CPSP Clyde Process

 
TIDMCPSP 
 
Clyde Process Solutions plc 
 
28 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 
 
28 January 2011 
 
Recommended Acquisition of Clyde Process Solutions plc ("CPS" or the "Company") 
by S-Process Equipment International S.á r.l. ("Schenck Process") (the 
"Acquisition") 
 
Results of shareholder meetings 
 
The Company is pleased to announce that, at the two meetings convened earlier 
today in respect of the Acquisition, the resolutions proposed at both meetings 
were duly passed by the requisite majorities. 
 
Result of Court Meeting 
 
 
 
The first meeting, convened in accordance with an order of the Court (the 
"Court Meeting"), sought approval from CPS Shareholders for the Scheme of 
Arrangement (the "Scheme") through which the Acquisition is to be effected. The 
vote was conducted by way of a poll and the results were as follows: 
 
 
 
             Number of    Percentage   Number of    Percentage of Number of 
             Scheme       of Scheme    Scheme       Scheme        Scheme Shares 
             Shares voted Shares voted Shareholders Shareholders  voted as a 
                          (%)          who voted    who voted (%) percentage of 
                                                                  the total 
                                                                  number of 
                                                                  Scheme Shares 
                                                                  (%) 
 
FOR          29,303,322   99.95        119          94.44         72.57 
 
AGAINST      13,769       0.05         7            5.56          0.03 
 
 
 
Accordingly, the resolution was duly passed. 
 
 
 
Result of General Meeting 
 
 
 
The second meeting, a general meeting of CPS Shareholders, sought approval from 
CPS Shareholders for matters concerned with the implementation of the Scheme. 
The vote was conducted by way of a poll and the results were as follows: 
 
 
 
                         Number of CPS Shares voted Percentage of CPS Shares 
                                                    voted (%) 
 
FOR                      29,326,382                 99.95 
 
AGAINST                  13,769                     0.05 
 
VOTE WITHHELD*           6,000                      0.02 
 
*A vote withheld is not a vote in law and is not counted in the calculations of 
the proportion of the CPS Shares for or against the resolution. 
 
Accordingly, the resolution was duly passed. 
 
Next steps 
 
Completion of the Scheme remains subject to the satisfaction or, if 
appropriate, waiver of the conditions of the Scheme set out in the Scheme 
Document dated 6 January 2011 (the "Scheme Document") including, inter alia, 
the sanction of the Scheme and confirmation of the Reduction of Capital by the 
Court. The Court hearings to sanction the Scheme and confirm the Reduction of 
Capital are expected to take place on 17 February 2011 and 21 February 2011, 
respectively. It is expected that the Scheme will become effective on 21 
February 2011. 
 
The dates stated above are indicative only and will depend, amongst other 
things, on the date upon which the Court sanctions the Scheme and confirms the 
associated Reduction of Capital and the date on which the conditions set out in 
the Scheme Document are satisfied or (if capable of waiver) waived. If any of 
the expected dates change, the Company will, unless the Panel otherwise 
directs, give notice of any change by issuing an announcement through a 
Regulatory Information Service. 
 
Merger approvals 
 
The Company is also pleased to report that Schenck Process has confirmed to the 
CPS Board that the Acquisition has received clearance from the national 
competition authorities in each of Austria, Cyprus, Russia and the Ukraine. 
This satisfied conditions (b) to (e) of the Scheme. 
 
Payment of interim dividend 
 
The Company has previously announced that, if the shareholder resolutions 
necessary to implement the Acquisition were passed, the schedule for the 
payment of the interim dividend of 0.4 pence per CPS Shares in respect of the 
half year ended 31 August 2010 would be modified to facilitate the payment of 
the dividend within the expected timetable of the Acquisition.  Accordingly, 
the Company will pay the interim dividend on 21 February 2011 to all CPS 
Shareholders on the register at the close of business on 4 February 2011. 
Shareholders should note that, in order to accommodate procedural requirements, 
the schedule for payment of the interim dividend (including the record date for 
such payment) previously announced by the Company has been modified. 
 
Anticipated timetable 
 
The anticipated timetable of principal events is as follows: 
 
Event                                 Time and/or date (2011) 
 
Last day for dealing in CPS           18 February 
Shares 
 
Scheme Record Time, suspension        4.30 p.m. on 18 February 
of listing and dealings in CPS 
Shares and disablement of CPS 
Shares in CREST 
 
Scheme Effective Date                 21 February 
 
Despatch of cheques and               by 7 March 
settlement through CREST 
 
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 announcement of 
the proposed Acquisition 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: +44 207 148 7900 
CPS) 
 
James Caithie 
 
PricewaterhouseCoopers (Financial Adviser to CPS)  Tel: +44 207 583 3000 
 
Andrew Perkin 
 
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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