Offer Document Posted

RNS Number : 2267Q

Creston PLC

25 November 2016

 

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

FOR IMMEDIATE RELEASE

25 November 2016

RECOMMENDED CASH ACQUISITION

of

Creston plc ("Creston")

by

RedWhiteBlue Digital Marketing Services Holdings Ltd ("Bidco")

a newly incorporated entity indirectly owned and controlled by investment funds (the "DBAY Funds") controlled and managed by DBAY Advisors Limited ("DBAY")

 to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Publication and Posting of Scheme Document

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 will acquire the entire issued share capital of Creston (the "Acquisition"). As outlined in that announcement, the Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Accordingly, Creston announces that it is today posting to Creston Shareholders a scheme document relating to the Acquisition (the "Scheme Document"), together with the associated Forms of Proxy. The Scheme Document sets out, among other things, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, a timetable of principal events and details of the action to be taken by Creston Shareholders.

As further detailed in the Scheme Document, to become effective, the Scheme will require, among other things, the approval of Scheme Shareholders at the Court Meeting and the passing of the Resolution at the General Meeting, and then the approval of the Court. Notices convening the Court Meeting and the General Meeting, commencing at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, on 16 December 2016 at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell Street, London EC1Y 4AG, are contained in the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of the holders of Scheme Shares. Holders of Scheme Shares are therefore strongly urged to complete, sign and return the Forms of Proxy (once received), or, alternatively, submit your proxy by electronic means, for both the Court Meeting and the General Meeting, as soon as possible.

The Scheme Document will also be available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Creston's website at www.creston.com. A copy of the Scheme Document will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM.

Subject to approval at the relevant meetings, Court approval and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become effective on or around 22 December 2016.

The expected timetable of principal events is attached as an Appendix to this announcement.

Holders of Creston Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

All references to time in this announcement are to London time. Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Information for Creston Shareholders

A shareholder helpline is available for Creston Shareholders. If you have any questions about this announcement, the Scheme, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy or to otherwise file a proxy voting instruction, please call Creston's registrars, Capita Asset Services on 0871 664 0300 or [phone] (if calling from outside the UK). Calls to the 0871 664 0300 number are charged at 12 pence per minute plus your phone company's access charge. Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. 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 Capita Asset Services cannot provide advice on the merits of the Proposals nor give financial, tax, investment or legal advice.

Enquiries:

DBAY / Bidco	[phone]
Mike Haxby       Alex Paiusco
GCA Altium (Financial Adviser to Bidco)	[phone]
Tim Richardson Declan O'Connor
Creston plc	+ 44 (0) 20 7930 9757
Barrie Brien, Group Chief Executive Kathryn Herrick, Chief Financial Officer
Rothschild (Financial Adviser to Creston)	[phone]
Warner Mandel Alex Mathé
Liberum Capital (Corporate Broker to Creston)	[phone]
Steve Tredget Neil Patel

Important notices

GCA Altium Limited ("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.

NM Rothschild & Sons Limited ("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 Capital Limited ("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.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

The Acquisition is intended to be implemented by way of a Scheme pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision, vote or other response in respect of the Acquisition should be made only on the basis of information contained in the Scheme Document. Creston Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been dispatched.

This announcement does not constitute a prospectus or prospectus-equivalent document.

This announcement has been prepared for the purpose of complying with English law and the City Code on Takeovers & Mergers (the "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.

Overseas jurisdictions

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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Creston Shares in respect of the Scheme at the Meetings or to execute and deliver Forms of Proxy or other proxy voting instruction appointing another to vote at the Meetings 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 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.

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. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors

The Acquisition relates to the shares of an English company that is not registered under US Securities Exchange Act of 1934 (the "US Exchange Act") 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 Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. Financial information included (or incorporated by reference) in this announcement and the Scheme Document in relation to Creston 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. 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 the Scheme Document. 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. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

Provision of certain information

Please be aware that addresses, electronic addresses and certain other information provided by Creston Shareholders, persons with information rights and other relevant persons for the receipt of communications from Creston may be provided to Bidco and/or Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Under Rule 8.3(a) of the Code, any person who is interested in 1 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 pm (London time) on the 10^th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (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 1 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 pm (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 normally be deemed to be a single person for the purpose of Rule 8.3 of the 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 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 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 [phone] 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 hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Creston's website at www.creston.com.

Neither the content of the websites nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

Creston Shareholders may request a hard 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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme

		Event		Time and/or date
	Record date for 2016 Interim Dividend Latest time for receipt of Forms of Proxy for:				6.00 p.m. on 2 December 2016
	·              Court Meeting (BLUE form)				10.00 a.m. on 14 December 2016[1]
	·              General Meeting (WHITE form)				10.15 a.m. on 14 December 20161
	Voting Record Time for the Court Meeting and General Meeting				6.30 p.m. on 14 December 2016[2]
	Court Meeting				10.00 a.m. on 16 December 2016
	General Meeting				10.15 a.m. on 16 December 2016[3]
	Payment of 2016 Interim Dividend				20 December 2016
	The following dates are indicatives only and subject to change; please see note 4 below
	Scheme Court Hearing (to sanction the Scheme)				21 December 20164
	Last day of dealings in, and for registration of transfers and disablement in CREST of, Creston Shares				21 December 2016[4]
	Scheme Record Time				6.00 p.m. on 21 December 20164
	Suspension of listing of, and dealings, settlements and transfers in, Creston Shares				7.30 a.m. on 22 December 20164
	Expected Effective Date of the Scheme				22 December 20164
	Cancellation of listing and admission to trading of, and cessation of dealings in, Creston Shares				23 December 20164
	Latest date of despatch of cheques in respect of Scheme Shares held in certificated form and the cash consideration payable for Scheme Shares held in uncertificated form				5 January 2017[5]
	Long Stop Date, being the date by which the Scheme must be implemented				24 February 2017

---

Notes:

[1]         If the BLUE Form of Proxy for the Court Meeting is not received, by 10.00 a.m. on 14 December 2016, it may be handed to Creston's Registrars, on behalf of the Chairman of the Court Meeting, or to the Chairman at the Court Meeting at any time before the taking of the poll and still be valid. However, the WHITE Form of Proxy for the General Meeting must be received by 10.15 a.m. on 14 December 2016 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. WHITE Forms of Proxy may NOT be handed to the Chairman of the General Meeting or Creston's Registrars.

[2]        If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date which is two days before the date fixed for the adjourned meeting.

[3]         The General Meeting will commence at 10.15 a.m. on 16 December 2016 or, if later, as soon thereafter as the Court Meeting has been concluded or adjourned.

[4]         The dates and times above are indicative only and will depend on, among other things, the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the copy of the Scheme Court Order is delivered to the Registrar of Companies for registration.  If any of the expected dates change, Creston will give adequate notice of any change by issuing an announcement through a Regulatory Information Service and may also post notice of the change to Creston Shareholders.

[5]         In any event, within 14 days of the Effective Date.

 

END

 

 

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