TIDMCPS
RNS Number : 5090M
CPL Resources PLC
21 January 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
21 JANUARY 2021
Recommended acquisition of Cpl Resources plc by Outsourcing
Talent Ireland Limited, a wholly-owned subsidiary of OUTSOURCING
Inc.
Scheme is Effective
Cpl Resources plc ("Cpl") and OUTSOURCING Inc. ("OUTSOURCING")
are pleased to announce that the Scheme became effective today, 21
January 2021.
Despatch of cheques and crediting of CREST accounts for
Consideration due under the Scheme is expected to occur on 3
February 2021 and in any event by no later than 4 February 2021, in
accordance with the terms of the Scheme.
Trading of Cpl Shares on Euronext Growth and AIM has been
suspended from 7:30 a.m. today and cancellation of Cpl Shares to
trading on Euronext Growth and AIM will take effect from 7:00 a.m.
on 22 January 2021.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement ("Announcement") have the same
meanings as given to them in the scheme document published on 25
November 2020.
Enquiries:
Cpl
Anne Heraty (CEO) / Lorna Conn (CFO) +353 1 614 6000
Rothschild & Co (Financial Adviser to Cpl)
+44 (0) 20 7280
Robert Dunnett / Tim Day / Daniel Chetcuti 5000
Davy (Joint Corporate Broker, Euronext Growth
Advisor and NOMAD to Cpl)
Ivan Murphy / Daragh O'Reilly / Orla Cowzer +353 1 679 7788
FTI Consulting (Public Relations Adviser to Cpl)
+353 1 765 0888
/ +353 86 231 4135
Jonathan Neilan / Melanie Farrell / +353 86 401 5250
OUTSOURCING
Yuya Ono (Managing Executive Officer) +81-80-8260-5497
Nomura (Financial Adviser to OUTSOURCING)
Henry Phillips/ Masanori Kobayashi/ Gbolahan +44 (0) 207 102
Ladipo/ Shinya Matsuyama 1000
Drury Communications (Public Relations Adviser
to OUTSOURCING)
+353 1 260 5000/
Billy Murphy +353 87 231 3085
Statements required by the Takeover Rules
The Cpl Directors accept responsibility for the information
contained in this Announcement relating to Cpl. To the best of the
knowledge and belief of the Cpl Directors (who have taken all
reasonable care to ensure 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.
The directors of Bidco and OUTSOURCING accept responsibility for
the information contained in this Announcement relating to Bidco
and OUTSOURCING. To the best of the knowledge and belief of the
directors of Bidco and OUTSOURCING (who have taken all reasonable
care to ensure 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.
Rothschild & Co, which is authorised and regulated by the UK
Financial Conduct Authority, is acting as financial adviser to Cpl
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Cpl for providing the protections
afforded to clients of Rothschild & Co, nor for providing
advice in connection with the Acquisition or the other matters
referred to herein. Neither Rothschild & Co nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Rothschild & Co in connection with the Acquisition, this
Announcement, any statement contained herein or otherwise.
Nomura, which is authorised by the Prudential Regulation
Authority and regulated by the Prudential Regulation Authority and
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for OUTSOURCING and no one else in connection with the
Acquisition and Nomura, its affiliates and its respective officers,
employees, agents, representatives and/or associates will not
regard any other person as their client, nor will they be
responsible to anyone other than OUTSOURCING for providing the
protections afforded to clients of Nomura nor for giving advice in
relation to the Acquisition or any matter or arrangement referred
to in this Announcement.
Davy, which is authorised and regulated by the Central Bank of
Ireland, is acting exclusively for Cpl and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than Cpl for providing the
protections afforded to clients of Davy, or for providing advice in
connection with the matters referred to in this Announcement.
General
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
Ireland or the United Kingdom. Persons who are not resident in
Ireland or the United Kingdom, or who are subject to laws of any
jurisdiction other than Ireland or the United Kingdom, should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any restricted jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, OUTSOURCING Inc., Outsourcing Talent
Ireland Limited and Cpl disclaim any responsibility or liability
for the violations of any such restrictions by any person.
Publication on website
A copy of this Announcement will be available, free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on Cpl's website at www.cpl.com by no
later than 12.00 p.m. on the business day following this
Announcement. The contents of Cpl's website are not incorporated
into, and do not form part of, this Announcement.
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END
ACQFLFVSLVILFIL
(END) Dow Jones Newswires
January 21, 2021 09:45 ET (14:45 GMT)
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