Date for Posting of Scheme Document
08 Diciembre 2010 - 1:00AM
UK Regulatory
TIDMCPSP
Clyde Process Solutions plc
8 December 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
8 December 2010
Recommended Acquisition of Clyde Process Solutions plc ("CPS") by S-Process
Equipment International S.á r.l. ("Schenck Process")
Date for Postingof Scheme Document
On 1 December 2010, the Boards of CPS and Schenck Process announced that they
had agreed the terms of a recommended acquisition by Schenck Process of the
entire issued and to be issued share capital of CPS, to be effected by a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Acquisition").
Further to that announcement, CPS and Schenck Process announce that the Panel
on Takeovers and Mergers has granted them an extension in respect of the normal
requirement under Rule 30.1 of the City Code on Takeovers and Mergers (the
"Code") to post the S cheme D ocument within 28 days of the announcement made
on
1 December 2010.
Accordingly, CPS and Schenck Process currently expect that the scheme document
will be posted to CPS Shareholders on or around Thursday 6 January 2011 . The
overall transaction timetable remains unaffected by this small delay to the
posting deadline and closing remains expected to occur in the first quarter of
2010.
Save where defined in this announcement, terms defined in the release of 1
December 2010 have the same meaning in this announcement.
Enquiries:
Schenck Process
Dr Jochen Weyrauch Tel: +49 6151 1531 2808
Greenhill (Financial Adviser to Schenck Process)
Greenhill London: Tel: +44 207 198 7400
Brian Cassin
Ross McCluskey
Greenhill Frankfurt: Tel: +49 69 272 272 00
Philip Meyer-Horn
Anthony Samengo-Turner
CPS Tel: +44 1355 575 000
Jim McColl
Alex Stewart
Cairn Financial Advisers (Financial Adviser to Tel: +44 207 7148 7900
CPS)
James Caithie
PricewaterhouseCoopers (Financial Adviser to CPS) Tel: +44 141 355 4000
David Leslie
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 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(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 prior to 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
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. 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 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.
END
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