Cancellation of Share Options

 

TIDMPLNT 
 
RNS Number : 3308S 
Plantic Technologies Limited 
08 September 2010 
 

 
8 September 2010 
 
          PLANTIC TECHNOLOGIES LIMITED 
 ("Plantic" or "the Company") 
 
Independent Board Committee of Plantic unanimously recommend cash offer TO EACH 
PLANTIC OPTIONHOLDER from Gordon Merchant No. 2 Pty Ltd FOR THE CANCELLATION OF 
                                PLANTIC OPTIONS 
 
Plantic (AIM:PLNT) announces today that it has received a proposal from Gordon 
Merchant No. 2 Pty Ltd ("GM") under which all of the options in Plantic 
("Options") not already owned by GM, will be cancelled under a Scheme of 
Arrangement for a cash payment consideration ("Option Scheme").  This proposal 
follows the proposal by GM to acquire all of the ordinary shares in Plantic not 
already owned by it, by a scheme of arrangement ("Share Scheme") announced on 29 
July 2010. 
Under the terms of the Option Scheme, optionholders will receive a cash amount 
for each Option based on a Black Scholes Model valuation.  Applying this model, 
the Options in each series of Options have a different value. 
The Option Scheme is subject to certain conditions precedent, including Plantic 
optionholder and Court approval, and implementation of the Share Scheme. 
GM is controlled by Gordon Merchant, who is a director of Plantic.  Gordon 
Merchant holds less than one percent of the Options by value and number and will 
not vote in respect of the Option Scheme. 
An Independent Board Committee has been established to evaluate the offer from 
GM.  This Independent Board Committee comprises all directors of Plantic, other 
than Gordon Merchant and his alternate director, Luke McGrath.  Gordon Merchant 
and Luke McGrath have not participated in the discussions of the Independent 
Board Committee in relation to the proposal. 
 
The Independent Board Committee unanimously recommend that Plantic optionholders 
vote in favour of the Option Scheme at the Option Scheme meeting.  The above 
recommendation in favour of the Option Scheme is subject to the Company not 
receiving a superior proposal in respect of the Share Scheme and an independent 
expert concluding that the Option Scheme is in the best interests of Plantic's 
optionholders.  Subject to those same qualifications, each director of Plantic 
who is a member of the Independent Board Committee intends to vote all the 
Options held or controlled by them in favour of the Option Scheme at the Option 
Scheme meeting. 
 
The consideration based on the Black Scholes Model valuation will allow 
optionholders to realise a value on the basis that all but one series of the 
Options are 'out of the money' in that the exercise price of the Options is 
significantly in excess of: 
(a)          the closing price of GBP 0.0475 (4.75 pence) per Plantic share on 
AIM on 28 July 2010, the last day of trading prior to the proposed Share Scheme 
being announced on 29 July 2010; and 
(b)          GM's offer of GBP 0.08 (8 pence) per Plantic share announced on 29 
July 2010. 
Further to the above, the Independent Board Committee considers that there is a 
low likelihood of those Options being 'in the money' in the short to medium 
term. 
As a result of the Independent Board Committee's unanimous recommendation that 
Plantic optionholders vote in favour of the Option Scheme (as set out in this 
announcement), GM has waived condition 3.1(i) of the 'Merger Implementation 
Agreement' entered into by the Company and GM on 29 July 2010, such that the 
Share Scheme is no longer conditional on all of the Options being cancelled. 
Information relating to the proposed Option Scheme, reasons for the Independent 
Board Committee's unanimous recommendation, and details of the Option Scheme 
meeting will be included in the Scheme Booklet for the Share Scheme and Option 
Scheme and is expected to be sent to Plantic shareholders and optionholders in 
early October 2010 with an optionholder meeting to vote on the proposed Option 
Scheme to be held in early November 2010.  Subject to the approval of the Option 
Scheme by the requisite majority of optionholders and the Court, Plantic expects 
the Option Scheme and the Share Scheme to be completed by mid to late November 
2010. 
Due to the Option Scheme being proposed, Plantic proposes that the share scheme 
meeting will be held on the same date as the Option Scheme meeting which is 
expected to occur in early to mid November 2010. 
 
FURTHER INFORMATION: 
 
Plantic Technologies Limited 
Brendan Morris, Chief Executive Officer                                      +61 
(0) 3 9353 7983 
Matrix Corporate Capital LLP 
Stephen Mischler 
        [phone] 
Tim Graham 
         [phone] 
 
Pelham Bell Pottinger 
Archie Berens 
          [phone] 
NOTES FOR EDITORS 
Plantic Technologies is based in Australia, where its head office, principal 
manufacturing and research and development facilities are located.  In addition 
the company has a rigid packaging manufacturing plant in Jena, Germany together 
with sales offices in Germany, the United Kingdom and the USA.  Plantic employs 
approximately 65 people internationally. 
Plantic's novel polymer technology is based on the use of high-amylose corn 
starch, a material derived from annual harvesting of specialized non-GM (hybrid) 
corn and supplied by National Starch.  The unique chemical and film-forming 
properties of this type of starch allow for development of a range of 
applications across conventional plastics markets.  Plantic materials have a 
renewable bio-content of approximately 85%.  In addition to being 
renewably-sourced, Plantic materials are biodegradable, home compostable, water 
dispersible and compostable to American (ASTM 6400) and European (EN 13432) 
standards. 
Plantic Technologies has won numerous international awards for their innovation 
in biodegradable plastics.  Plantic is listed on the London Stock Exchange (AIM) 
under the symbol 'PLNT'. 
For more information visit the company's website www.plantic.com.au. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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