Plant Impact PLC Results of Shareholder Meetings (4722I)

TIDMPIM

RNS Number : 4722I

Plant Impact PLC

21 March 2018

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN EU REGULATION NO. 596/2014 AND IS MADE IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF THAT REGULATION

21 March 2018

RECOMMENDED CASH OFFER

for

Plant Impact plc

by

Croda Europe Limited

to be effected by means of a Scheme of Arrangement under

Part 26 of the Companies Act 2006

RESULTS OF SHAREHOLDER MEETINGS

AND UPDATE TO OFFER TIMETABLE

Plant Impact plc ("Plant Impact" or the "Company") is pleased to announce that at the Court Meeting and the General Meeting of Plant Impact Shareholders held earlier today in connection with the recommended cash offer for Plant Impact by Croda Europe Limited, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all of the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the circular to Plant Impact Shareholders dated 26 February 2018 (the "Scheme Document").

At the Court Meeting, a majority in number of Scheme Shareholders, who voted (either in person or by proxy) and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the special resolution to provide for the implementation of the Scheme was also passed by the requisite majority.

COURT MEETING

The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:

Number of Scheme Shareholders voting: For: 48 (87.27%); Against: 7 (12.73%)

Number of votes: For: 59,550,970 (99.38%); Against: 370,532 (0.62%)

Percentage of eligible Scheme Shares voted: For: 62.95%; Against: 0.39%

GENERAL MEETING

The voting on the special resolution to provide for the implementation of the Scheme was taken on a poll and the results were as follows:

Number of votes: For: 60,885,844 (99.22%); Against: 480,303 (0.78%).

Completion of the Offer remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing which is expected to take place on 27 March 2018.

UPDATE TO OFFER TIMETABLE

The indicative timetable for implementation of the Scheme, which was set out on page 7 of the Scheme Document, is updated as follows: it is now expected that dealings in Plant Impact Ordinary Shares will be suspended from trading on AIM with effect from 7.30 a.m. on 28 March 2018 and cancellation of the Company's AIM securities expected with effect from 7.00 a.m. on 29 March 2018.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Enquiries:

 
 Croda Europe                            Tel: +44 (0) 
                                          140 586 0551 
 Conleth Campbell 
  GCA Altium, financial adviser           Tel: +44 (0) 
   to Croda Europe                         845 505 4300 
 Phil Adams 
 Paul Lines 
  Teneo Blue Rubicon, public relations    Tel: +44 (0) 
   adviser to Croda Europe                 203 603 5220 
 Charlie Armitstead 
 
 Plant Impact                            Tel: +44 (0) 
                                          158 246 5540 
 David Jones, Chairman 
 John Brubaker, Chief Executive 
  Officer 
  Peel Hunt, Rule 3 adviser to            Tel: +44 (0) 
   Plant Impact                            207 418 8900 
 Adrian Trimmings 
 Michael Nicholson 
 George Sellar 
 Nicole McDougall 
 Buchanan, public relations adviser      Tel: +44 (0) 
  to Plant Impact                         207 466 5000 
 Mark Court 
 Sophie Wills 
 Jamie Hooper 
 

IMPORTANT NOTICES

GCA Altium, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Croda Europe and no one else in connection with the matters set out in this announcement. In connection with such matters, GCA Altium will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to clients of GCA Altium or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Peel Hunt, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Plant Impact and no one else in connection with the matters set out in this announcement. In connection with such matters, Peel Hunt will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to any matter referred to herein.

Neither Peel Hunt nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with this announcement, any statement contained herein or otherwise.

Publication on Website(s) and Availability of Hard Copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Plant Impact's website and Croda's website (http://www.plantimpact.com/investors and https://www.croda.com/en-gb/investors respectively) by no later than 12 noon on the Business Day following the date of this announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Peel Hunt during business hours on [phone] or by submitting a request in writing to Peel Hunt at Moor House, 120 London Wall, EC2Y 5ET. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you 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

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March 21, 2018 09:08 ET (13:08 GMT)