ZHG Zenith Hygn.

    RNS Number : 8834I
  Zenith Hygiene Group plc
  25 November 2008
   

    Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction (including the United States,
Canada, Australia, the Republic of South Africa or Japan) where to do so would constitute a violation of the relevant laws of such
jurisdiction.

    For immediate release
    25 November 2008
    Zenith Hygiene Group plc

    Court Sanction of Scheme of Arrangement 

    Recommended Cash Offer by Pinnacle Bidco Holdings plc ("Bidco") for the whole of the issued and to be issued ordinary share capital of
Zenith Hygiene Group plc ("Zenith") to be implemented by means of a scheme of arrangement under section 899 of the Companies Act 2006 ("the
Scheme") 

    Zenith announces that at a hearing held earlier today, the High Court of Justice in England and Wales sanctioned the Scheme in relation
to the recommended cash offer by Bidco for Zenith. The Scheme was approved by the requisite majorities of Zenith Shareholders at the Court
Meeting and the General Meeting which were both held on 17 November 2008. The Scheme is conditional on the delivery of an office copy of the
Court Order sanctioning the Scheme being registered with the Registrar of Companies in England and Wales, which is expected to occur on 26
November 2008. If the Scheme becomes effective on 26 November 2008, it is expected that admission of Zenith Shares to trading on AIM will be
cancelled at 7.00 a.m. on 27 November 2008. Settlement of the cash consideration and the issue and allotment of Bidco Shares are expected to
be effected within 14 days of the Scheme becoming effective.    

    Expected timetable of principal events:

 Event                                              Expected time and/or
                                                                   date 
                                                                 in 2008
 Effective Date of the Scheme                                26 November
 Cancellation of Zenith Shares' admission to             7.00 a.m. on 27
 trading on AIM                                                 November
 Latest day for posting of cheques in respect of             10 December
 Cash Consideration and for despatch of share
 certificates in respect of Bidco Shares

    Note: These dates are indicative only and will depend on, amongst other things, the date upon which the Conditions are either satisfied
or (if capable of waiver) waived and the date upon which the Order sanctioning the Scheme is delivered to the Registrar of Companies.

    Capitalised terms used in this announcement have the same meanings as in the circular despatched by Zenith to its shareholders in
connection with the Scheme.

    Enquiries:

    Zenith Hygiene Group plc                                                                           Tel: 01707 255 081
    Simon Barrell, Acting Chairman    
    Gavin Gracie, Group Chief Executive    

    Oriel Securities Limited (Financial Adviser to Zenith)                             Tel: 020 7710 7600
    Michael Shaw

    Pinnacle Bidco Holdings plc                                                                       Tel: 020 7653 6620
    Ringo Francis, Chief Executive Officer    
    Arvinder Walia, Chief Financial Officer    
        
    Strand Partners Limited (Financial Adviser to Bidco)                               Tel: 020 7409 3494
    Stuart Faulkner    
    David Altberg    
        
    Merlin Financial & Business Communications (PR advisers to Bidco)    Tel: 020 7653 6620
    Paul Downes    
    Toby Bates    

    All times referred to in this announcement are references to London time.
        
    The Zenith Directors accept responsibility for the information contained in this announcement relating to Zenith. To the best of the
knowledge and belief of the Zenith Directors (each of whom has taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to
affect the import of such information.

    Strand Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Bidco and for no-one else in connection with the Proposal and will not be responsible to anyone other than Bidco for
providing the protections afforded to customers of Strand Partners Limited, nor for providing advice in relation to the Proposal or any
matters referred to herein.

    Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Zenith and for no-one else in connection with the Proposal and will not be responsible to anyone other than Zenith for
providing the protections afforded to customers of Oriel Securities Limited, nor for providing advice in relation to the Proposal or any
matters referred to herein.

    This announcement is not intended to and does not constitute or form any part of, an offer to sell or an invitation to purchase or the
solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the
Proposal or otherwise.  

    The 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. 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.

    The availability of the Proposal to persons not resident in the UK may be affected by the laws of the relevant jurisdiction in which
they are located. Persons who are not resident in the United Kingdom should inform themselves of and observe any applicable requirements.

    The Proposal will be effected by way of scheme of arrangement under English law and is subject to UK disclosure requirements, which are
different from those of the United States or Canada. The Proposal will be subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, timetable, settlement procedures and timing of payments that are different from those applicable under US
or Canadian procedures and law.

    DEALING DISCLOSURE REQUIREMENTS

    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent.
or more of any class of "relevant securities" of Zenith, all "dealings" in any "relevant securities" of Zenith (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 p.m.
(London time) on the Business Day following the date of the relevant "dealings". This requirement will continue until the Offer lapses, is
withdrawn, or upon the "offer period" otherwise ending. 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 Zenith, they will be deemed to be a single person for the
purpose of Rule 8.3.

    Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Zenith, by Bidco or Zenith, or any of
their respective "associates", must also be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of
the relevant transaction.

    A disclosure table, giving details of the companies whose "relevant securities" and "dealings" should be disclosed, and the number of
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 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 City 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, you should consult the Panel.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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