Interbulk Group PLC Scheme Effective (5428R)

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RNS Number : 5428R

Interbulk Group PLC

09 March 2016

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.

9 March 2016

RECOMMENDED CASH ACQUISITION

of

INTERBULK GROUP PLC ("INTERBULK")

by

DEN HARTOGH HOLDING B.V. ("DEN HARTOGH")

SCHEME OF ARRANGEMENT EFFECTIVE

On 7 March 2016, InterBulk announced that the High Court of Justice in England and Wales had sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended cash acquisition of the entire issued share capital of InterBulk by Den Hartogh is being implemented.

InterBulk is pleased to announce that, following the delivery of the Court Order to the Registrar of Companies, the Scheme has now become effective in accordance with its terms and the entire issued share capital of InterBulk is now beneficially owned by Den Hartogh.

Scheme Shareholders are entitled to receive 9 pence for every Scheme Share held at the Scheme Record Time, being 6.00 p.m. on 4 March 2016. Cheques will be dispatched to Scheme Shareholders holding Scheme Shares in certificated form and the CREST accounts of Scheme Shareholders holding Scheme Shares in uncertificated form will be credited by no later than 23 March 2016.

Following the application by InterBulk to the London Stock Exchange, the cancellation of admission to trading of InterBulk Shares on AIM will take effect at 7.00 a.m. (London time) tomorrow, 10 March 2016.

InterBulk also announces that all of the directors have resigned with immediate effect on the Scheme becoming effective: Jim McColl, Graeme Bissett, Halldor Ludvigsson, Einar Tamimi, Luis Gomez, Hu Song, Eric van der Werff, David Rolph, Loek Kullberg and Scott Cunningham. It is also announced that Pieter den Hartogh and Bram Paape were appointed as directors of InterBulk with immediate effect on the Scheme becoming effective.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the scheme circular dated 15 January 2016 sent or made available to Scheme Shareholders (the "Scheme Circular"). A copy of this announcement will shortly be available on the Company's website at http://www.interbulkgroup.com.

Enquiries:

InterBulk Group plc

   Scott Cunningham                                [phone] 

PwC (Financial Adviser to InterBulk)

   David Leslie                                         [phone] 

Stockdale Securities Limited (Rule 3 Adviser, NOMAD and Broker to InterBulk)

   Tom Griffiths / David Coaten                [phone] 

Buchanan (Public Relations Adviser to InterBulk)

   Charles Ryland / Gabriella Clinkard       [phone] 

IMPORTANT NOTICES

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or subscribe for, or any invitation to purchase or subscribe for any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. The Transaction will be made solely pursuant to the terms of the Scheme Circular, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme Circular.

This announcement does not constitute a prospectus or prospectus equivalent document.

PwC, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for InterBulk and no one else in connection with the Transaction and will not be responsible to anyone other than InterBulk for providing the protections afforded to clients of PwC or for providing advice in relation to the Transaction or any other matters referred to in this announcement.

Stockdale, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for InterBulk and no one else in connection with the Transaction and will not be responsible to anyone other than InterBulk for providing the protections afforded to clients of Stockdale or for providing advice in relation to the Transaction or any other matters referred to in this announcement.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their InterBulk Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the City 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.

Unless otherwise determined by Den Hartogh, or required by the City Code, and permitted by applicable law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from, or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Transaction by any such use, means, instrumentality or form within a Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws in that jurisdiction. Copies of this announcement and any formal documentation relating to the Transaction 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 it in or into or from any Restricted Jurisdiction. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance from or within any Restricted Jurisdiction by any such use, means, instrumentality or facilities.

Notice to US Shareholders

The Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. 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 Transaction is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Den Hartogh exercises the right to implement the Transaction by way of a takeover offer and determines to extend the offer into the United States, the Transaction will be made in compliance with applicable United States laws and regulations. Financial information included (or incorporated by reference) in this announcement and the Scheme Circular in relation to InterBulk has 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.

It may be difficult for US holders of InterBulk Shares to enforce their rights and any claim arising out of the US federal laws, since InterBulk and Den Hartogh are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of InterBulk 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.

Cautionary Note Regarding Forward-Looking Statements

March 09, 2016 05:31 ET (10:31 GMT)

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of InterBulk and certain plans and objectives of Den Hartogh with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by InterBulk, and/or Den Hartogh in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither InterBulk nor Den Hartogh, nor or any of their respective affiliates, members, directors, officers or employees or any persons acting on their behalf, assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Neither the InterBulk Group, the Den Hartogh Group, nor their respective affiliates, members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. No forward-looking or other statements have been reviewed by the auditors of InterBulk or Den Hartogh. All subsequent oral or written forward-looking statements attributable to the InterBulk Group or the Den Hartogh Group, or any of their respective affiliates, members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or estimates

No statement in this announcement is intended, or is to be construed, as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for InterBulk or Den Hartogh for current or future financial years, or for the Enlarged Group, would necessarily match or exceed the historical published earnings per share for InterBulk or Den Hartogh.

Dealing and Opening Position Disclosure Requirements [not required as no longer in offer period?]

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10(th) business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to 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 one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 securities exchange 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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(END) Dow Jones Newswires

March 09, 2016 05:31 ET (10:31 GMT)