Domino Printing Sciences PLC Scheme of arrangement (2431P)

TIDMDNO

RNS Number : 2431P

Domino Printing Sciences PLC

04 June 2015

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

FOR IMMEDIATE RELEASE

4 June 2015

RECOMMENDED CASH ACQUISITION

of

Domino Printing Sciences plc ("Domino" or the "Company")

by

Brother Industries, Ltd. ("Brother")

Court sanction of scheme of arrangement

On 11 March 2015, the boards of Domino and Brother announced the terms of a recommended acquisition by Brother of the entire issued and to be issued share capital of Domino, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in connection with the Scheme was sent by Domino to Domino Shareholders on 23 March 2015 (the "Scheme Document").

Domino and Brother are pleased to announce that the High Court of Justice has, today, made an order sanctioning the Scheme under section 899 of the Companies Act 2006 (without modification or amendment) (the "Court Order").

There has been no change to the expected timetable for the transaction announced by Domino on 27 April 2015.

It is expected that dealings in Domino Shares will be suspended with effect from 5.00 p.m. (London time) on 5 June 2015, that the Scheme will become effective upon the delivery of the Court Order to the Registrar of Companies on 11 June 2015 and that the cancellation of the listing of Domino Shares on the Official List and admission to trading of Domino Shares on the London Stock Exchange will take place by no later than 8.00 a.m.(London time) on 12 June 2015.

Other

Note that terms defined in the Scheme Document shall have the same respective meanings when used in this announcement unless otherwise defined herein.

Enquiries

Brother

   Munetaka Fujii                                            [phone] 
   Yasuhiro Hashimoto                                   [phone] 

Citi

(Sole financial adviser and Corporate Broker to Brother)

   David Wormsley                                [phone] 

Jan Skarbek

Sian Evans

Charles Lytle (Corporate Broking)

Domino

   Richard Pryn                                      [phone] 

Rothschild

(Financial adviser to Domino)

   Ravi Gupta                                        [phone] 

Neil Thwaites

Sabina Pennings

Jefferies

(Corporate Broker to Domino)

   Simon Hardy                                     [phone] 

Max Jones

Smithfield

(PR adviser to Domino)

   Will Swan                                          [phone] 

Important Information

Citi is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Citi is acting exclusively as financial adviser and corporate broker to Brother and no one else in connection with the Acquisition and will not be responsible to anyone other than Brother for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition or any matter referred to herein.

Rothschild is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Rothschild is acting exclusively as financial adviser to Domino and no one else in connection with the Acquisition and will not be responsible to anyone other than Domino for providing the protections afforded to clients of Rothschild nor for providing advice in connection with the Acquisition or any matter referred to herein.

Jefferies, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Domino and no one else in connection with the Acquisition and the other matters referred to in this Announcement, and will not be responsible to anyone other than Domino for providing the protections afforded to clients of Jefferies, nor for providing advice in relation to the Acquisition or in connection with the other matters referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which together contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purpose of complying with the laws of England and Wales 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. This announcement does not constitute a prospectus or prospectus equivalent document

Publication on Website

A copy of this announcement will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on Brother's website at www.brother.com/en/news/2015/150311_accept_e/list/index.htm and on Domino's website at www.domino-printing.com/corporate by no later than 12.00 p.m. (London time) on 5 June 2015.

For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this document unless otherwise stated herein.

Availability of Hard Copies

Any person may request a hard copy of this announcement by contacting Domino's registrars, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or, between 9.00 a.m. and 5.30 p.m. on Monday to Friday (except UK public holidays), on 0871 664 0321 from within the UK (calls cost 10p per minute from a BT landline; other providers or other network costs may vary) or on [phone] if calling from outside the UK (calls from outside the UK will be charged at the applicable rate), with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes). 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

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