Scheme of arrangement

RNS Number : 6009S

Creston PLC

22 December 2016

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

22 December 2016

Recommended acquisition of Creston plc ("Creston")

by

RedWhiteBlue Digital Marketing Services Holdings Ltd ("Bidco")

effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Scheme becomes Effective

On 17 November 2016, the Boards of Creston and Bidco announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco would acquire the entire issued share capital of Creston (the "Acquisition").  As outlined in that announcement, the Acquisition was to be effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Creston and Bidco are pleased to announce that the Scheme has today become Effective in accordance with its terms. This follows the Court's sanction of the Scheme at the Scheme Court Hearing held yesterday on 21 December 2016.

As disclosed in the scheme document sent to Creston Shareholders on 25 November 2016 (the "Scheme Document"), and since the Scheme has now become Effective, Creston announces that Nigel Lingwood and Kate Burns have each tendered their resignation and will step down from the Creston Board, effective as of today's date.

Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. (London time) on 21 December 2016, will receive the Cash Price of 125 pence for each Creston Share held. Cheques and crediting of CREST accounts for cash consideration due under the Scheme will be despatched and take place respectively within 14 days of today, the Effective Date.

Creston also confirms that the listing of Creston Shares on the premium listing segment of the Official List and the admission to trading of Creston Shares on the London Stock Exchange's Main Market were suspended with effect from 7.30 a.m. today. It is expected that the listing and admission to trading of Creston Shares will each be cancelled with effect from 8.00 a.m. tomorrow, 23 December 2016.

A further announcement will be made when the admission to listing and to trading of the Creston Shares have each been cancelled.

Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document.

If any of the key dates set out in the expected timetable change, Creston will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions relating to persons in Restricted Jurisdictions, also be available on Creston's website at www.creston.com.

Enquiries:
DBAY / Bidco Mike Haxby Alex Paiusco	Tel: [phone]
GCA Altium (Financial Adviser to Bidco) Tim Richardson Declan O'Connor	Tel: [phone]
Creston plc Barrie Brien, Group Chief Executive Kathryn Herrick, Chief Financial Officer	Tel: [phone]
Rothschild (Financial Adviser to Creston) Warner Mandel Alex Mathé	Tel: [phone]
Liberum Capital Limited (Corporate Broker to Creston) Steve Tredget Neil Patel	Tel: [phone]

Important notices

GCA Altium, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of GCA Altium nor for providing advice in relation to the matters referred to in this announcement.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Creston and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Creston for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the matters referred to in this announcement.

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as corporate broker to Creston and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Creston for providing the protections afforded to clients of Liberum nor for providing advice in relation to the matters referred to in this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom, and the ability of Creston Shareholders who are not resident in the United Kingdom to participate in the Acquisition, may be restricted by relevant laws and/or regulations. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom, or Creston Shareholders who are not resident in the United Kingdom, should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition is not being made, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition 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 them in or into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law and the Takeover 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. Further details in relation to Creston Shareholders in overseas jurisdictions is contained in the Scheme Document.

Notice to US investors

Creston Shareholders in the United States should note that the Acquisition relates to the shares of an English company that is not registered under the US Exchange Act and is proposed to be effected by means of a scheme of arrangement provided for under English law, the Takeover Code and UK disclosure requirements. 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 Acquisition, this announcement and certain other documents related to the Acquisition are subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules under the US Exchange Act. Creston's financial statements, and all financial information that is included in documents relating to the Acquisition, have 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. Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Acquisition or passed any opinion upon the adequacy or completeness of this announcement or any other documents related to the Acquisition. It may be difficult for US holders of Creston Shares to enforce their rights and any claim arising out of US federal laws, since Creston and certain affiliates of Bidco are located in a non-US jurisdiction and some or all of their officers and directors may be resident in a non-US jurisdiction. US holders of Creston 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.

Publication on website and hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Creston's website at www.creston.com by no later than 12.00 noon (London time) on 23 December 2016 (being the business day following the date of this announcement). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Creston Shareholders may request a copy of this announcement (and any information incorporated into it by reference to another source) by submitting a request in writing to Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling Capita Asset Services on 0871 664 0300 (or, if calling from outside the United Kingdom, on [phone]).  Calls to the 0871 664 0300 number cost 12 pence per minute plus your phone company's access charge. Calls to the helpline from outside the UK 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 purposes. Please note that no advice on the Acquisition or its merits, nor any legal, taxation or financial advice, can be given. Your attention is drawn to the fact that a hard copy of this announcement will not be sent to you unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

 

END

 

 

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