Continental Farmers Group PLC Posting of Scheme Document (2733D)

TIDMCFGP

RNS Number : 2733D

Continental Farmers Group PLC

25 April 2013

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

For Immediate Release

25 April 2013

CONTINENTAL FARMERS GROUP PLC

Recommended cash offer for Continental Farmers Group plc ("CFG") by United Farmers Holding Company ("UFHC")

Posting of Scheme Document

On 28 March 2013, CFG and UFHC announced a recommended cash offer for CFG by UFHC, to be effected by way of a scheme of arrangement under section 157 of the Isle of Man Companies Act 2006 (the "Scheme").

CFG now announces that a circular relating to the Scheme (the "Scheme Document") is being posted to CFG shareholders today. CFG shareholders will receive the Scheme Document and a Form of Proxy for use in connection with the Court Meeting as described below. CFG shareholders holding shares in certificated form will also receive a Form of Election which they may use to elect for the Cash Alternative.

As set out in the Scheme Document, the Court Meeting will take place on 16 May 2013 at 11.30 a.m. at 33-37 Athol Street, Douglas, Isle of Man IM1 1LB to allow CFG Shareholders to vote on the resolution required to approve and implement the Scheme. A full description of the expected timetable, the terms and conditions of the Scheme and the actions to be taken by CFG shareholders is set out in the Scheme Document.

Completion of the Acquisition is conditional upon, amongst other things, approval of the Scheme by CFG Shareholders at the Court Meeting, the approval of the Acquisition by the Antimonopoly Committee of Ukraine and completion of the Court process as further set out in the Scheme Document. Subject to satisfaction or (where applicable) waiver of the Conditions, the Scheme is expected to become effective during June 2013.

The expected timetable of principal events is as follows:

 
Latest time for lodging Form of Proxy          11.30 a.m. on 14 
                                                May 2013(1) 
Voting Record Time                             6.00 p.m. on 14 May 
                                                2013(2) 
 
Court Meeting                                  11.30 a.m. on 16 
                                                May 2013(3) 
Latest time for lodging Form of Election       1.00 p.m. on 12 June 
 or settlement of a TTE Instruction             2013 
 in respect of the Cash Alternative 
The following dates are indicative 
 only and are subject to change 
Court Hearing to sanction the Scheme           11 June 2013(3) 
Last day of dealings in, and for registration  12 June 2013 
 of transfer of, and disablement in 
 CREST of, CFG Shares 
Scheme Record Time                             6.00 p.m. on 12 June 
                                                2013 
Court Order filed with Companies Registry      13 June 2013(3) 
Effective Date                                 13 June 2013 
Cancellation of admission to trading           By 8.00 a.m. on 14 
 of CFG Shares on AIM and ESM                   June 2013 
Latest date of despatch of cheques             By 27 June 2013 
 and settlement through CREST 
Long Stop Date                                 30 September 2013 
 

All references to time are to London time, unless otherwise stated.

Notes:

(1) It is requested that the Form of Proxy for the Court Meeting be lodged before 11.30 a.m. on 14 May 2013. Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting or to representatives of Capita Registrars before the taking of the poll at the Court Meeting.

(2) If the Court Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the day which is two days before the adjourned meeting.

(3) Any adjournment of the Court Meeting or Court Hearing, or a decision by the CFG Board to propose such an adjournment, must be announced promptly by CFG in accordance with the requirements of Rule 2.9 of the Code.

(4) These times and dates are indicative only and will depend, among other things, on the date on which the Conditions set out in Part 3 (Conditions and Further Terms to the Scheme and the Acquisition) of the Scheme Document are satisfied or (where applicable) waived. If any of the expected dates change, CFG will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service. A copy of any announcement amending this timetable issued pursuant to this note will be published on CFG's website in accordance with Rule 30.4 of the Code.

(5) Or such later date (if any) as UFHC and CFG may, with the consent of the Panel, agree and (if required) the Court may allow.

A copy of this announcement and the Scheme Document will be made available on CFG's website at www.continentalfarmersgroup.com by no later than 12 noon (London time) on 26 April 2013. For the avoidance of doubt, the contents of that website are not incorporated into, and do not form part of, this announcement.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcement dated 28 March 2013 referred to above.

Enquiries

 
CFG                                [phone] 
Mark Laird (Chief Executive) 
 
Dickson Minto (Financial adviser 
 to CFG)                           [phone] 
Douglas Armstrong 
 
Deloitte Corporate Finance 
 (Rule 3 adviser to CFG)           [phone] 
James Lewis 
Gavin Hood 
Craig Lukins 
 
Davy (Nomad and ESM adviser 
 to CFG)                           [phone] 
John Frain 
Anthony Farrell 
 
Murray Consultants (PR adviser 
 to CFG)                           [phone] 
Joe Heron 
 
Ernst & Young LLP (Financial 
 adviser to UFHC)                  [phone] 
Tim Medak 
Mark Harrison 
 
 
 

Further information

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

The Offer is being be made solely by means of the Scheme Document, which contains the full terms and conditions of the Offer, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them.

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for CFG and no one else in connection with the Offer and will not be responsible to any person other than CFG for providing the protections afforded to clients of Dickson Minto W.S. or for providing advice in relation to the Offer, the contents of this announcement or any matters referred to in this announcement.

Deloitte Corporate Finance is acting for CFG and no one else in connection with the Offer and will not be responsible to anyone other than CFG for providing the protections afforded to clients of Deloitte Corporate Finance or for providing advice in relation to the Offer, the contents of this announcement or any matters referred to in this announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority in respect of regulated activities.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as nominated adviser and ESM adviser to CFG under the AIM Rules and the ESM Rules respectively and no one else in connection with the Offer and will not be responsible to anyone other than CFG for providing the protections afforded to clients of Davy or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

Ernst & Young LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for UFHC and no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Offer and will not be responsible to anyone other than UFHC for providing the protections afforded to its clients or for providing advice in relation to the Offer or any matters referred to in this announcement.

Overseas jurisdictions

The availability of the Offer to CFG Shareholders who are not resident in and citizens of the UK or the Isle of Man may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK or the Isle of Man should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Scheme Document.

The release, publication or distribution of this announcement in or into jurisdictions other than the UK or the Isle of Man may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK or the Isle of Man should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with Isle of Man law, English law, the AIM Rules for Companies, the ESM Rules for Companies 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 Isle of Man and England.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror before 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% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

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).

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 Takeover 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.

Any person to whom this announcement is sent may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Appleby Trust (Isle of Man) Limited (the CFG registered agent) during business hours on [phone] or by submitting a request in writing to Appleby Trust (Isle of Man) Limited at 33-37 Athol Street, Douglas IM1 1LB, Isle of Man. It is important to note that unless such a request is made, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to any such person. Any person to whom this announcement is sent may also request that all future documents, announcements and information sent to that person in relation to the Offer 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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