Straight PLC Publication and Posting of Scheme Document (3868H)

TIDMSTT

RNS Number : 3868H

Straight PLC

16 May 2014

One Fifty One plc

Publication and Posting of Scheme Document

16 May 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Recommended cash offer

for

Straight plc ("Straight")

by

One51 Plastics Holdings Limited ("One51")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Publication and Posting of Scheme Document

On 2 May 2014, the boards of One51 and Straight announced that they had reached agreement on the terms of a recommended offer by One51 for the entire issued and to be issued share capital of Straight (the "Offer") to be effected by means of a scheme of arrangement of Straight under Part 26 of the Companies Act 2006 (the "Scheme"). Unless otherwise defined herein, all capitalised terms shall have the meaning given to them in the Scheme Document (as defined below).

The board of Straight is pleased to announce that the scheme document relating to the Offer (the "Scheme Document") is being posted to Straight Shareholders today, 16 May 2014. The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, the expected timetable of principal events and details of actions to be taken by Straight Shareholders. Holders of options under the Straight Share Option Schemes will shortly be sent a separate letter explaining the effect of the Scheme on their options and the actions open to them in respect of their options.

As detailed in the Scheme Document, to become effective the Scheme requires the approval of Scheme Shareholders at the Court Meeting and the passing of the Special Resolution by Straight Shareholders at the General Meeting. Both the Court Meeting and the General Meeting will be held at the registered office of Straight at No 1 Whitehall Riverside, Leeds, LS1 4BNon 9 June 2014, with the Court Meeting to commence at 9:30 a.m. (or as soon thereafter as Straight's 2014 annual general meeting scheduled for that date has been concluded or adjourned) and the General Meeting to commence at 9.45 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in Parts Nine and Ten of the Scheme Document.

The Scheme Document, together with information incorporated by reference therein, and this announcement will be available, free of charge, subject to any applicable restriction relating to persons resident outside the United Kingdom, on the investor section of the Straight website (www.straight.co.uk) and/or the One51 website (www.one51.com) up to and including the Effective Date.

For the avoidance of doubt, the contents of the websites referred to above are not incorporated into and do not form part of this announcement or the Scheme Document.

The expected timetable of principal events is as follows:

 
 Event                                                 Time and/or Date 
 Latest time for receipt of BLUE Forms of              9.30 a.m. on 5 June 
  Proxy for the Court Meeting                           2014 
 Latest time for receipt of PINK Forms of              9.45 a.m. on 5 June 
  Proxy for the General Meeting                         2014 
 Voting Record Time for the Court Meeting              6.00 p.m. on 7 June 
  and the General Meeting                               2014 
 Court Meeting                                         9.30 a.m. on 9 June 
                                                        2014 
 General Meeting                                       9.45 a.m. on 9 June 
                                                        2014 
 The following dates are indicative only and 
  are subject to change                                  1 July 2014 
  Last day of dealings in, and for registration 
  of transfers of, and disablement in CREST              1 July 2014 
  of, Straight Shares 
  Scheme Court Hearing (to sanction the Scheme) 
 Dealings in Straight Shares suspended from            7:30 a.m. on 2 July 
  trading on AIM                                        2014 
 Scheme Record Time                                    6.00 p.m. on 2 July 
                                                        2014 
 Reduction Court Hearing                               3 July 2014 
 Effective Date of the Scheme and re-registration      4 July 2014 
  as a private company 
 Cancellation of admission to trading on AIM           7.00 a.m. on 4 July 
                                                        2014 
 Latest date for dispatch of cheques or settlement     18 July 2014 
  through CREST in respect of the Cash Consideration 
 Long-stop date, being the latest date on              31 August 2014 
  which the Scheme can become Effective 
 

Notes:

The times and dates for events following the General Meeting are indicative only and will depend on, among other things, on the date by which all Conditions are either satisfied or, where applicable, waived (including all necessary anti-trust clearances being obtained) and the dates on which the Court sanctions the Scheme and confirms the associated Capital Reduction. If any of the expected dates change, Straight will give notice of the change by issuing an announcement through a Regulatory Information Service. All references in the above timetable to times are to London times.

Straight Shareholders should carefully read the Scheme Document, including the accompanying documents and all documents incorporated by reference, in its entirety before making a decision with respect to the Scheme.

For further information please contact:

 
 Straight plc                                [phone] 
 James Newman, Chairman 
 Jonathan Straight, Chief Executive 
  Officer 
 
 Cenkos Securities plc (Financial 
  Adviser to Straight)                       [phone] 
 Ivonne Cantu/Michael Johnson (Corporate 
  Finance) 
 Christian Hobart (Sales) 
 
 One51 Group                                 [phone] 
 Alan Walsh, Chief Executive Officer 
 
 IBI Corporate Finance Limited (Financial 
  Adviser to One51) 
  Leo Casey                                  [phone] 
 
 

Important Notices

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Straight in connection with the Acquisition and no one else and will not be responsible to anyone other than Straight for providing the protections afforded to the clients of Cenkos nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

IBI Corporate Finance Limited is authorised and regulated in the Republic of Ireland by the Central Bank of Ireland. IBI is acting as financial adviser to One51 and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this document and will not be responsible to anyone other than One51 for providing the protections afforded to clients of IBI or for providing advice in relation to the Acquisition or any other matters referred to in this document.

Neither this announcement nor the Scheme Document (or any accompanying documents) constitute or form part of any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to these documents or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement and/or the accompanying documents come should inform themselves about, and observe, such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement, the Scheme Document and the accompanying documents have been prepared for the purpose of complying with English law, the City Code and the AIM Rules and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales or if the City Code and/or the AIM Rules had not applied. This announcement and the Scheme Document are governed by English law and are subject to the jurisdiction of the English courts.

The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and the issue of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

DISCLOSURE OF DEALINGS

Opening position disclosure

Under Rule 8.3(a) of the City Code, any person who is, or becomes, 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) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London Time) on the 10th 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 City 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 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 p.m. 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. You should contact the 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.

PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES

A copy of this announcement and the Scheme Document (together with all documentation incorporated by reference) is, and will be, available during the course of the Offer, free of charge, subject to any applicable restrictions to persons in jurisdictions outside the United Kingdom, at the Straight website at http://www.straight.co.uk and the One51 website at http://www.one51.com.

Save where expressly stated in this announcement, neither the contents of the Straight website, the One51 website, nor those of any other website accessible from hyperlinks on the Straight and the One51 websites, are incorporated into, or form part of, this announcement.

You may request a hard copy of this announcement and/or the Scheme Document, together with any information expressly incorporated by reference in this announcement or the Scheme Document, and any of the accompanying documents by contacting the registrars to Straight, Capita Asset Services, on 0871 664 0321, if calling from within the United Kingdom, or, [phone], if calling from outside the United Kingdom. Calls to the 0871 664 0321 number from within the United Kingdom cost 10 pence per minute from a BT landline; other providers or other network costs may vary. Calls to the [phone] number from outside the United Kingdom will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday. Alternatively you may submit a request in writing to Capita Asset Services at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham BR3 4TU, United Kingdom. The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCLLFSSEDIRLIS