TIDMSTT
RNS Number : 1860J
Straight PLC
09 June 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Recommended cash offer
for
Straight plc ("Straight")
by
One51 Plastics Holdings Limited ("One51")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Results of the Court Meeting and General Meeting
On 2 May 2014, the boards of One51 and Straight announced that
they had reached agreement on the terms of a recommended offer by
One51 for the entire issued and to be issued share capital of
Straight (the "Offer") to be effected by means of a scheme of
arrangement of Straight under Part 26 of the Companies Act 2006
(the "Scheme").
A circular including notices of the Court Meeting and the
General Meeting, details of the Scheme and the terms and conditions
of the Scheme was posted to Straight Shareholders on 16 May 2014
(the "Scheme Document"). Unless otherwise defined, all capitalised
terms used in this announcement shall have the same meaning as in
the Scheme Document.
The Straight Directors are pleased to announce that the
resolution relating to the approval of the Scheme was today passed
by the requisite majority at the Court Meeting and the special
resolution to implement the Scheme was also passed by the requisite
majority at the subsequent General Meeting.
Court Meeting
At the Court Meeting, the resolution to approve the Scheme was
approved on a poll by a majority in number of Scheme Shareholders
who voted (either in person or by proxy), representing 98.61 per
cent. in value of the Scheme Shares voted. Details of the votes
cast were as follows:
No. of Scheme Shareholders Number of votes Percentage of eligible
casting votes (and cast by Scheme Shareholders Scheme Shares voted
percentage of those (and percentage (as a percentage
Scheme Shareholders of those votes cast of the issued share
voting as a percentage as a percentage capital of the Company)
of all Scheme Shareholders of total votes cast)*
who voted)
FOR 79 (95.18%) 7,923,964 (98.61%) 66.59%
AGAINST 4 (4.82%) 111,840 (1.39%) 0.10%
* Any proxy appointments which gave discretion to the chairman
of the meeting have been included in the shares voted "FOR" the
resolution
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
General Meeting
At the General Meeting the Special Resolution to approve the
Scheme and provide for its implementation was passed by the
requisite majority on a show of hands.
The voting results for the Special Resolution were as
follows:
FOR 5
AGAINST 0
ABSTAIN 0
Next steps
Implementation of the Scheme remains subject to the satisfaction
or, if permitted, waiver of the remaining conditions set out in
Part Three of the Scheme Document, including, inter alia, the
Competition and Markets Authority issuing a decision, in terms
reasonably satisfactory to One51, that it is not referring the
proposed acquisition of Straight by One51 to a Phase 2
investigation, and the sanction of the Scheme and the confirmation
of the Capital Reduction by the Court. The Scheme Court Hearing is
expected to take place on 1 July 2014 and the Reduction Court
Hearing is expected to take place on 3 July 2014. It is expected
that dealings in Straight Shares will be suspended from trading on
AIM at 7.30 a.m. on 2 July 2014 and the Scheme will become
effective on 4 July 2014.
The dates stated above are indicative only. If any of the key
dates set out in the timetable change, Straight will give notice of
this change by issuing an announcement through a Regulatory
Information Service and by making such announcement available on
its website.
Straight plc +44 (0) 113 245 2244
James Newman, Chairman
Jonathan Straight, Chief Executive
Officer
Cenkos Securities plc (Financial
Adviser to Straight) +44 (0) 20 7397 8900
Ivonne Cantu/Michael Johnson
(Corporate Finance)
Christian Hobart (Sales)
One51 Group +353(0)1 612 1151
Alan Walsh, Chief Executive Officer
IBI Corporate Finance Limited
(Financial Adviser to One51)
Leo Casey +353(0) 7662 348000
Important Notices
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser to Straight in connection with the Acquisition and no one
else and will not be responsible to anyone other than Straight for
providing the protections afforded to the clients of Cenkos nor for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
IBI Corporate Finance Limited is authorised and regulated in the
Republic of Ireland by the Central Bank of Ireland. IBI is acting
as financial adviser to One51 and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the matters in this document and will not be
responsible to anyone other than One51 for providing the
protections afforded to clients of IBI or for providing advice in
relation to the Acquisition or any other matters referred to in
this document.
This announcement is for information purposes only. Neither this
announcement nor the Scheme Document (or any accompanying
documents) constitute or form part of any offer to sell or issue or
an invitation to purchase or subscribe for any securities or a
solicitation of an offer to buy any securities pursuant to these
documents or otherwise in any jurisdiction in which such offer,
invitation or solicitation is unlawful nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this announcement and/or the accompanying
documents come should inform themselves about, and observe, such
restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. This announcement, the Scheme Document and the
accompanying documents have been prepared for the purpose of
complying with English law, the City Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England and Wales or if the City Code and/or the AIM Rules had not
applied. This announcement and the Scheme Document are governed by
English law and are subject to the jurisdiction of the English
courts.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and the issue of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date.
DISCLOSURE OF DEALINGS
Opening position disclosure
Under Rule 8.3(a) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London Time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company, or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company; and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8 of the Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Code applies must
be made by no later than 3.30 p.m. on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES
A copy of this announcement and the Scheme Document (together
with all documentation incorporated by reference) is, and will be,
available during the course of the Offer, free of charge, subject
to any applicable restrictions to persons in jurisdictions outside
the United Kingdom, at the Straight website at
http://www.straight.co.uk and the One51 website at
http://www.one51.com.
Save where expressly stated in this announcement, neither the
contents of the Straight website, the One51 website, nor those of
any other website accessible from hyperlinks on the Straight and
the One51 websites, are incorporated into, or form part of, this
announcement.
You may request a hard copy of this announcement and/or the
Scheme Document, together with any information expressly
incorporated by reference in this announcement or the Scheme
Document, and any of the accompanying documents by contacting the
registrars to Straight, Capita Asset Services, on 0871 664 0321, if
calling from within the United Kingdom, or, +44 (0)20 8639 3399, if
calling from outside the United Kingdom. Calls to the 0871 664 0321
number from within the United Kingdom cost 10 pence per minute from
a BT landline; other providers or other network costs may vary.
Calls to the +44 (0)20 8639 3399 number from outside the United
Kingdom will be charged at applicable international rates.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to
Friday. Alternatively you may submit a request in writing to Capita
Asset Services at Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham BR3 4TU, United Kingdom. The helpline cannot
provide advice on the merits of the Acquisition nor give any
financial, legal or tax advice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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