TIDMNXR
RNS Number : 3053L
Norcros PLC
12 May 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN NORCROS PLC OR ANY OTHER ENTITY IN
ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF NORCROS PLC.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
12 May 2022
Norcros plc ("Norcros" or the "Company")
Publication and posting of Circular and Notice of General
Meeting
Further to the announcement made on 11 May 2022 in relation to
the proposed acquisition of Granfit Holdings Limited ("Grant
Westfield") (the "Acquisition"), Norcros has today published a
shareholder circular in connection with the Acquisition (the
"Circular") having received approval from the FCA. Further details
regarding the Acquisition can be found in the Circular.
The Acquisition is conditional upon, amongst other things, the
approval of the Company's shareholders. Accordingly, the Circular
contains a notice convening a general meeting of the Company (the
"General Meeting"), which is to be held at 10:00am on 30 May 2022
at the offices of Eversheds Sutherland (International) LLP, Two New
Bailey, 6 Stanley Street, Manchester, M3 5GX, at which an ordinary
resolution to approve the Acquisition will be proposed.
Copies of the Circular and Form of Proxy will be posted to the
Company's shareholders today. A copy of the Circular will shortly
be submitted to the FCA's National Storage Mechanism and will be
available for inspection on its website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Circular will also be available for inspection on Norcros' website
at https://www.norcros.com/investor-centre/ and, during usual
business hours on any business day, at the offices of Norcros at
Ladyfield House, Station Road, Wilmslow, Cheshire, SK9 1BU from the
date of the Circular up to and including the date of the General
Meeting.
Terms defined in the above-mentioned announcement made on 11 May
2022 have the same meanings in this announcement (this
"Announcement") unless the context provides otherwise.
This Announcement should be read in its entirety. In particular,
investors should read and understand the information provided in
the "Important Notices" section below.
For further information please contact:
Norcros plc Tel: 01625 547
700
Nick Kelsall, Chief Executive Officer
James Eyre, Chief Financial Officer
Numis Tel: 0207 260
1000
Richard Thomas
Jonathan Wilcox
William Baunton (ECM)
George De Felice
Hudson Sandler Tel: 0207 796
4133
Charlie Jack
Sophie Miles
IMPORTANT NOTICES
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by Numis, or by any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by Numis or any of its partners, directors,
officers, employees, advisers, consultants, affiliates or agents.
Save for any responsibilities or liabilities, if any, imposed on
Numis by the Financial Services and Markets Act 2000, as amended
("FSMA") or by the regulator regime established under it, no
responsibility or liability is accepted by Numis or any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents for any errors, omissions or inaccuracies in
such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting solely for the Company and no-one else in
connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
transactions and arrangements described in this Announcement.
Neither Numis nor its partners, directors, officers, employees,
advisers, consultants, affiliates or agents are responsible to
anyone other than the Company for providing the protections
afforded to clients of Numis or for providing advice in connection
with the contents of this Announcement or for any other matters
referred to herein.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and, except as required by applicable law or
regulation (including to meet the requirements of the FCA's Listing
Rules, MAR and/or FSMA), the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to
any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based. Statements contained in this
Announcement regarding past trends or activities should not be
taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
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END
NOGGZGMKMZNGZZM
(END) Dow Jones Newswires
May 12, 2022 07:08 ET (11:08 GMT)
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