CPSP Clyde Process

 
TIDMCPSP 
 
Clyde Process Solutions plc 
 
6 January 2011 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO 
 
6 January 2011 
 
Recommended Acquisition of Clyde Process Solutions plc ("CPS") by S-Process 
Equipment International S.à r.l. ("Schenck Process") through Schenck Process UK 
Limited (a majority-owned subsidiary of Schenck Process) ("Schenck Process UK") 
 
Posting of 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"). 
 
CPS and Schenck Process announce that CPS has today posted to CPS Shareholders 
a circular containing, amongst other things, the terms and conditions of the 
Acquisition, an explanatory statement in compliance with section 897 of the 
Companies Act 2006 and details of the action to be taken by CPS Shareholders 
(the "Scheme Document"). 
 
As described in the Scheme Document, to become effective, the Scheme will need 
to be approved at the Court Meeting and will require the passing of a special 
resolution at the General Meeting. Both the Court Meeting and the General 
Meeting will be held at the offices of Maclay Murray & Spens LLP at One London 
Wall, London, EC2Y 5AB on 28 January 2011, with the Court Meeting to commence 
at 10.00 a.m. and the General Meeting to commence at 10.15 a.m. (or as soon 
thereafter as the Court Meeting is concluded or adjourned). Notices of the 
Court Meeting and the General Meeting are set out in the Scheme Document. 
 
The Scheme Document is available for inspection at the offices of Maclay Murray 
& Spens LLP at One London Wall, London EC2Y 5AB during usual business hours on 
any weekday (Saturdays, Sundays and public holidays excepted) until the 
conclusion of the Court Meeting and the General Meeting. A copy of the Scheme 
Document will also be made available on the CPS website at 
www.clydeprocesssolutions.com. 
 
The anticipated timetable of principal events is as follows: 
 
Event                               Time and/or date (2011) 
 
Latest time for lodging Forms of    10.00 a.m. on 26 January 
Proxy for the Court Meeting 
 
Latest time for lodging Forms of    10.15 a.m. on 26 January 
Proxy for the General Meeting 
 
Voting Record Time for Court        6.00 p.m. on 26 January 
Meeting and 
 
General Meeting 
 
Court Meeting                       10.00 a.m. on 28 January 
 
General Meeting                     10.15 a.m. on 28 January* 
 
Last day for dealing in CPS Shares  18 February 
 
Scheme Record Time, suspension of   4.30 p.m. on 18 February 
listing and dealings in CPS Shares 
and disablement of CPS Shares in 
CREST 
 
Scheme Effective Date               21 February 
 
Despatch of cheques and settlement  by 7 March 
through CREST 
 
*Or as soon thereafter as the Court Meeting shall have concluded or been 
adjourned. 
 
All references in the above timetable to times are to London time unless 
otherwise stated. 
 
This announcement will be made available on the CPS website at 
www.clydeprocesssolutions.com. 
 
Save where defined in this announcement, terms defined in the press 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                                       Tel: +44 207 583 5000 
 
Andrew Perkin 
 
Cairn Financial Advisers, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting as financial adviser to 
CPS and no one else in connection with the Acquisition, and will not be 
responsible to anyone other than CPS for providing the protections afforded to 
clients of Cairn Financial Advisers or for providing advice in relation to the 
Acquisition or any other matters referred to in this document. 
 
Greenhill, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for Schenck Process and no one else in 
connection with the Acquisition and will not be responsible to anyone else in 
connection with the Acquisition, and will not be responsible to anyone other 
than Schenck Process for providing the protections afforded to clients of 
Greenhill or for providing advice in relation to the Acquisition or any other 
matters referred to in this document. 
 
PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting as financial adviser to CPS and 
no one else in connection with the Acquisition, and will not be responsible to 
anyone other than CPS for providing the protections afforded to clients of 
PricewaterhouseCoopers or for providing advice in relation to the Acquisition 
or any other matters referred to in this document. 
 
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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