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Publication of Employee Representatives' Opinion

21st May 2012 09:39

RNS Number : 7377D
UMECO PLC
21 May 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

Publication of Employee Representatives' Opinion21 May 2012

Further to the announcement on 12 April 2012 that the boards of Umeco plc ("Umeco") and Cytec Industries Inc. ("Cytec") 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"), Umeco has today published an opinion of its employee representatives on the effects of the Acquisition on employment (the "Employee Representatives' Opinion").

The Employee Representatives' Opinion is available at the following web address:http://microsite.umeco.com/.

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 circular to shareholders (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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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