Result of First Court Hearing
April 01 2010 - 6:44AM
UK Regulatory
TIDMGLI
RNS Number : 6299J
Glisten PLC
01 April 2010
Not for release, publication or distribution, in whole or in part, directly or
indirectly, in or into or from any jurisdiction where to do so would constitute
a violation of the relevant laws or regulations of such jurisdiction.
1 April 2010
Recommended cash offer for the acquisition of Glisten Plc ("Glisten") by Raisio
UK Limited ("Raisio UK"), a company owned by Raisio Oyj
Scheme of Arrangement sanctioned by Court
Glisten announces that at a hearing held earlier today, the Court sanctioned the
Scheme to effect the recommended acquisition of Glisten by Raisio UK.
A further Court hearing will take place on 7 April 2010 in order to approve the
reduction of share capital under section 648 of the Act provided for by the
Scheme.
Dealings in Glisten Shares on AIM will be suspended with effect from 7:00 a.m.
(London time) on 7 April 2010. It is expected that the Scheme will become
effective on 8 April 2010 and that the cancellation of the admission to trading
of Glisten Shares on AIM and the admission of Glisten Shares to AIM will in each
case take place at 7.00 a.m. (London time) on 8 April 2010.
Upon completion of the Acquisition, holders of Scheme Shares will be entitled to
receive 140 pence for each Scheme Share held by them at the Scheme Record Time
(6.00 p.m. (London time) on 7 April 2010).
The consideration due to Scheme Shareholders will be sent no later than 22 April
2010.
Capitalised terms used but not defined in this announcement have the same
meanings as given to them in the circular containing the Scheme that was sent to
Glisten Shareholders on 17 February 2010.
Enquiries
For further information contact:
+------------------------------------+---------------------------+
| Raisio UK Limited | Tel: +358 2 443 2111 |
+------------------------------------+---------------------------+
| Matti Rihko | |
+------------------------------------+---------------------------+
| Jyrki Paappa | |
+------------------------------------+---------------------------+
| Vincent Poujardieu | |
+------------------------------------+---------------------------+
| | |
+------------------------------------+---------------------------+
| PricewaterhouseCoopers LLP | Tel: +44 207 583 5000 |
+------------------------------------+---------------------------+
| (Financial adviser to Raisio UK | |
| Limited) | |
+------------------------------------+---------------------------+
| Simon Boadle | |
+------------------------------------+---------------------------+
| Jon Raggett | |
+------------------------------------+---------------------------+
| | |
+------------------------------------+---------------------------+
| Glisten Plc | Tel: +44 771 164 7963 |
+------------------------------------+---------------------------+
| David Wallis (Non-Executive | |
| Chairman) | |
+------------------------------------+---------------------------+
| | |
+------------------------------------+---------------------------+
| KBC Peel Hunt Ltd - Corporate | Tel: +44 207 418 8900 |
| Finance | |
+------------------------------------+---------------------------+
| (Financial adviser to Glisten Plc | |
| ) | |
+------------------------------------+---------------------------+
| Julian Blunt | |
| | |
+------------------------------------+---------------------------+
| Matt Goode | |
+------------------------------------+---------------------------+
| Daniel Harris | |
+------------------------------------+---------------------------+
| | |
+------------------------------------+---------------------------+
| KBC Peel Hunt Ltd - Corporate | Tel: +44 207 418 8900 |
| Broking | |
+------------------------------------+---------------------------+
| Nicholas Marren | |
+------------------------------------+---------------------------+
| | |
+------------------------------------+---------------------------+
| | |
+------------------------------------+---------------------------+
| Cubitt Consulting | Tel: +44 207 367 5100 |
+------------------------------------+---------------------------+
| (Public relations adviser to | |
| Glisten) | |
+------------------------------------+---------------------------+
| Brian Coleman-Smith | |
+------------------------------------+---------------------------+
| Nicola Krafft | |
+------------------------------------+---------------------------+
| James Verstringhe | |
+------------------------------------+---------------------------+
| | |
+------------------------------------+---------------------------+
KBC Peel Hunt Ltd, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively as financial adviser to
Glisten and no one else in connection with the Acquisition and will not be
responsible to anyone other than Glisten for providing the protections afforded
to clients of KBC Peel Hunt Ltd nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority is acting exclusively as financial
adviser to Raisio UK and Raisio and no one else in connection with the
Acquisition and will not be responsible to anyone other than Raisio UK or Raisio
for providing the protections afforded to clients of PricewaterhouseCoopers LLP
nor for providing advice in relation to the Acquisition or any other matters
referred to in this announcement.
Overseas Jurisdictions
The availability of the Acquisition to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. Any persons who are subject
to the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements.
Copies of this announcement are not being, and must not be, directly or
indirectly mailed or otherwise forwarded, distributed or sent in or into any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving this Announcement (including custodians, nominees and
trustees) must not mail or forward, distribute or otherwise send it in, or into
or from any such jurisdiction. Further details in relation to Overseas
Shareholders are contained in the Scheme Document.
This announcement has been prepared in accordance with English law and the Code
and information disclosed may not be the same as that which would have been
prepared in accordance with the laws and regulations of jurisdictions outside
England. The Scheme is subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the Code.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Glisten, all "dealings" in any "relevant securities" of
Glisten (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the business day following the date of the
relevant transaction. This requirement will continue until the Effective Date or
when the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Glisten, they will be deemed
to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Glisten by Raisio UK or by Glisten or by any of their respective
"associates" for their own account during an "offer period", must be privately
and publicly disclosed by no later than 12 noon (London time) on the business
day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of "relevant
securities". In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
In accordance with normal UK market practice, Raisio UK or its nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Glisten Shares otherwise than under the Scheme. These
purchases may occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases will be
disclosed as required in the UK.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or an invitation to subscribe for or purchase any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition will be made solely
through the Scheme Document, which contains the full terms and Conditions of the
Acquisition.
A copy of this announcement has been placed on Glisten's website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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