25th Apr 2012 15:17
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
25 April 2012
Posting of Scheme Document
On 12 April 2012, Umeco plc ("Umeco") and Cytec Industries Inc. ("Cytec") announced that they had reached agreement on the terms of a recommended cash offer to be made by Cytec UK Holdings Limited ("Cytec Bidco"), an indirectly wholly-owned subsidiary of Cytec, for the entire issued and to be issued share capital of Umeco (the "Acquisition"). As outlined in that announcement, the Acquisition is to be implemented by means of a scheme of arrangement of Umeco (the "Scheme").
Umeco announces that it is today posting a circular to shareholders (the "Scheme Document"), containing further information on the Scheme and convening a Court Meeting and a General Meeting for 11.00 a.m. and 11.15 a.m. respectively on 28 May 2012 at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY, at which resolutions will be proposed to approve the Scheme and certain other matters.
Subject to the approval of Umeco's shareholders, the sanction of the Court, the receipt of certain competition clearances and satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective in July 2012.
Full details of the Scheme, the Court Meeting and the General Meeting are set out in the Scheme Document. The Scheme Document also contains information on both Umeco and Cytec and the terms and conditions of the Acquisition. The expected timetable of principal events for the implementation of the Acquisition is attached to this announcement.
Under the terms of the Acquisition, Umeco Shareholders will be entitled to receive:
for each Umeco Share: 550 pence in cash.
There will be no final dividend payable on Umeco Shares if the Acquisition is completed. If a dividend on Umeco Shares is declared or is otherwise payable before the Acquisition is completed, the offer price shall be reduced by the amount of that dividend.
The Scheme Document will be available from 5pm today at www.umeco.com/microsite and at www.cytec.com. The Scheme Document will also be submitted to the National Storage Mechanism and will thereafter be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Enquiries:
Cytec and Cytec Bidco +1 973 357 3283
Jodi Allen, Investor Relations
Barclays (sole financial adviser and corporate broker to Cytec
and Cytec Bidco) +44 (0) 20 7623 2323
Mark Warham
David Whiteley
Jon Bathard-Smith (Corporate Broking)
Umeco +44 (0) 1926 331800
Andrew Moss
Steve Bowers
Rothschild (joint financial adviser to Umeco) +44 (0) 20 7280 5000
Paul Simpson
Stuart Vincent
Alistair Allen
Investec (joint financial adviser and sole corporate +44 (0) 20 7597 5000
broker to Umeco)
Chris Treneman
James Rudd
Hudson Sandler (public relations adviser to Umeco) +44 (0) 20 7796 4133
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 +44 (0) 20 7638 0129.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following timetable sets out the expected dates for implementation of the Acquisition (some of which are indicative):
| Time and/or date1 |
Latest time for lodging blue Forms of Proxy for the Court Meeting2 | 11.00 a.m. on 26 May 2012 |
Latest time for lodging white Forms of Proxy for the General Meeting | 11.15 a.m. on 26 May 2012 |
Scheme Voting Record Time | 6.00 p.m. on 26 May 2012 |
Court Meeting3 | 11.00 a.m. on 28 May 2012 |
General Meeting3 | 11.15 a.m. on 28 May 2012 |
Last day of dealings in, and for registration of transfers of Umeco Shares | 18 July 2012 |
Scheme Court Hearing | 18 July 2012 |
Suspension of listing of, and dealings, settlement and transfers in, Umeco Shares | 7.30 a.m. on 19 July 2012 |
Reduction Record Time | 6.00 p.m. on 19 July 2012 |
Reduction Court Hearing | 20 July 2012 |
Effective Date | 20 July 2012 |
Cancellation of listing and admission to trading of Umeco Shares | 8.00 a.m. on 23 July 2012 |
Latest date for despatch of Offer Consideration | 3 August 2012 |
Long Stop Date | 12 October 2012 |
1 All times are London times. Some dates are indicative only and will depend, inter alia, on the date upon which the Court sanctions the Scheme and whether the Conditions are satisfied or waived. IF THE EXPECTED DATE OF THE SCHEME COURT HEARING OR ANY OTHER KEY DATE IS CHANGED, UMECO WILL GIVE NOTICE OF THIS CHANGE BY ISSUING AN ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE. All Umeco Shareholders have the right to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.
2 A blue Form of Proxy for the Court Meeting not so lodged may be handed to the Registrar at the venue of the Court Meeting or the Chairman of the Court Meeting, at the Court Meeting, before the start of the Court Meeting.
3 The Court Meeting and the General Meeting will both be held at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY on 28 May 2012. The Court Meeting will start at 11:00 a.m. and the General Meeting will start at 11:15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).
Related Shares:
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