UMECO PLC Effective Date of Scheme of Arrangement (1536I)

TIDMUMC

RNS Number : 1536I

UMECO PLC

20 July 2012

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 SECURITIES LAWS OF SUCH JURISDICTION

20 July 2012

RECOMMENDED CASH OFFER

for

UMECO PLC

by

CYTEC UK HOLDINGS LIMITED

a wholly-owned subsidiary of

CYTEC INDUSTRIES INC.

Scheme of Arrangement - Court confirmation of Reduction of Capital and Scheme becomes effective.

The boards of Umeco plc ("Umeco") and Cytec Industries Inc. ("Cytec") are pleased to announce that the Capital Reduction required to effect the recommended acquisition of Umeco by Cytec UK Holdings Limited ("Cytec Bidco") by way of scheme of arrangement in accordance with sections 895 to 899 of the Companies Act 2006 (the "Scheme") was today confirmed by the Court and that the Scheme has therefore become effective.

Dealings in Umeco Shares on the London Stock Exchange were suspended at 7.30 a.m. (London time) on 19 July 2012.

It is expected that Umeco Shares will cease to be listed on the Official List and their admission to trading on the London Stock Exchange will be cancelled at 8.00 a.m. (London time) on 23 July 2012.

Holders of Scheme Shares who appeared on the Umeco register of members at 6.00 p.m. on 19 July 2012 will be entitled to receive 550 pence in cash for each Scheme Share held. Settlement of the Offer Consideration is expected to take place on or prior to 3 August 2012.

Capitalised terms used but not defined in this announcement have the meaning given to them in the scheme document sent to Shareholders dated 25 April 2012 (the "Scheme Document"). A copy of this announcement will be available, subject to certain restrictions in relation to persons resident in certain overseas jurisdictions, at www.umeco.com/microsite and at www.cytec.com.

Resignation of directors

As envisaged in the Scheme Document, the Chief Executive, Finance Director and each of the Non-Executive Directors of Umeco have resigned from their offices as directors of Umeco and, in the case of the Chief Executive and Finance Director, also resigned as employees of Umeco. Cytec have appointed new directors.

Enquiries:

Cytec and Cytec Bidco [phone]

Jodi Allen, Investor Relations

Barclays (sole financial adviser and corporate broker to Cytec

and Cytec Bidco) [phone]

Mark Warham

David Whiteley

Jon Bathard-Smith (Corporate Broking)

Umeco [phone]

Mike Giles

Rothschild (joint financial adviser to Umeco) [phone]

Paul Simpson

Stuart Vincent

Alistair Allen

Investec (joint financial adviser and sole corporate [phone]

broker to Umeco)

Chris Treneman

James Rudd

   Hudson Sandler (public relations adviser to Umeco)                            [phone] 

Andrew Hayes

Andrew Leach

Disclaimers:

Barclays Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cytec and Cytec Bidco and no one else in connection with the Acquisition and other matters referred to in this announcement and the Scheme Document and will not be responsible to any person other than Cytec and Cytec Bidco for providing the protections afforded to its clients nor for giving advice in relation to the matters set out in this announcement.

N.M. Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Umeco and no one else in connection with the Acquisition and other matters referred to in this announcement and the Scheme Document and will not be responsible to any person other than Umeco for providing the protections afforded to its clients nor for giving advice in relation to the matters set out in this announcement.

Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Umeco and no one else in connection with the Acquisition and other matters referred to in this announcement and the Scheme Document and will not be responsible to any person other than Umeco for providing the protections afforded to its clients nor for giving advice in relation to the matters set out in this announcement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. Copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

This announcement has been prepared for the purposes of complying with laws of England and Wales and the City Code on Takeovers and Mergers (the "City Code") 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 and regulations of any other jurisdiction.

Disclosure requirements of the City Code:

Under Rule 8.3(a) of the City Code, any person who is "interested" in one per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror. An "Opening Position Disclosure" by a person to whom Rule 8.3(a) of the City 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a "Dealing Disclosure" if the person deals in any "relevant securities" of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the City Code. A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the City Code applies must be made by no later than 3.30 p.m. (London time) 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the City 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 City 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

END

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