TIDMINB
RNS Number : 0291Q
Interbulk Group PLC
24 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
24 February 2016
RECOMMENDED CASH ACQUISITION
of
INTERBULK GROUP PLC ("INTERBULK")
by
DEN HARTOGH HOLDING B.V. ("DEN HARTOGH")
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART
26 OF THE COMPANIES ACT 2006
Update
InterBulk Group plc ("InterBulk", the "Company") (AIM: INB), a
leading provider of intermodal logistics solutions to the chemical,
polymer, food and mineral industries, provides an update in
connection with the recommended cash acquisition by Den Hartogh
announced on 23 December 2015.
Details of the conditions to the implementation of the Scheme
and to the Transaction are contained in the scheme circular dated
15 January 2016 sent or made available to Scheme Shareholders (the
"Scheme Circular").
InterBulk is pleased to announce the withdrawal of the
application by the joint works council of United Transport
Tankcontainers B.V. (a Dutch subsidiary in the InterBulk group) and
two other Dutch subsidiaries within that group, to the Netherlands
Enterprise Court at the Amsterdam Court of Appeal under Section 26
of the Works Councils Act, Netherlands, as set out in the Company's
announcement on 17 February 2016.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Circular.
Effective Date and Timetable
Completion of the Transaction remains subject to satisfaction
or, if capable of waiver, waiver of the other Conditions set out in
the Scheme Circular including the sanction of the Scheme by the
Court and the delivery of a copy of the Court Order to the
Registrar of Companies.
The expected timetable of principal events for the
implementation of the Scheme is set out in the Scheme Circular. It
is currently expected that the UK Court Hearing to sanction the
Scheme will take place on 7 March 2016.
Subject to the Scheme receiving the sanction of the Court and
the satisfaction or waiver of the other Conditions, the Effective
Date of the Scheme is expected to be 2-5 days after the sanction of
the Court with cheques being despatched or settlement through CREST
occurring within 14 days of the Effective Date.
As announced by InterBulk on 15 January 2016, InterBulk has
applied to the London Stock Exchange for trading in InterBulk
Shares on AIM to be suspended with effect from 7.30 a.m. (London
time) on 7 March 2016.
InterBulk has also made an application to the London Stock
Exchange for the cancellation of the admission to trading on AIM
of, and cessation of dealings in, InterBulk Shares, in each case to
be effective from 7.00 a.m. (London time) on the business day
following the Effective Date.
If any of the key dates set out in the expected timetable of
principal events change, InterBulk will give notice of this change
by issuing an announcement through a Regulatory Information
Service. Such announcement will, subject to certain restrictions,
also be available on InterBulk's website at
http://www.interbulkgroup.com/home.
Subject to certain restrictions, a copy of this announcement
will also be available on InterBulk's website at
http://www.interbulkgroup.com/home.
Enquiries:
InterBulk Group plc
Scott Cunningham +44 (0) 1355 575000
PwC (Financial Adviser to InterBulk)
David Leslie +44 (0) 141 355 4000
Stockdale Securities Limited (Rule 3 Adviser, NOMAD and Broker
to InterBulk)
Tom Griffiths / David Coaten +44 (0) 20 7601 6100
Buchanan (Public Relations Adviser to InterBulk)
Charles Ryland / Gabriella Clinkard +44 (0) 20 7466 5000
IMPORTANT NOTICES
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer to
sell or subscribe for, or any invitation to purchase or subscribe
for any securities, or the solicitation of any vote or approval in
any jurisdiction pursuant to the Transaction or otherwise. The
Transaction will be made solely pursuant to the terms of the Scheme
Circular, which will contain the full terms and conditions of the
Transaction, including details of how to vote in respect of the
Transaction. Any decision in respect of, or other response to, the
Transaction should be made only on the basis of the information
contained in the Scheme Circular.
This announcement does not constitute a prospectus or prospectus
equivalent document.
PwC, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for
InterBulk and no one else in connection with the Transaction and
will not be responsible to anyone other than InterBulk for
providing the protections afforded to clients of PwC or for
providing advice in relation to the Transaction or any other
matters referred to in this announcement.
Stockdale, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
InterBulk and no one else in connection with the Transaction and
will not be responsible to anyone other than InterBulk for
providing the protections afforded to clients of Stockdale or for
providing advice in relation to the Transaction or any other
matters referred to in this announcement.
Overseas Shareholders
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 not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and
observe, any applicable requirements. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
InterBulk Shares with respect to the Scheme at the Court Meeting,
or to execute and deliver forms of proxy appointing another to vote
at the Court Meeting on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located. This
announcement has been prepared for the purpose of complying with
English law and 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 of
jurisdictions outside the United Kingdom.
Unless otherwise determined by Den Hartogh, or required by the
City Code, and permitted by applicable law and regulation, the
Transaction will not be made available, directly or indirectly, in,
into or from, or by the use of the mails of, or by any other means
or instrumentality of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of, any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the
Transaction by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws in that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. If the Transaction is implemented by
way of an Offer (unless otherwise permitted by applicable law and
regulation), the Offer may not be made directly or indirectly, in
or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance from or within any
Restricted Jurisdiction by any such use, means, instrumentality or
facilities.
Notice to US Shareholders
The Transaction relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Transaction is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Den Hartogh exercises the right to
implement the Transaction by way of a takeover offer and determines
to extend the offer into the United States, the Transaction will be
made in compliance with applicable United States laws and
regulations. Financial information included (or incorporated by
reference) in this announcement and the Scheme Circular in relation
to InterBulk has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
February 24, 2016 07:24 ET (12:24 GMT)
It may be difficult for US holders of InterBulk Shares to
enforce their rights and any claim arising out of the US federal
laws, since InterBulk and Den Hartogh are located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of InterBulk
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of InterBulk and certain plans and objectives of Den
Hartogh with respect thereto. These forward-looking statements can
be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "hope", "aims", "continue",
"will", "may", "should", "would", "could", or other words of
similar meaning. These statements are based on assumptions and
assessments made by InterBulk, and/or Den Hartogh in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and you are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this announcement.
Neither InterBulk nor Den Hartogh, nor or any of their respective
affiliates, members, directors, officers or employees or any
persons acting on their behalf, assumes any obligation to update or
correct the information contained in this announcement (whether as
a result of new information, future events or otherwise), except as
required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
Neither the InterBulk Group, the Den Hartogh Group, nor their
respective affiliates, members, directors, officers or employees,
advisers or any person acting on their behalf, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. No forward-looking or other
statements have been reviewed by the auditors of InterBulk or Den
Hartogh. All subsequent oral or written forward-looking statements
attributable to the InterBulk Group or the Den Hartogh Group, or
any of their respective affiliates, members, directors, officers,
advisers or employees or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above.
No profit forecasts or estimates
No statement in this announcement is intended, or is to be
construed, 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 share for InterBulk or Den Hartogh for
current or future financial years, or for the Enlarged Group, would
necessarily match or exceed the historical published earnings per
share for InterBulk or Den Hartogh.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10(th) business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure. Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in
one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) on the
business day following the date of the relevant dealing. If two or
more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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