TIDMUMC
RNS Number : 9618H
UMECO PLC
18 July 2012
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
SECURITIES LAWS OF SUCH JURISDICTION
18 July 2012
RECOMMENDED CASH OFFER
for
UMECO PLC
by
CYTEC UK HOLDINGS LIMITED
a wholly-owned subsidiary of
CYTEC INDUSTRIES INC.
Court sanction of the Scheme of Arrangement
The boards of Umeco plc ("Umeco") and Cytec Industries Inc.
("Cytec") are pleased to announce that the scheme of arrangement
(the "Scheme") in order to effect the recommended acquisition of
Umeco by Cytec UK Holdings Limited ("Cytec Bidco") (the
"Acquisition") was today sanctioned by the Court. In order for the
Scheme to become effective in accordance with its terms, Court
approval must be obtained for the Capital Reduction at the
Reduction Court Hearing which is scheduled to take place on 20 July
2012.
Dealings in Umeco Shares on the London Stock Exchange will be
suspended at 7.30 a.m. (London time) on 19 July 2012. It is
expected that the Scheme will become effective on 20 July 2012 and
that Umeco Shares will cease to be listed on the Official List and
their admission to trading on the London Stock Exchange will be
cancelled at 8.00 a.m. (London time) on 23 July 2012.
Upon completion of the Acquisition, holders of Scheme Shares on
the Umeco register of members at 6.00 p.m. on 19 July 2012 will be
entitled to receive 550 pence in cash for each Scheme Share held.
Settlement of the Offer Consideration is expected to take place on
or prior to 3 August 2012.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the scheme document sent to Umeco
Shareholders dated 25 April 2012. A copy of this announcement will
be available, subject to certain restrictions in relation to
persons resident in certain overseas jurisdictions, at
www.umeco.com/microsite and at www.cytec.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following timetable sets out the expected dates for
implementation of the Acquisition (some of which are
indicative):
Time and/or date(1)
Suspension of listing of, and dealings, 7.30 a.m. on 19 July
settlement and transfers in, Umeco Shares 2012
Reduction Record Time 6.00 p.m. on 19 July
2012
Reduction Court Hearing 20 July 2012
Effective Date 20 July 2012
Cancellation of listing and admission 8.00 a.m. on 23 July
to trading of Umeco Shares 2012
Latest date for despatch of Offer Consideration 3 August 2012
Long Stop Date 12 October 2012
1 All times are London times. IF THE EXPECTED DATE OF THE
REDUCTION COURT HEARING OR ANY OTHER KEY DATE IS CHANGED, UMECO
WILL GIVE NOTICE OF THIS CHANGE BY ISSUING AN ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers, Umeco announces that, in accordance with the terms of the
Scheme, it will today issue one ordinary share of 25 pence to Cytec
Bidco, and that following such issue Umeco's total issued shared
capital will comprise 48,493,871 ordinary shares of 25 pence
each.
The ISIN reference for these securities is GB0009116079.
Enquiries:
Cytec and Cytec Bidco +1 973 357 3283
Jodi Allen, Investor Relations
Barclays (sole financial adviser and corporate broker to
Cytec
and Cytec Bidco) +44 (0) 20 7623 2323
Mark Warham
David Whiteley
Jon Bathard-Smith (Corporate Broking)
Umeco +44 (0) 1926 331800
Andrew Moss
Steve Bowers
Rothschild (joint financial adviser to Umeco) +44 (0) 20 7280
5000
Paul Simpson
Stuart Vincent
Alistair Allen
Investec (joint financial adviser and sole corporate +44 (0) 20
7597 5000
broker to Umeco)
Chris Treneman
James Rudd
Hudson Sandler (public relations adviser to Umeco) +44 (0) 20 7796 4133
Andrew Hayes
Andrew Leach
Disclaimers:
Barclays Bank plc, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Cytec and Cytec Bidco and no one else in connection
with the Acquisition and other matters referred to in this
announcement and the Scheme Document and will not be responsible to
any person other than Cytec and Cytec Bidco for providing the
protections afforded to its clients nor for giving advice in
relation to the matters set out in this announcement.
N.M. Rothschild & Sons Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Umeco and no one else in
connection with the Acquisition and other matters referred to in
this announcement and the Scheme Document and will not be
responsible to any person other than Umeco for providing the
protections afforded to its clients nor for giving advice in
relation to the matters set out in this announcement.
Investec Bank plc, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Umeco and no one else in connection with the
Acquisition and other matters referred to in this announcement and
the Scheme Document and will not be responsible to any person other
than Umeco for providing the protections afforded to its clients
nor for giving advice in relation to the matters set out in this
announcement.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with such restrictions may constitute a violation of the
securities laws of any such jurisdiction. Copies of this
announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful.
This announcement has been prepared for the purposes of
complying with laws of England and Wales and the City Code on
Takeovers and Mergers (the "City Code") and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of any other jurisdiction.
Disclosure requirements of the City Code:
Under Rule 8.3(a) of the City Code, any person who is
"interested" in one per cent. or more of any class of relevant
securities of an offeree company or of any paper offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an "Opening Position Disclosure" following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified.
An "Opening Position Disclosure" must contain details of the
person's interests and short positions in, and rights to subscribe
for, any "relevant securities" of each of: (i) the offeree company
and (ii) any paper offeror. An "Opening Position Disclosure" by a
person to whom Rule 8.3(a) of the City Code applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an "Opening Position Disclosure" must instead make a
"Dealing Disclosure".
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
"relevant securities" of the offeree company or of any paper
offeror must make a "Dealing Disclosure" if the person deals in any
"relevant securities" of the offeree company or of any paper
offeror. A "Dealing Disclosure" must contain details of the
"dealing" concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of: (i) the offeree company and (ii) any paper offeror,
save to the extent that these details have previously been
disclosed under Rule 8 of the City Code. A "Dealing Disclosure" by
a person to whom Rule 8.3(b) of the City Code 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
paper offeror, they will be deemed to be a single person for the
purpose of Rule 8.3 of the City Code.
"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 of
the City Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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