TIDMCRE TIDMCRE
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 Tel: +44 (0) 1624 690
Mike Haxby 900
Alex Paiusco
GCA Altium (Financial Tel: +44 (0) 20 7484
Adviser to Bidco) 4040
Tim Richardson
Declan O'Connor
Creston plc Tel: +44 (0)20 7930 9757
Barrie Brien, Group Chief
Executive
Kathryn Herrick, Chief
Financial Officer
Rothschild (Financial Tel: +44 (0)20 7280 5000
Adviser to Creston)
Warner Mandel
Alex Mathé
Liberum Capital Limited Tel: +44 (0)20 3100 2000
(Corporate Broker to
Creston)
Steve Tredget
Neil Patel
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 +44 371 664 0300). 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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