requirements of the AIM Rules, Plant Impact will apply
for the cancellation of trading in the Ordinary Shares on AIM to
take effect on and from or shortly after the Effective Date.
On the Effective Date, share certificates in respect of Ordinary
Shares will cease to be valid and entitlements to Ordinary Shares
held within the CREST system will be cancelled or transferred. It
is also proposed that, following the Effective Date, Plant Impact
will be re-registered as a private limited company.
18. General
GCA Altium and Peel Hunt have each given and not withdrawn their
consent to the publication of this announcement with the inclusion
herein of the references to their names in the form and context in
which they appear.
19. Documents published on websites
Copies of the following documents will be made available on
Plant Impact's website and Croda's website at
http://www.plantimpact.com/investors and
https://www.croda.com/en-gb/investors respectively by no later than
12 noon on the Business Day following the date of this announcement
until the end of the Offer:
-- the irrevocable undertakings referred to in paragraph 3 and 9 above;
-- the Confidentiality Agreement; and
-- the written consents provided by each of GCA Altium and Peel Hunt.
Neither the contents of Plant Impact's and Croda's websites, nor
the content of any other website accessible from hyperlinks on
either such website, is incorporated into or forms part of, this
announcement.
Enquiries:
Croda Europe Tel: +44 (0)
140 586 0551
Conleth Campbell
GCA Altium, financial adviser Tel: +44 (0)
to Croda Europe 845 505 4300
Phil Adams
Paul Lines
Teneo Blue Rubicon, public relations Tel: +44 (0)
adviser to Croda Europe 203 603 5220
Charlie Armitstead
Plant Impact Tel: +44 (0)
158 246 5540
David Jones, Chairman
John Brubaker, Chief Executive
Officer
Peel Hunt, Rule 3 adviser to Tel: +44 (0)
Plant Impact 207 418 8900
Adrian Trimmings
Michael Nicholson
George Sellar
Nicole McDougall
Buchanan, public relations adviser Tel: +44 (0)
to Plant Impact 207 466 5000
Mark Court
Sophie Wills
Jamie Hooper
IMPORTANT NOTICES
GCA Altium, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Croda Europe
and no one else in connection with the matters set out in this
announcement. In connection with such matters, GCA Altium will not
regard any other person as its client, nor will it be responsible
to any other person for providing the protections afforded to
clients of GCA Altium or for providing advice in relation to the
contents of this announcement or any other matter referred to
herein.
Peel Hunt, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for the Plant
Impact and no one else in connection with the matters set out in
this announcement. In connection with such matters, Peel Hunt will
not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to clients of Peel Hunt or for providing advice in
relation to any matter referred to herein.
Neither Peel Hunt nor any of its subsidiaries, affiliates or
branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client in connection with this announcement, any statement
contained herein or otherwise.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Scheme
Document and the accompanying Forms of Proxy (or by any other
document by which the Offer is made), which will together contain
the full terms and conditions of the Offer, including details of
how to vote in favour of or accept the Offer. Any decision in
respect of, or other response to, the Offer should be made only on
the basis of the information contained in the Scheme Document or
any document by which the Offer is made.
Overseas Shareholders
The availability of the Offer to Overseas Shareholders and the
distribution of this announcement in, into or from jurisdictions
other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons into whose possession
this announcement comes should inform themselves of, and observe,
any such restrictions.
In particular, the contents of this announcement have not been
reviewed by any regulatory authority in Hong Kong. Overseas
Shareholders resident in Hong Kong are advised to exercise caution
and, if in any doubt about the contents of this announcement,
should obtain independent professional advice.
The Offer relates to shares of a United Kingdom company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Exchange Act. Accordingly, the
Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules or the laws of other
jurisdictions outside the United Kingdom.
Croda Europe reserves the right to elect, subject to receipt of
Takeover Offer Consent, to implement the acquisition by way of a
Takeover Offer. In such event, the Takeover Offer will be made in
compliance with all applicable laws and regulations, including the
United States tender offer rules, to the extent applicable. Such
Takeover Offer would be made in the United States by Croda Europe
and no one else. In addition to such Takeover Offer, Croda Europe,
certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
Ordinary Shares outside such Takeover Offer during the period in
which such Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase were to be made, they would
be made outside the United States and would comply with applicable
law, including the US Exchange Act.
Unless otherwise determined by Croda Europe or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer shall not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction. Accordingly, any person (including
without limitation, nominees, trustees and custodians) who would,
or otherwise intends to, forward this announcement, the Scheme
Document or any accompanying document to any jurisdiction outside
the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. If any
Overseas Shareholder remains in any doubt, it should consult an
appropriate independent professional adviser in its relevant
jurisdiction without delay. In particular, the ability of persons
who are not resident in the United Kingdom to vote their Ordinary
Shares at the Court Meeting or the General Meeting or to execute
and deliver Forms of Proxy appointing another to vote their
Ordinary Shares in respect of the Court Meeting or the General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This document has been prepared for the purposes of complying with
the law of England and Wales and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this document and the accompanying documents had
been prepared in accordance with the laws of jurisdictions outside
of England and Wales.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Purchases
In accordance with normal UK practice and subject to the
provisions of the Takeover Code, Croda Europe or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase Ordinary Shares, other
than pursuant to the Offer, until the date on which the Scheme (or
Takeover Offer, if applicable) becomes Effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK and will be reported to a
Regulatory Information Service.
Forward-Looking Statements
This announcement contains statements about Croda Europe and
Plant Impact that are or may be forward-looking statements which
are prospective in nature. All statements other than statements of
historical facts may be forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "targets", "plans", "believes",
"expects", "aims", "intends", "will", "should", "could", "would",
"may", "anticipates", "estimates", "synergy", "cost-saving",
"projects", "goal", "strategy" or words or terms of similar
substance or the negative thereof. Forward-looking statements may
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Croda Europe's or Plant
Impact's operations and potential synergies resulting from the
Offer; and (iii) the effects of government regulation on Croda
Europe's or Plant Impact's respective businesses.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Croda Europe or Plant
Impact or any of their respective members, directors, officers or
employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Croda Europe and Plant Impact disclaim any obligation to update any
forward-looking or other statements contained in this announcement,
except as required by applicable law.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per ordinary share for Croda Europe or Plant Impact, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per ordinary share for Croda Europe or Plant Impact, as
appropriate.
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 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 Takeover 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 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(s), 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 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.
Information Relating to Plant Impact Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Plant Impact Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Plant Impact may be provided to Croda Europe
during the Offer Period as required under Section 4 of Appendix 4
of the Takeover Code.
Publication on Website(s) and availability of Hard Copies
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Plant Impact's website and
Croda's website (http://www.plantimpact.com/investors and
https://www.croda.com/en-gb/investors respectively) by no later
than 12 noon on the Business Day following the date of this
announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement), free
of charge, by contacting Peel Hunt during business hours on
+44(0)20 7418 8900 or by submitting a request in writing to Peel
Hunt at Moor House, 120 London Wall, EC2Y 5ET. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines will be open between 9.00 a.m. to 5.00
p.m., Monday to Friday excluding public holidays in England and
Wales. Unless you make such a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Offer be in hard copy form.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
APPIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER AND THE SCHEME
Part A: Conditions of the Offer and the Scheme
1. The Offer will be conditional upon the Scheme becoming
unconditional and Effective, subject to the Takeover Code, on or
before 11.59 p.m. (London time) on the Long-Stop Date.
2. The Scheme will be subject to the following conditions:
2.1 (i) its approval by a majority in number representing not
less than 75 per cent. in value of the Scheme Shareholders who are
on the register of members of Plant Impact at the Voting Record
Time, and who are present and voting (and entitled to vote), in
person or by proxy, at the Court Meeting and at any separate class
meeting which the Court may require (or, in either case, any
adjournment thereof) and (ii) such Court Meeting (or any
adjournment thereof) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme
Document (or such later date as Croda Europe and Plant Impact may
agree in writing and the Court may allow);
2.2 (i) the Resolutions required to approve and implement the
Scheme being duly passed by Plant Impact Shareholders by the
requisite majority at the General Meeting (or any adjournment
thereof) and (ii) such General Meeting (or any adjournment thereof)
being held on or before the 22nd day after the expected date of the
General Meeting to be set out in the Scheme Document (or such later
date as Croda Europe and Plant Impact may agree in writing and the
Court may allow); and
2.3 (i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Plant Impact and Croda Europe) and the delivery of an
office copy of the Court Order to the Registrar of Companies and
(ii) the Court Hearing being held on or before the 22nd day after
the expected date of such Court Hearing to be set out in the Scheme
Document (or such later date as Croda Europe and Plant Impact may
agree in writing and the Court may allow).
3. In addition, subject as stated in Part B below and to the
requirements of the Panel, the Offer will be conditional upon the
following Conditions and, accordingly, the Court Order will not be
delivered to the Registrar of Companies unless such Conditions
referred to in this paragraph 3 (as amended if appropriate) have
been satisfied (where capable of satisfaction) and continue to be
satisfied or, where relevant, waived prior to the Scheme being
sanctioned by the Court:
Anti-trust, notifications, waiting periods and
authorisations
3.1 all anti-trust and/or merger control notifications, filings
or applications which are necessary in connection with the Offer
having been made and all necessary waiting periods (including any
extensions thereof) under any applicable anti-trust and/or merger
control legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
anti-trust and/or merger control authorisations, orders, consents,
clearances, permissions and approvals necessary in any jurisdiction
for, or in respect of, the Offer and, the acquisition or the
proposed acquisition of any shares or other securities in, or
control or management of, Plant Impact having been obtained;
3.2 all material notifications, filings or applications which
are necessary having been made in connection with the Offer and all
necessary waiting and other time periods (including any extensions
thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated or waived
(as appropriate) and all statutory and regulatory obligations in
any jurisdiction having been complied with in respect of the Offer
and the acquisition or the proposed acquisition of any shares or
other securities in, or control or management of, Plant Impact or
any other member of the Wider Plant Impact Group by any member of
the Wider Croda Group, in each case where the absence of such
notification, filing or application would have a material adverse
effect on the Wider Croda Group or the Wider Plant Impact Group in
each case taken as a whole, and all Authorisations necessary in
respect thereof having been obtained in terms and in a form
reasonably satisfactory to Croda Europe from all appropriate Third
Parties or (without prejudice to the generality of the foregoing)
from any person or bodies with whom any member of the Wider Plant
Impact Group or the Wider Croda Group has entered into contractual
arrangements and all such
Authorisations necessary to carry on the business of any member
of the Wider Plant Impact Group in any jurisdiction having been
obtained and all such Authorisations remaining in full force and
effect at the time at which the Offer becomes otherwise wholly
unconditional and no notice or intimation of an intention to
revoke, suspend, restrict, modify or not to renew such
Authorisations having been made where, in each case absence of such
Authorisation would have a material adverse effect on the Wider
Plant Impact Group or the Wider Croda Group in each case taken as a
whole;
General regulatory
3.3 no Third Party having given notice in writing of a decision
to take, institute, implement or threaten any action, proceeding,
suit, investigation, inquiry or reference (and in each case, not
having withdrawn the same), or having required any action to be
taken or otherwise having done anything, or having enacted, made or
proposed any statute, regulation, decision, order or change to
published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to:
3.3.1 make the Offer or its implementation, or the acquisition
or proposed acquisition of any shares or other securities in, or
control of, Plant Impact by Croda Europe, void, unenforceable
and/or illegal under the laws of any relevant jurisdiction;
3.3.2 otherwise, directly or indirectly, materially prevent or
prohibit, restrict, restrain or delay the same or otherwise
interfere with the Offer or its implementation, in any case to an
extent which is material in the context of the Wider Plant Impact
Group or the Wider Croda Group, as the case may be, taken as a
whole; or
3.3.3 impose material additional conditions or obligations with
respect to, or otherwise materially impede, interfere or require
material adverse amendment of the Offer or the acquisition of any
shares or other securities in, or control of, Plant Impact by Croda
Europe, in any case to an extent which is material in the context
of the Wider Plant Impact Group or the Wider Croda Group, as the
case may be, taken as a whole,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Offer having expired, lapsed or been terminated;
Solvency
3.4 no member of the Wider Plant Impact Group being unable, or
admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or
having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
3.5 no member of the Wider Plant Impact Group (other than in
respect of a member of the Wider Plant Impact Group which is
dormant and was solvent at the relevant time) having taken any
steps, corporate action or had any legal proceedings instituted or
threatened in writing against it in relation to the suspension of
payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative
receiver, trustee or similar officer of all or any of its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed;
Certain matters arising as a result of any arrangement,
agreement, etc.
3.6 save as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Plant Impact Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance,
which, as a consequence of the Offer or the acquisition or the
proposed acquisition by any member of the Wider Croda Group of any
shares or other securities (or the equivalent) in Plant Impact or
because of a change in the control or management of any member of
the Wider Plant Impact Group or otherwise, would or might
reasonably be expected to result in, to an extent in any such case
which is material in the context of the Wider Plant Impact Group
taken as a whole:
3.6.1 any monies borrowed by, or any other indebtedness, actual
or contingent, of, or any grant available to, any member of the
Wider Plant Impact Group being or becoming repayable, or capable of
being declared repayable, immediately or prior to its or their
stated maturity date or repayment date, or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn
or inhibited or being capable of becoming or being withdrawn or
inhibited;
3.6.2 the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any member of the Wider Plant Impact Group or
any such mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable;
3.6.3 any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider Plant Impact Group being adversely modified or adversely
affected or any obligation or liability arising or any adverse
action being taken or arising thereunder;
3.6.4 any liability of any member of the Wider Plant Impact
Group to make any severance, termination, bonus or other payment to
any of its directors, or other officers;
3.6.5 the rights, liabilities, obligations, interests or
business of any such member or any member of the Wider Plant Impact
Group under any such arrangement, agreement, lease, licence,
franchise, permit or instrument or the interests or business of any
such member or any member of the Wider Plant Impact Group in or
with any other person or body or firm or company (or any
arrangement relating to any such interests or business) being
terminated, or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken
thereunder;
3.6.6 any member of the Wider Plant Impact Group ceasing to be
able to carry on business under any name under which it presently
carries on business;
3.6.7 the value of, or the financial or trading position of any
member of the Wider Plant Impact Group being prejudiced or
adversely affected; or
3.6.8 the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Plant Impact Group other
than trade creditors or other liabilities incurred in the ordinary
course of business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Plant Impact Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, would or might reasonably be expected
to result in any of the events or circumstances as are referred to
in the Conditions in paragraphs 3.6.1 to 3.6.8 (inclusive) to an
extent in any such case which is material in the context of the
Wider Plant Impact Group taken as a whole;
Certain events occurring since 31 July 2017
3.7 save as Disclosed, no member of the Wider Plant Impact Group having since 31 July 2017:
3.7.1 issued or agreed to issue or authorised or announced its
intention to authorise or propose the issue, of additional shares
of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for
or acquire, any such shares, securities or convertible securities
or transferred or sold or agreed to transfer or sell or authorised
or proposed the transfer or sale of Ordinary Shares out of treasury
(except, in each case, where relevant, as between Plant Impact and
wholly owned subsidiaries of Plant Impact or between the wholly
owned subsidiaries of Plant Impact and except for the issue or
transfer out of treasury of Ordinary Shares on the exercise of
employee share options or vesting of employee share awards in the
ordinary course under the Plant Impact Share Scheme);
3.7.2 recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly owned subsidiary of
Plant Impact to Plant Impact or any of its wholly owned
subsidiaries;
3.7.3 other than pursuant to the Offer (and except for
transactions between Plant Impact and its wholly owned subsidiaries
or between the wholly owned subsidiaries of Plant Impact and
transactions in the ordinary course of business) implemented,
effected, authorised or announced its intention to implement,
effect or authorise any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings to an extent in any such case which is
material in the context of the Wider Plant Impact Group taken as a
whole;
3.7.4 except for transactions in the ordinary course of business
or between the Wider Plant Impact Group and its wholly owned
subsidiaries, or between such subsidiaries, disposed of, or
transferred, mortgaged or created any security interest over any
material asset or any right, title or interest in any material
asset or authorised or announced any intention to do so;
3.7.5 issued, authorised or announced an intention to authorise
the issue of or made any change in or to the terms of any
debentures or become subject to any contingent liability or (other
than trade credit incurred in the ordinary course of business)
incurred or increased any indebtedness except as between Plant
Impact and any of its wholly owned subsidiaries or between such
subsidiaries which in any case is material in the context of the
Wider Plant Impact Group taken as a whole;
3.7.6 entered into or varied or authorised, proposed or
announced its intention, other than in the ordinary course of
business, to enter into or vary any material contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or
onerous nature or magnitude or which involves or could involve an
obligation of a material nature or magnitude which is reasonably
likely to be restrictive on the business of any member of the Wider
Plant Impact Group and which, when taken with any other such
contract, arrangement, agreement, transaction or commitment is
material in the context of the Wider Plant Impact Group taken as a
whole;
3.7.7 entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director of Plant Impact except
for salary increases, bonuses or variation of terms, in each case,
in the ordinary and usual course of business and consistent with
past practice;
3.7.8 proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider Plant Impact Group (in a manner which is material in the
context of the Wider Plant Impact Group taken as a whole);
3.7.9 purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital;
3.7.10 waived, compromised or settled any claim which is
material in the context of the Wider Plant Impact Group taken as a
whole;
3.7.11 terminated or varied the terms of any agreement or
arrangement between any member of the Wider Plant Impact Group and
any other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position of the Wider Plant Impact Group taken as a whole;
3.7.12 save as disclosed on publically available registers or as
envisaged in accordance with the terms of the Scheme made any
alteration to its memorandum or articles of association or other
incorporation documents;
3.7.13 made or agreed or consented to any material change to the
terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Plant Impact Group
for its directors, employees or their dependants or to the
contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder, or
to the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined or to
the basis upon which the liabilities (including pensions) of such
pension schemes are funded or valued or made, or agreed or
consented to;
3.7.14 made, authorised or announced an intention to propose any
change in its loan capital to an extent in any such case which is
material in the context of the Wider Plant Impact Group taken as a
whole; or
3.7.15 entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition in paragraph 3.7;
No adverse change, litigation, regulatory enquiry or similar
3.8 save as Disclosed, since 31 July 2017:
3.8.1 no adverse change and no circumstances having arisen which
would or might reasonably be expected to result in any adverse
change in the business, assets, financial or trading position or
profits, operational performance or prospects of any member of the
Wider Plant Impact Group which is material in the context of the
Wider Plant Impact Group taken as a whole;
3.8.2 no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened in writing,
announced or instituted by or against or remaining outstanding
against or in respect of, any member of the Wider Plant Impact
Group or to which any member of the Wider Plant Impact Group is or
may become a party (whether as claimant, defendant or otherwise)
having been threatened, announced, instituted or remaining
outstanding by, against or in respect of, any member of the Wider
Plant Impact Group, in each case which is material in the context
of the Wider Plant Impact Group taken as a whole;
3.8.3 no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Plant Impact Group (or any person in respect of which
any such member has or may have responsibility or liability) having
been threatened in writing, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider
Plant Impact Group, in each case which is material in the context
of the Wider Plant Impact Group taken as a whole;
3.8.4 no contingent or other liability in respect of any member
of the Wider Plant Impact Group having arisen or increased other
than in the ordinary course of business which is reasonably likely
to materially affect adversely the business, assets, financial or
trading position or profits or prospects of any member of the Wider
Plant Impact Group to an extent in any such case which is material
in the context of the Wider Plant Impact Group taken as a whole;
and
3.8.5 no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Plant Impact Group which is necessary for
the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which might reasonably
be expected to have a material adverse effect on the Wider Plant
Impact Group taken as a whole;
No discovery of certain matters regarding information,
liabilities, environmental issues, corruption and intellectual
property
3.9 save as Disclosed, Croda Europe not having discovered:
3.9.1 that any financial, business or other information
concerning the Wider Plant Impact Group publicly announced prior to
the date of this announcement or disclosed at any time to any
member of the Wider Croda Group by or on behalf of any member of
the Wider Plant Impact Group prior to the date of this announcement
is materially misleading, contains a material misrepresentation of
any fact, or omits to state a fact necessary to make that
information not misleading (in any case to an extent which is
material in the context of the Wider Plant Impact Group taken as a
whole);
3.9.2 that any member of the Wider Plant Impact Group is,
otherwise than in the ordinary course of business, subject to any
liability, contingent or otherwise and which is material in the
context of the Wider Plant Impact Group taken as a whole;
3.9.3 that any past or present member of the Wider Plant Impact
Group has not complied in any material respect with all applicable
legislation, regulations of any jurisdiction or any notice or
requirement of any Authorisations relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance
likely to impair the environment (including any property) or harm
human or animal health or otherwise relating to environmental
matters or the health and safety of humans, which non-compliance
would be likely to give rise to any material liability including
any penalty for non-compliance (whether actual or contingent) on
the part of any member of the Wider Plant Impact Group (in any case
to an extent which is material in the context of the Wider Plant
Impact Group taken as a whole);
3.9.4 that there has been a material disposal, discharge,
spillage, accumulation, release, leak, emission or the migration,
production, supply, treatment, storage, transport or use of any
waste or hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the
Wider Plant Impact Group (in any case to an extent which is
material in the context of the Wider Plant Impact Group taken as a
whole);
3.9.5 that there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property, asset or any controlled waters currently or
previously owned, occupied, operated or made use of or controlled
by any past or present member of the Wider Plant Impact Group,
under any environmental legislation, common law, regulation,
notice, circular, Authorisation or order of any Third Party in any
jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto (in any case
to an extent which is material in the context of the Wider Plant
Impact Group taken as a whole);
3.9.6 any member of the Wider Plant Impact Group or any person
that performs or has performed services for or on behalf of any
such member is or has engaged in any activity, practice or conduct
which would constitute an offence under the UK Bribery Act 2010,
the US Foreign Corrupt Practices Act or any other applicable
anti-corruption legislation;
3.9.7 any asset of any member of the Wider Plant Impact Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition);
3.9.8 any past or present member of the Wider Plant Impact Group
has engaged in any activity or business with, or made any
investments in, or made any payments to any government, entity or
individual covered by any of the economic sanctions administered by
the United Nations or the European Union (or any of their
respective member states) or the United States Office of Foreign
Assets Control or any other governments or supranational body or
authority in any jurisdiction; or
3.9.9 no circumstance having arisen or event having occurred in
relation to any material intellectual property owned or used by any
member of the Wider Plant Impact Group, which would have a material
adverse effect on the Wider Plant Impact Group taken as a whole,
including:
3.9.9.1 any member of the Wider Plant Impact Group losing its
title to any of its intellectual property, or any intellectual
property owned by the Wider Plant Impact Group being revoked,
cancelled or declared invalid;
3.9.9.2 any claim being asserted or threatened by any person
challenging the ownership of any member of the Wider Plant Impact
Group to, or the validity or effectiveness of, any of its
intellectual property; or
3.9.9.3 any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Plant Impact
Group being terminated or varied.
Part B: Further terms of the Offer
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
To the extent permitted by law and subject to the requirements
of the Panel, Croda Europe reserves the right to waive:
-- the deadline set out in the Condition in paragraph 1 of Part
A and any of the deadlines set out in the Conditions in paragraph 2
of Part A for the timing of the Court Meeting, General Meeting and
the Court Hearing. If any such deadline is not met, Croda Europe
shall make an announcement by 8.00 a.m. on the Business Day
following such deadline confirming whether it has invoked or waived
the relevant Condition or agreed with Plant Impact to extend the
deadline in relation to the relevant Condition; and
-- in whole or in part, all or any of the Conditions in
paragraphs 3.1 to 3.9 (inclusive) of Part A.
The Conditions in paragraphs 3.1 to 3.9 (inclusive) of Part A
must be fulfilled or waived by no later than 11.59 p.m. on the date
immediately preceding the date of the Court Hearing, failing which
the Scheme will lapse.
Croda Europe shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as
fulfilled any of Conditions by a date earlier than the latest date
specified above for the fulfilment or waiver of that Condition,
notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may
not be capable of fulfilment.
If Croda Europe is required by the Panel to make an offer for
Ordinary Shares under the provisions of Rule 9 of the Takeover
Code, Croda Europe may make such alterations to any of the above
Conditions and terms of the Offer as are necessary to comply with
the provisions of that Rule.
The Offer shall lapse if:
-- in so far as the Offer or any matter arising from or relating
to the Scheme or Offer constitutes a concentration with a Community
dimension within the scope of the EC Regulation, the European
Commission either initiates proceedings under Article 6(1)(c) of
the EC Regulation or makes a referral to a competent authority in
the United Kingdom under Article 9(1) of the EC Regulation and
there is then a CMA Phase 2 Reference; or
-- in so far as the Offer or any matter arising from the Scheme
or Offer does not constitute a concentration with a Community
dimension within the scope of the EC Regulation, the Scheme or
Offer or any matter arising from or relating to the Offer becomes
subject to a CMA Phase 2 Reference,
in either case, before the date of the Court Meeting.
Croda Europe reserves the right to elect, with the consent of
the Panel and (provided that no third party has made an
announcement of a firm intention to make an offer under Rule 2.7 of
the Code) Plant Impact ("Takeover Offer Consent"), to implement the
Offer by way of a Takeover Offer. In such event, the Offer will be
implemented on substantially the same terms, subject to appropriate
amendments, so far as applicable, as those which would apply to the
Scheme, including (without limitation) an acceptance condition set
at 90 per cent. of the shares to which such offer relates (or such
less percentage, being more than 50 per cent. of the Ordinary
Shares carrying voting rights, as Croda Europe may following
consultation within the Panel, decide)(the "Takeover Offer
Acceptance Condition").
The availability of the Offer to Overseas Shareholders and the
distribution of this document in, into or from jurisdictions other
than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
document comes should inform themselves of, and observe, any such
restrictions.
Unless otherwise determined by Croda Europe or required by the
Takeover Code and permitted by applicable law and regulation, the
Offer is not being, and will not be, made, directly or indirectly,
in or into or by the use of the mails of, or by any other means or
instrumentality (including, without limitation, facsimile
transmission, telex, telephone, internet or other forms of
electronic transmission) of interstate or foreign commerce of, or
by any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction.
Under Rule 13.5(a) of the Takeover Code, Croda Europe may not
invoke a condition to the Offer so as to cause the Offer not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the condition are of material
significance to Croda Europe in the context of the Offer. The
Conditions contained in paragraphs 1 and 2 of Part A and, if
applicable, the Takeover Offer Acceptance Condition set out in this
Part B are not subject to this provision of the Takeover Code.
Under Rule 13.6 of the Takeover Code, Plant Impact may not
invoke, or cause or permit Croda Europe to invoke, any Condition
unless the circumstances which give rise to the right to invoke the
Condition are of material significance to the shareholders in Plant
Impact in the context of the Offer.
The Ordinary Shares which will be acquired under the Offer will
be acquired with full title guarantee, fully paid and free from all
liens, equitable interests, charges, encumbrances, options, rights
of pre-emption and any other third party rights and interests of
any nature and together with all rights now or hereafter attaching
or accruing to them, including (without limitation) voting rights
and the right to receive and retain, in full, all dividends and
other distributions (if any) declared, made or paid or any other
return of capital (whether by way of reduction of share capital or
share premium account or otherwise) made on or after the date of
this announcement in respect of the Ordinary Shares other than any
Subsequent Dividend.
If any Subsequent Dividend occurs, Croda Europe will have the
right to reduce the value of the consideration payable for each
Ordinary Share by up to the amount per Ordinary Share of such
Subsequent Dividend. If any Subsequent Dividend occurs and Croda
Europe exercises its rights described above, any reference in this
announcement to the consideration payable under the Scheme shall be
deemed to be a reference to the consideration as so reduced. Any
exercise by Croda Europe of its rights referred to in this
paragraph shall be the subject of an announcement and shall not be
regarded as constituting any revision or variation of the terms of
the Scheme. Any payments made in cash or by way of the delivery of
Ordinary Shares on the vesting of awards under the Plant Impact
Share Scheme that are calculated by reference to dividends accrued
in respect of those underlying vested Ordinary Shares are not to be
construed as a dividend, distribution or return of capital for
these purposes.
Croda Europe reserves the right for any other member of the
Croda Group from time to time to implement the Offer.
The Offer is governed by the law of England and Wales and is
subject to the jurisdiction of the English courts. The Offer will
be made on and subject to the conditions and further terms set in
this Appendix I and to be set out in the Scheme Document. The Offer
will be subject to the applicable requirements of the Takeover
Code, the Panel, the AIM Rules and the London Stock Exchange.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
The value of Plant Impact as implied by the Offer price stated
in paragraph 2 of this announcement is based on the issued ordinary
share capital as at 12 December 2017 (the last Business Day prior
to the commencement of the Offer Period) being 94,598,625 Ordinary
Shares (per the confirmation by Plant Impact pursuant to Rule 2.9
of the Takeover Code set out in Plant Impact's announcement of its
formal sale process published on 13 December 2017).
All of the options or awards granted under or pursuant to the
Plant Impact Share Scheme or under separate share option agreements
have an exercise price in excess of the Offer price or are
otherwise subject to performance targets which have not been
achieved and, as such, there will be no in-the-money options or
awards on the basis of the terms of the Offer. Notwithstanding the
aforementioned, assuming all of the vested options or awards
granted under or pursuant to the Plant Impact Share Scheme or under
separate share option agreements were exercised, the offer price
for each Ordinary Share on a fully-diluted basis would be 10.177
pence in cash, excluding any options or awards that have been
formally waived and/or would not otherwise have vested on the terms
of the Offer.
Further sources of information regarding data reported in this
announcement are as follows:
-- unless otherwise stated, the financial information relating
to Plant Impact is extracted from the audited consolidated
financial statements of Plant Impact for the financial year ended
31 July 2017; and
-- the premium calculation to the price per Ordinary Share has
been calculated by reference to the Closing Price of an Ordinary
Share of 5.875 pence on 15 February 2018, being the last Business
Day prior to the date of this announcement.
APPIX III
IRREVOCABLE UNDERTAKINGS
The following holders or controllers of Ordinary Shares have
given irrevocable undertakings (Parts A and B) to vote, or procure
votes, in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting:
PART A - Director shareholder irrevocable undertakings
Name Number of Ordinary Shares % of Ordinary Shares in issue
David Jones 2,222,571 2.349
Christopher Tyler 20,000 0.021
John Brubaker 660,000 0.698
TOTAL 2,902,571 3.070
The undertakings listed in this Part A cease to be binding if
the Scheme Document is not published within 28 days of the date of
this announcement or the Offer lapses or is withdrawn on or before
the Long-Stop Date.
PART B - Non-director shareholder irrevocable undertakings
Name Number of Ordinary Shares % of Ordinary Shares in issue
RSGF MPF Limited Partnership 1,204,000 1.273
Rising Stars Growth Fund Limited Partnership 5,473,131 5.786
Polar Capital European Forager Fund Limited 6,297,000 6.657
City Natural Resources High Yield Trust plc* 8,811,208 9.314
Baronsmead Venture Trust plc (acting through its fund
manager Livingbridge VC LLP)** 3,814,025 4.032
Baronsmead Second Venture Trust plc (acting through its
fund manager Livingbridge VC LLP)** 4,661,587 4.928
TOTAL 30,260,951 31.989
The undertakings listed in this Part B cease to be binding if
the Scheme Document is not published within 28 days of the date of
this announcement or the Offer lapses or is withdrawn on or before
the Long-Stop Date.
* In addition to the termination provision referred to above,
the undertaking given by City Natural Resources High Yield Trust
plc will cease to be binding if a third party announces a firm
intention to make an offer (in accordance with Rule 2.7 of the
Code) to acquire the entire issued share capital of Plant Impact
(other than already owned by such offeror) on or before the fifth
business day after the posting of the Scheme Document, provided
that the value of the consideration under such offer exceeds the
value of the consideration under the Offer by 50 per cent.
** In addition to the termination provision referred to above,
the undertakings given by Baronsmead Venture Trust plc (acting
through its fund manager Livingbridge VC LLP) and Baronsmead Second
Venture Trust plc (acting through its fund manager Livingbridge VC
LLP) will cease to be binding if a third party announces a firm
intention to make an offer (in accordance with Rule 2.7 of the
Code) to acquire the entire issued share capital of Plant Impact
(other than already owned by such offeror) on or before the fifth
business day after the posting of the Scheme Document, provided
that the value of the consideration under such offer exceeds the
value of the consideration under the Offer by 10 per cent.
APPIX IV
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
"GBP", "pence" or the lawful currency of the
"pounds sterling" United Kingdom;
"AIM" the market of that name operated
by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies
published by the London Stock
Exchange, as amended from
time to time;
"Authorisations" any and all authorisations,
orders, recognitions, grants,
determinations, consents,
clearances, confirmations,
certificates, licences, permissions,
exemptions or approvals;
"Board" the board of directors of
Plant Impact;
"Business Day" a day (other than Saturdays,
Sundays and public holidays)
on which banks are open for
business in London;
"CMA Phase 2 Reference" a reference of the Offer to
the chair of the Competition
and Markets Authority for
the constitution of a group
under Schedule 4 to the Enterprise
and Regulatory Reform Act
2013;
"Closing Price" the closing middle market
price of an Ordinary Share
as derived from the AIM Appendix
to the Daily Official List;
"Companies Act" the Companies Act 2006, as
amended from time to time;
"Competition and a UK statutory body established
Markets Authority" under the Enterprise and Regulatory
Reform Act 2013;
"Conditions" the conditions to the Offer
and the Scheme, as set out
in Appendix I of this announcement
and to be set out in the Scheme
Document;
"Court" the High Court of Justice
in England and Wales;
"Court Hearing" the hearing of the Court to
sanction the Scheme under
section 899 of the Companies
Act and if such hearing is
adjourned reference to commencement
of any such hearing shall
mean the commencement of the
final adjournment thereof;
"Court Meeting" the meeting of Scheme Shareholders
to be convened pursuant to
an order of the Court under
section 896 of the Companies
Act for the purposes of considering
and, if thought fit, approving
the Scheme (with or without
amendment) including any adjournment,
postponement or reconvention
thereof, notice of which is
to be contained in the Scheme
Document;
"Court Order" the order of the Court sanctioning
the Scheme under section 899
of the Companies Act;
"CREST" a relevant system (as defined
in the Regulations) in respect
of which Euroclear UK & Ireland
Limited is the Operator (as
defined in the Regulations);
"Croda" Croda International Public
Limited Company, a public
limited company incorporated
in England and Wales with
registered number 206132;
"Croda Europe" Croda Europe Limited, a private
limited company incorporated
in England and Wales with
registered number 167236;
"Croda Group" Croda Europe, any parent undertaking
of Croda Europe, and any undertaking
which is a subsidiary undertaking
of Croda Europe or of any
such parent undertaking;
"Dealing Disclosure" has the meaning given by Rule
8 of the Takeover Code;
"Disclosed" the information fairly disclosed
in:
(a) the Plant Impact annual
report and accounts in respect
of the financial year ended
31 July 2017;
(b) any documents in folders
1 to 9 (inclusive), 12 and
13 contained within the electronic
data-room established by Plant
Impact in connection with
the proposed offer to which
certain employees, agents
and advisers of Croda Europe
have had access and any documents
delivered in writing to any
employee or director of Croda
Europe or to any of Croda
Europe's professional advisers
engaged in connection with
the Offer, in either case,
on or before 5.00 p.m. on
the Business Day prior to
the date of this announcement
(including but not limited
to information disclosed in
electronic form to Croda Europe
or any of Croda Europe's professional
advisers); or
(c) any public announcement
by Plant Impact made to a
Regulatory Information Service
on or before 5.00 p.m. on
the Business Day prior to
the date of this announcement;
"DLA Piper" DLA Piper UK LLP of 3 Noble
Street, London, EC2V 7EE;
"EC Regulation" Council Regulation (EC) No
139/2004;
"Effective" in the context of the Offer:
(a) if the Offer is implemented
by way of a Scheme, the Scheme
having become effective in
accordance with its terms,
upon the delivery of an office
copy of the Court Order to
the Registrar of Companies;
or (b) if the Offer is implemented
by way of a Takeover Offer,
the Takeover Offer having
become, or been declared,
unconditional in all respects
in accordance with the requirements
of the Code;
"Effective Date" the date on which: (a) the
Scheme becomes Effective;
or (b) if Croda Europe elects,
and the Panel consents to,
the implementation of the
the Offer by way of a Takeover
Offer, the Takeover Offer
becomes Effective;
"Enlarged Group" the Croda Group as enlarged
by the Plant Impact Group
following completion of the
Offer;
"Ernst & Young" Ernst & Young LLP of 2 St.
Peter's Square, Manchester,
M2 3EY;
"Excluded Shares" any Ordinary Shares:
(a) registered in the name
of, or beneficially owned
by, Croda Europe or any member
of the Croda Group (if any);
or
(b) held by the Company in
treasury (if any),
at any relevant date or time;
"FCA" or "Financial the UK Financial Conduct Authority
Conduct Authority" or its successor from time
to time;
"Forms of Proxy" the forms of proxy for use
at the Court Meeting and the
General Meeting respectively,
which will accompany the Scheme
Document;
"GCA Altium" GCA Altium Limited of 3(rd)
Floor, 1 Southampton Street,
London, WC2R DLR;
"General Meeting" the general meeting of Plant
Impact Shareholders (and any
adjournment, postponement
or reconvention thereof) to
consider, and if thought fit
pass, inter alia, the Resolutions,
to be convened in connection
with the Scheme;
"London Stock Exchange" London Stock Exchange plc,
a public company incorporated
in England and Wales under
number 2075721;
"Long-Stop Date" 30 June 2018, or such later
date, if any, as Croda Europe
and Plant Impact may, with
the consent of the Panel,
agree in writing and, if required,
the Court may allow;
"Offer" the recommended cash offer
by Croda Europe to acquire
the entire issued and to be
issued ordinary share capital
of Plant Impact (other than
any Excluded Shares) to be
effected by means of the Scheme
or (should Croda Europe so
elect, subject to the consent
of the Panel) by means of
a Takeover Offer and, in either
case, where the context admits,
any subsequent variation,
revision, extension or renewal
thereof;
"Offer Period" the offer period (as defined
by the Takeover Code) relating
to Plant Impact, which commenced
on 13 December 2017;
"Opening Position has the meaning given by Rule
Disclosure" 8 of the Takeover Code;
"Ordinary Shares" the ordinary shares of one
pence each in the capital
of Plant Impact;
"Overseas Shareholders" Plant Impact Shareholders
(or nominees of, custodians
or trustees for Plant Impact
Shareholders) not resident
in, or nationals or citizens
of the United Kingdom;
"Panel" or "Takeover the UK Panel on Takeovers
Panel" and Mergers;
"Peel Hunt" Peel Hunt LLP of Moor House,
120 London Wall, EC2Y 5ET;
"Plant Impact" or Plant Impact plc, a public
"Company" limited company incorporated
in England and Wales registered
with registered number 5442961;
"Plant Impact Articles" Plant Impact's articles of
association currently adopted
and filed with the Registrar
of Companies;
"Plant Impact Directors" the directors of Plant Impact
as at the date of this announcement;
"Plant Impact Group" Plant Impact and its subsidiaries
or "Group" and subsidiary undertakings;
"Plant Impact Shareholders" the holders of Ordinary Shares;
or "Shareholders"
"Plant Impact Share the Plant Impact Performance
Scheme" Share Plan adopted by the
Board of Plant Impact on 29
July 2010 and amended on 27
June 2012 and on 26 February
2015 and on 25 November 2015
pursuant to which Plant Impact
may grant options or conditional
awards from to time;
"Registrar of Companies" the Registrar of Companies
in England and Wales;
"Regulations" the Uncertificated Securities
Regulations 2001 (SI2001 No.
3755), as amended from time
to time;
"Regulatory Information a service approved by the
Service" London Stock Exchange for
the distribution to the public
of announcements and included
within the list maintained
on the London Stock Exchange's
website;
"Resolutions" the resolutions to be proposed
by Plant Impact at the General
Meeting in connection with,
amongst other things, the
approval of the Scheme, the
amendment of the Plant Impact
Articles and such other matters
as may be necessary to implement
the Scheme and the proposed
cancellation of the admission
to trading on AIM of the Plant
Impact Shares upon the Scheme
becoming Effective;
"Restricted Jurisdiction" any jurisdiction where the
making of the Offer would:
(a) constitute a violation
of the relevant laws and regulations
of such jurisdiction; or
(b) result in a requirement
to comply with any governmental
or other consent or any registration,
filing or other formality
which Croda Europe or Plant
Impact regards as unduly onerous;
"Scheme" the proposed scheme of arrangement
between Plant Impact and the
Scheme Shareholders under
Part 26 of the Companies Act
to effect the Offer, the full
terms of which will be set
out in the Scheme Document,
with or subject to any modification,
addition or condition which
Plant Impact and Croda Europe
may agree in writing and,
if required, the Court may
approve or impose;
"Scheme Document" the document to be sent to
Plant Impact Shareholders,
persons with information rights
and to holders of options
and awards granted under the
Plant Impact Share Scheme
or otherwise, containing and
setting out the Scheme, the
notices convening the Court
Meeting and the General Meeting
and the further particulars
required by Part 26 of the
Companies Act;
"Scheme Record Time" the time and date specified
in the Scheme Document as
being the record time for
the Scheme;
"Scheme Shareholders" the holders of Scheme Shares
at any relevant date or time;
"Scheme Shares" the Ordinary Shares:
(a) in issue at the date of
the Scheme Document;
(b) (if any) issued after
the date of the Scheme Document
and prior to the Voting Record
Time; and
(c) (if any) issued on or
after the Voting Record Time
and on or prior to the Scheme
Record Time either on terms
that the original or any subsequent
holders thereof shall be bound
by the Scheme, or in respect
of which the holders thereof
shall have agreed in writing
to be bound by the Scheme,
and in each case remaining
in issue at the Scheme Record
Time, but excluding any Excluded
Shares;
"Subsequent Dividend" means any dividend or other
distribution or return of
capital which is proposed,
declared, made, paid or becomes
payable by Plant Impact in
respect of Ordinary Shares
to Plant Impact Shareholders
on or after the date of this
announcement and prior to
the Effective Date;
"Substantial Interest" in relation to an undertaking,
a direct or indirect interest
of 20 per cent. or more of
the total voting rights conferred
by the equity share capital
(as defined in Section 548
of the Companies Act) of such
undertaking;
"Takeover Code" the UK City Code on Takeovers
and Mergers;
"Takeover Offer" should the Offer be implemented
by way of a takeover offer
as defined in Chapter 3 of
Part 28 of the Companies Act,
the offer to be made by or
on behalf of Croda Europe
to acquire the entire issued
and to be issued ordinary
share capital of Plant Impact
including any revision, variation,
extension or renewal of such
offer;
"Takeover Offer has the meaning given in Part
Consent" B of Appendix I to this announcement;
"Third Party" each of a central bank, government
or governmental, quasi-governmental,
supranational, statutory,
regulatory, environmental,
administrative, fiscal or
investigative body, court,
trade agency, association,
institution, environmental
body, or any other body or
person whatsoever in any jurisdiction;
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland;
"United States of the United States of America,
America", "United its territories and possessions,
States" or "US" any State of the United States
and the District of Columbia;
"US Exchange Act" the US Securities and Exchange
Act of 1934, as amended;
"Voting Record Time" the time and date specified
in the Scheme Document as
being the record time for
voting at the Court Meeting
and the General Meeting;
"Wider Croda Group" Croda Europe, its parent undertakings,
its subsidiary undertakings,
associated undertakings and
any other undertakings in
which that company and such
undertakings (aggregating
their interests) have a Substantial
Interest; and
"Wider Plant Impact Plant Impact, its subsidiary
Group" undertakings, associated undertakings
and any other undertakings
in which that company and
such undertakings (aggregating
their interests) have a Substantial
Interest.
For the purposes of this announcement, "associated undertaking",
"parent undertaking", "subsidiary", "subsidiary undertaking" and
"undertaking" have the respective meanings given thereto by the
Companies Act.
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this document.
All the times referred to in this announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBGGURPPUPRUUQ
(END) Dow Jones Newswires
February 16, 2018 02:00 ET (07:00 GMT)
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