Plant Health Care PLC Scheme of Arrangement becomes Effective

RNS Number : 1036B

Plant Health Care PLC

20 August 2024

 

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 OR REGULATIONS OF SUCH JURISDICTION

 

20 August 2024

RECOMMENDED CASH ACQUISITION

of

PLANT HEALTH CARE PLC

by

PI INDUSTRIES MANAGEMENT CONSULTANCIES L.L.C.

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes Effective

On 26 June 2024, the boards of PI Industries Ltd ("PI") and Plant Health Care plc ("PHC" or the "Company") announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by PI or a subsidiary directly or indirectly controlled by PI of the entire issued, and to be issued, ordinary share capital of the Company (the "Acquisition"). The Acquisition is being implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). PI has formed a private limited liability company specifically for the purposes of the Acquisition, PI Industries Management Consultancies LLC ("Bidco"). Bidco is a wholly owned subsidiary of PI.

PHC published a circular in relation to the Scheme dated 10 July 2024 (the "Scheme Document"). Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document. All references to times in this announcement are to London time.

On 5 August 2024, the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the Resolution in connection with the implementation of the Scheme were passed by the requisite majority of the Company's Shareholders at the General Meeting.

Further to the announcement made by the Company on 15 August 2024 that the Court had sanctioned the Scheme, PHC is pleased to announce that, following delivery of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and accordingly, Bidco is now the owner of all of the Scheme Shares.

Settlement

Scheme Shareholders on the register of members at the Scheme Record Time, being 6.00 p.m. on 19 August 2024, are entitled to receive 9.0 pence in cash for each Scheme Share as provided for in the Scheme Document.

Settlement of the consideration to which each Scheme Shareholder is entitled will, for Scheme Shareholders holding Scheme Shares (other than Scheme Restricted Shares) in certificated form, be effected by way of the despatch of cheques, or, for Scheme Shareholders holding Scheme Shares (other than Scheme Restricted Shares) in uncertificated form, through the crediting of CREST accounts (or by any other method approved by the Panel) as soon as practicable and in any event not later than 3 September 2024.

As a result of the Scheme becoming Effective, share certificates in respect of PHC Shares (other than any Scheme Restricted Shares, if applicable) will cease to be valid and evidence of title and entitlements to PHC Shares held in uncertificated form within the CREST system will be cancelled.

Suspension of trading and cancellation of admission to trading on AIM

Dealings in PHC Shares on AIM were suspended with effect from 7.30 a.m. today. An application has been made to the London Stock Exchange for the cancellation of admission to trading of PHC Shares on AIM, which is expected to take effect at or around 7.00 a.m. on 21 August 2024.

Dealing disclosures

The Company is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to PHC Shareholders no longer apply.

Resignation of non-executive directors

Each of the non-executive directors of the Company has resigned as a director of the Company with immediate effect.

Enquiries:

Plant Health Care plc Jeff Tweedy, CEO	Tel: [phone]
Cavendish (Rule 3 adviser, financial adviser, nominated adviser and corporate broker to PHC) Neil McDonald Pete Lynch	Tel: [phone]
Zeus (financial adviser to Bidco and PI)	Tel: [phone]
Nick Cowles James Edis Louisa Waddell

 

Shoosmiths LLP is retained as legal adviser to PI and Bidco.

DWF Law LLP is retained as legal adviser to PHC.

Important Notices

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for PI and Bidco as financial adviser and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than PI and Bidco for providing the protections afforded to clients of Zeus, or for providing advice in relation to the matters referred to in this announcement. Neither Zeus nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Zeus in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser, joint financial adviser, nominated adviser and corporate broker to PHC and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters referred to in this announcement and will not be responsible to anyone other than PHC for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to any matter referred to in this announcement. Neither Cavendish nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of,  any securities or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws. The Acquisition will be implemented solely through and on the terms set out in the Scheme Document and the accompanying Forms of Proxy (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document and acceptance), which will contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of, or to accept, the Acquisition and/or the Scheme. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). PHC Shareholders are strongly advised to read the formal documentation in relation to the Acquisition and the Scheme carefully as it will contain important information relating to the Acquisition and the Scheme.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law, the AIM Rules, the Code and the Market Abuse Regulation 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 release, publication or distribution of this announcement in certain jurisdictions other than the United Kingdom may be restricted by law and/or regulations and such laws and/or regulations may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document(s) to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their PHC Shares at the Court Meeting and/or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their PHC Shares in respect of the Court Meeting and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. The Acquisition will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange (including the AIM Rules) and the FCA.

Unless otherwise determined by PI and/or Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction, and no person may vote in favour of the Acquisition, and the Acquisition will not be capable of acceptance, by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the US, has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information contained in this announcement and the Scheme Document. Any representation to the contrary may be a criminal offence.

The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else.

In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) of Bidco and/or such affiliated companies may make certain purchases of, or arrangements to purchase, PHC Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

The receipt of the Cash Consideration by a PHC Shareholder for the transfer of their PHC Shares pursuant to the Scheme will be a taxable transaction for United States federal income tax purposes and under applicable US state and local, as well as overseas and other, tax laws. In certain circumstances, PHC Shareholders that are not US persons and that receive cash consideration pursuant to the Scheme may be subject to US withholding tax. Each PHC Shareholder is urged to consult an independent professional adviser regarding the applicable tax consequences of the Acquisition, including under applicable United States, state and local, as well as overseas and other tax laws.

Financial information relating to PHC included in the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom.

It may be difficult for a US-based investor to enforce their rights and any claim they may have arising under US securities laws, since the Scheme relates to the shares of a company incorporated under the laws of, and located in, the United Kingdom, and some or all of its officers and directors may be residents of non-US jurisdictions. A US-based investor may not be able to sue a company located in the United Kingdom, or its officers or directors, in a foreign court for alleged violations of US securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, PHC Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Zeus and Cavendish will continue to act as an exempt principal trader in PHC Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Forward-looking statements

This announcement may contain certain "forward-looking statements" with respect to PHC, Bidco and PI. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements.  Forward-looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (b) business and management strategies of PI, Bidco and/or PHC and the expansion and growth of PHC; (c) any potential synergies resulting from the Acquisition; and (d) the expected timing and scope of the Acquisition. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance and/or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of PI, Bidco or PHC, nor any of their respective associates, directors, officers, employees or advisers, 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. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of this announcement. All subsequent oral or written forward-looking statements attributable to PI, Bidco or PHC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. PI, Bidco and PHC assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied in forward-looking statements. The factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms; changes in the global, political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; the anticipated benefits of the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, PI and PHC operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Bidco, PI and PHC operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

No forward-looking or other statements have been reviewed by the auditors of PI or any company in the Wider PI Group or the Wider PHC Group. All subsequent oral or written forward-looking statements attributable to Bidco, any company in the Wider PI Group, PHC, or any company in the Wider PHC Group or to any of their respective associates, directors, officers, employees or advisers or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

No profit forecasts or estimates

Save as expressly set out herein, no statement in this announcement is intended as a profit forecast or profit estimate for PI, Bidco or PHC in respect of any period and no statement in this announcement should be interpreted to mean that cash flow from operations, earnings or earnings per PHC Share or income for PHC for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings or earnings per PHC Share or income of PHC.

Publication on website

In accordance with Rule 26.1 and 26.2 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on PHC's website at https://www.planthealthcare.com/disclaimer by no later than 12:00 noon on the Business Day following the publication of the Scheme Document . Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 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: (a) the offeree company; and (b) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm on the 10th Business Day (as defined in the Code) 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 1 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: (a) the offeree company; and (b) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm on the Business Day (as defined in the Code) 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 of the Code.

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 of the Code).

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 Takeover 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.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Neville Registrars Limited on 0121 585 1131 (or from outside of the UK, on [phone]) between 9.00 a.m. to 5.00 p.m. Monday to Friday (London time) or by submitting a request in writing to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD). For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different paragraphs and/or tables may vary slightly and figures shown as totals in certain paragraphs and/or tables may not be an arithmetic aggregation of the figures that precede them.

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