TIDMCFGP
RNS Number : 2733D
Continental Farmers Group PLC
25 April 2013
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 LAWS OF
SUCH JURISDICTION
For Immediate Release
25 April 2013
CONTINENTAL FARMERS GROUP PLC
Recommended cash offer for Continental Farmers Group plc ("CFG")
by United Farmers Holding Company ("UFHC")
Posting of Scheme Document
On 28 March 2013, CFG and UFHC announced a recommended cash
offer for CFG by UFHC, to be effected by way of a scheme of
arrangement under section 157 of the Isle of Man Companies Act 2006
(the "Scheme").
CFG now announces that a circular relating to the Scheme (the
"Scheme Document") is being posted to CFG shareholders today. CFG
shareholders will receive the Scheme Document and a Form of Proxy
for use in connection with the Court Meeting as described below.
CFG shareholders holding shares in certificated form will also
receive a Form of Election which they may use to elect for the Cash
Alternative.
As set out in the Scheme Document, the Court Meeting will take
place on 16 May 2013 at 11.30 a.m. at 33-37 Athol Street, Douglas,
Isle of Man IM1 1LB to allow CFG Shareholders to vote on the
resolution required to approve and implement the Scheme. A full
description of the expected timetable, the terms and conditions of
the Scheme and the actions to be taken by CFG shareholders is set
out in the Scheme Document.
Completion of the Acquisition is conditional upon, amongst other
things, approval of the Scheme by CFG Shareholders at the Court
Meeting, the approval of the Acquisition by the Antimonopoly
Committee of Ukraine and completion of the Court process as further
set out in the Scheme Document. Subject to satisfaction or (where
applicable) waiver of the Conditions, the Scheme is expected to
become effective during June 2013.
The expected timetable of principal events is as follows:
Latest time for lodging Form of Proxy 11.30 a.m. on 14
May 2013(1)
Voting Record Time 6.00 p.m. on 14 May
2013(2)
Court Meeting 11.30 a.m. on 16
May 2013(3)
Latest time for lodging Form of Election 1.00 p.m. on 12 June
or settlement of a TTE Instruction 2013
in respect of the Cash Alternative
The following dates are indicative
only and are subject to change
Court Hearing to sanction the Scheme 11 June 2013(3)
Last day of dealings in, and for registration 12 June 2013
of transfer of, and disablement in
CREST of, CFG Shares
Scheme Record Time 6.00 p.m. on 12 June
2013
Court Order filed with Companies Registry 13 June 2013(3)
Effective Date 13 June 2013
Cancellation of admission to trading By 8.00 a.m. on 14
of CFG Shares on AIM and ESM June 2013
Latest date of despatch of cheques By 27 June 2013
and settlement through CREST
Long Stop Date 30 September 2013
All references to time are to London time, unless otherwise
stated.
Notes:
(1) It is requested that the Form of Proxy for the Court Meeting
be lodged before 11.30 a.m. on 14 May 2013. Forms of Proxy not so
lodged may be handed to the Chairman of the Court Meeting or to
representatives of Capita Registrars before the taking of the poll
at the Court Meeting.
(2) If the Court Meeting is adjourned, the Voting Record Time
for the adjourned meeting will be 6.00 p.m. on the day which is two
days before the adjourned meeting.
(3) Any adjournment of the Court Meeting or Court Hearing, or a
decision by the CFG Board to propose such an adjournment, must be
announced promptly by CFG in accordance with the requirements of
Rule 2.9 of the Code.
(4) These times and dates are indicative only and will depend,
among other things, on the date on which the Conditions set out in
Part 3 (Conditions and Further Terms to the Scheme and the
Acquisition) of the Scheme Document are satisfied or (where
applicable) waived. If any of the expected dates change, CFG will,
unless the Panel otherwise directs, give notice of the change by
issuing an announcement through a Regulatory Information Service. A
copy of any announcement amending this timetable issued pursuant to
this note will be published on CFG's website in accordance with
Rule 30.4 of the Code.
(5) Or such later date (if any) as UFHC and CFG may, with the
consent of the Panel, agree and (if required) the Court may
allow.
A copy of this announcement and the Scheme Document will be made
available on CFG's website at www.continentalfarmersgroup.com by no
later than 12 noon (London time) on 26 April 2013. For the
avoidance of doubt, the contents of that website are not
incorporated into, and do not form part of, this announcement.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the announcement dated 28 March
2013 referred to above.
Enquiries
CFG +44 (0) 7917 017 818
Mark Laird (Chief Executive)
Dickson Minto (Financial adviser
to CFG) +44 (0) 207 628 4455
Douglas Armstrong
Deloitte Corporate Finance
(Rule 3 adviser to CFG) +44 (0) 207 936 3000
James Lewis
Gavin Hood
Craig Lukins
Davy (Nomad and ESM adviser
to CFG) +353 1 679 6363
John Frain
Anthony Farrell
Murray Consultants (PR adviser
to CFG) +353 876 909 735
Joe Heron
Ernst & Young LLP (Financial
adviser to UFHC) +44 207 951 2000
Tim Medak
Mark Harrison
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise.
The Offer is being be made solely by means of the Scheme
Document, which contains the full terms and conditions of the
Offer, including details of how to vote in respect of the Scheme.
Any vote in respect of the Scheme or other response in relation to
the Offer should be made only on the basis of the information
contained in the Scheme Document.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them.
Dickson Minto W.S., which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for CFG and no one else in connection with the Offer
and will not be responsible to any person other than CFG for
providing the protections afforded to clients of Dickson Minto W.S.
or for providing advice in relation to the Offer, the contents of
this announcement or any matters referred to in this
announcement.
Deloitte Corporate Finance is acting for CFG and no one else in
connection with the Offer and will not be responsible to anyone
other than CFG for providing the protections afforded to clients of
Deloitte Corporate Finance or for providing advice in relation to
the Offer, the contents of this announcement or any matters
referred to in this announcement. Deloitte Corporate Finance is a
division of Deloitte LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority in respect of
regulated activities.
Davy, which is authorised and regulated in Ireland by the
Central Bank of Ireland, is acting as nominated adviser and ESM
adviser to CFG under the AIM Rules and the ESM Rules respectively
and no one else in connection with the Offer and will not be
responsible to anyone other than CFG for providing the protections
afforded to clients of Davy or for providing advice in relation to
the Offer, the contents of this announcement or any other matters
referred to in this announcement.
Ernst & Young LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting for
UFHC and no one else in connection with the Offer and will not
regard any other person (whether or not a recipient of this
document) as a client in relation to the Offer and will not be
responsible to anyone other than UFHC for providing the protections
afforded to its clients or for providing advice in relation to the
Offer or any matters referred to in this announcement.
Overseas jurisdictions
The availability of the Offer to CFG Shareholders who are not
resident in and citizens of the UK or the Isle of Man may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK or the Isle of Man should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions. Further details in relation to overseas
shareholders are contained in the Scheme Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK or the Isle of Man may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the UK or the Isle of Man
should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for violation of such
restrictions by any person.
This announcement has been prepared for the purposes of
complying with Isle of Man law, English law, the AIM Rules for
Companies, the ESM Rules for Companies and the 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 Isle of Man and
England.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 before the
deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% 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. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (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.
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).
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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Any person to whom this announcement is sent may request a hard
copy of this announcement (and any information incorporated by
reference in this announcement) by contacting Appleby Trust (Isle
of Man) Limited (the CFG registered agent) during business hours on
+44 (0)1624 647647 or by submitting a request in writing to Appleby
Trust (Isle of Man) Limited at 33-37 Athol Street, Douglas IM1 1LB,
Isle of Man. It is important to note that unless such a request is
made, a hard copy of this announcement and any such information
incorporated by reference in it will not be sent to any such
person. Any person to whom this announcement is sent may also
request that all future documents, announcements and information
sent to that person in relation to the Offer be in hard copy
form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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