Posting of Circular

RNS Number : 7030E

Norish PLC

14 April 2014

 





NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.  ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

Norish plc

("Norish" or "the Company")

Posting of Circular & timetable

The Company announces that a Circular in respect of the proposed Placing and Open Offer will be posted to shareholders today. The Circular contains a notice of an Extraordinary General Meeting of the Company.

The Extraordinary General Meeting is to be held at the offices of Mason Hayes & Curran, South Bank House, Barrow Street at 11:00 a.m. on Wednesday 7 May 2014 

The relevant details are set out in the Circular, which is being sent today to all shareholders on the Register as at 10 April 2014. Copies of the Circular are available at the registered office of the Company and on the Group's website: www.norish.com.

Capitalised terms used but not defined in this announcement bear the meanings ascribed to them in the Circular. 

Set out below is an updated timetable of principal events

Record Date for the Open Offer	Close of business on 10 April 2014
Announcement of the Placing and Open Offer	11 April 2014
Ex entitlement date for the Open Offer	8:00 a.m. on 14 April 2014
Posting of the Circular and Application Forms	14 April 2014
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	15 April 2014
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Shares from CREST	4.30 p.m. on 1 May 2014
Latest time for depositing Basic Entitlements and Excess Shares into CREST	3 p.m. on 2 May 2014
Latest time and date for splitting of Application Forms(to satisfy bona fide market claims only)	3 p.m. on 2 May 2014
Latest time and date for receipt of completed Application Forms, and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	1:00 p.m. on 6 May 2014
Last time for receipt of Forms of Proxy	11:00 a.m. on 5 May 2014
Extraordinary General Meeting	11:00 a.m. on 7 May 2014
Announcement of results of Open Offer	7 May 2014
Admission and commencement of dealings in new Ordinary Shares	8:00 a.m. on  8 May 2014
CREST members' accounts credited in respect of New Ordinary Shares in uncertificated form	As soon as possible after 8.00 a.m. on 8 May 2014
Despatch of definitive share certificates for New Ordinary Shares in certificated form	within 14 days of Admission

For more information please contact:

Norish plc

Aidan Hughes, Finance Director                                                                          Tel:  [phone]

Davy (Nomad)

Anthony Farrell                                                                                                  Tel: [phone]

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction, including, without limitation, the United States, Canada or Japan, in which such offer, solicitation or sale is or may be unlawful prior to registration or qualification under the securities laws of any such jurisdiction (a "Prohibited Jurisdiction").  This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.  This Announcement has been issued by and is the sole responsibility of the Company. 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Davy or by any of their respective Affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed.

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Davy or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Norish or Davy that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Norish and Davy to inform themselves about, and to observe such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

This Announcement is not for distribution, directly or indirectly, in or into the United States (such term to be understood throughout this Announcement as including the United States' territories and possessions, any state of the United States and the District of Columbia), Canada, Japan or any jurisdiction into which the same would be unlawful.  This Announcement does not constitute or form part of an offer or solicitation to acquire shares in the capital of the Company in the United States, Canada, Japan or any jurisdiction in which such an offer or solicitation is unlawful.  In particular, the Placing Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.  The Placing Shares referred to in this Announcement are being offered and sold outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S") meeting the requirements of Regulation S.  No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or elsewhere. 

The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale.  Prospective subscribers of the Placing Shares offered should conduct their own due diligence on the Placing Shares.  If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM. Neither the content of Norish's website nor any website accessible by hyperlinks on Norish's website is incorporated in, or forms part of, this announcement.

 

END

 

 

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