Plant Impact PLC Scheme of Arrangement becomes Effective (2620J)

TIDMPIM TIDMCRDA

RNS Number : 2620J

Plant Impact PLC

28 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

28 March 2018

RECOMMENDED CASH OFFER

for

Plant Impact plc

by

Croda Europe Limited

effected by means of a Scheme of Arrangement under

Part 26 of the Companies Act 2006

Scheme of arrangement becomes effective and board changes

Further to the announcement of the sanction of the Scheme by the Court on 27 March 2018, the board of directors of Plant Impact plc ("Plant Impact") and the board of directors of Croda Europe Limited ("Croda Europe") are pleased to announce that, following the delivery of an office copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective, in accordance with its terms, and Plant Impact is now a wholly owned subsidiary of Croda Europe.

A Scheme Shareholder on the register of members of Plant Impact at the Scheme Record Time, being 6.00 p.m. on 27 March 2018, will be entitled to receive 10.57 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be in accordance with the terms of the Scheme. The latest date for the despatch of cheques or the settlement of the consideration in relation to the Offer through CREST is 11 April 2018.

Trading in Ordinary Shares on AIM was suspended with effect from 7.30 a.m. today. The admission to trading of the Ordinary Shares on AIM is expected to be cancelled with effect from 7.00 a.m. on 29 March 2018. A further announcement will be made when the admission to listing and to trading of the Ordinary Shares on AIM have each been cancelled.

As a result of the Scheme having become Effective, share certificates in respect of Ordinary Shares have ceased to be valid documents of title and entitlements to Ordinary Shares held in uncertificated form in CREST will be cancelled.

Defined terms used but not defined in this announcement have the meaning given to them in the scheme circular to Plant Impact Shareholders dated 26 February 2018. References to time in this announcement are references to the time in London, the United Kingdom.

Board and officer changes

As the Scheme has now become Effective:

   --     David Jones, Christopher Tyler and John Brubaker have resigned as directors of Plant Impact; 
   --     Ib Jensen has resigned as Plant Impact's company secretary; 

-- David Cherry, Nick Challoner and Graham Myers have been appointed as directors of Plant Impact; and

   --     Thomas Michael Brophy has been appointed as Plant Impact's company secretary, 

in each case, with immediate effect.

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 
 Ailish Tracy                             Tel: +44 (0) 
  Peel Hunt, Rule 3 adviser to             207 418 8900 
  Plant Impact 
 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

END

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March 28, 2018 07:19 ET (11:19 GMT)