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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Zenith Hygn. | LSE:ZHG | London | Ordinary Share | GB00B05MLF29 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.75 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 8834I Zenith Hygiene Group plc 25 November 2008 Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction (including the United States, Canada, Australia, the Republic of South Africa or Japan) where to do so would constitute a violation of the relevant laws of such jurisdiction. For immediate release 25 November 2008 Zenith Hygiene Group plc Court Sanction of Scheme of Arrangement Recommended Cash Offer by Pinnacle Bidco Holdings plc ("Bidco") for the whole of the issued and to be issued ordinary share capital of Zenith Hygiene Group plc ("Zenith") to be implemented by means of a scheme of arrangement under section 899 of the Companies Act 2006 ("the Scheme") Zenith announces that at a hearing held earlier today, the High Court of Justice in England and Wales sanctioned the Scheme in relation to the recommended cash offer by Bidco for Zenith. The Scheme was approved by the requisite majorities of Zenith Shareholders at the Court Meeting and the General Meeting which were both held on 17 November 2008. The Scheme is conditional on the delivery of an office copy of the Court Order sanctioning the Scheme being registered with the Registrar of Companies in England and Wales, which is expected to occur on 26 November 2008. If the Scheme becomes effective on 26 November 2008, it is expected that admission of Zenith Shares to trading on AIM will be cancelled at 7.00 a.m. on 27 November 2008. Settlement of the cash consideration and the issue and allotment of Bidco Shares are expected to be effected within 14 days of the Scheme becoming effective. Expected timetable of principal events: Event Expected time and/or date in 2008 Effective Date of the Scheme 26 November Cancellation of Zenith Shares' admission to 7.00 a.m. on 27 trading on AIM November Latest day for posting of cheques in respect of 10 December Cash Consideration and for despatch of share certificates in respect of Bidco Shares Note: These dates are indicative only and will depend on, amongst other things, the date upon which the Conditions are either satisfied or (if capable of waiver) waived and the date upon which the Order sanctioning the Scheme is delivered to the Registrar of Companies. Capitalised terms used in this announcement have the same meanings as in the circular despatched by Zenith to its shareholders in connection with the Scheme. Enquiries: Zenith Hygiene Group plc Tel: 01707 255 081 Simon Barrell, Acting Chairman Gavin Gracie, Group Chief Executive Oriel Securities Limited (Financial Adviser to Zenith) Tel: 020 7710 7600 Michael Shaw Pinnacle Bidco Holdings plc Tel: 020 7653 6620 Ringo Francis, Chief Executive Officer Arvinder Walia, Chief Financial Officer Strand Partners Limited (Financial Adviser to Bidco) Tel: 020 7409 3494 Stuart Faulkner David Altberg Merlin Financial & Business Communications (PR advisers to Bidco) Tel: 020 7653 6620 Paul Downes Toby Bates All times referred to in this announcement are references to London time. The Zenith Directors accept responsibility for the information contained in this announcement relating to Zenith. To the best of the knowledge and belief of the Zenith Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Strand Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Bidco and for no-one else in connection with the Proposal and will not be responsible to anyone other than Bidco for providing the protections afforded to customers of Strand Partners Limited, nor for providing advice in relation to the Proposal or any matters referred to herein. Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Zenith and for no-one else in connection with the Proposal and will not be responsible to anyone other than Zenith for providing the protections afforded to customers of Oriel Securities Limited, nor for providing advice in relation to the Proposal or any matters referred to herein. This announcement is not intended to and does not constitute or form any part of, an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposal or otherwise. The 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. This announcement has been prepared for the purpose of complying with English law and the Takeover 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 of jurisdictions outside the United Kingdom. The availability of the Proposal to persons not resident in the UK may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should inform themselves of and observe any applicable requirements. The Proposal will be effected by way of scheme of arrangement under English law and is subject to UK disclosure requirements, which are different from those of the United States or Canada. The Proposal will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, timetable, settlement procedures and timing of payments that are different from those applicable under US or Canadian procedures and law. DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Zenith, all "dealings" in any "relevant securities" of Zenith (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant "dealings". This requirement will continue until the Offer lapses, is withdrawn, or upon the "offer period" otherwise ending. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Zenith, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Zenith, by Bidco or Zenith, or any of their respective "associates", must also be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies whose "relevant securities" and "dealings" should be disclosed, and the number of securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange END MSCILFFFLELEFIT
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