CPSP Clyde Process

 
TIDMCPSP 
 
Clyde Process Solutions plc 
 
17 February 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 
 
17 February 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") 
 
Result of Scheme Court Hearing 
 
Further to the announcement of 28 January 2011, CPS is pleased to announce that 
today, at the Scheme Court Hearing, the Court sanctioned the Scheme and the 
Scheme Court Order made at the Scheme Court Hearing will be delivered to the 
Registrar of Companies in England and Wales as soon as possible following the 
Reduction Court Hearing (conditional on the Reduction Court Order being 
granted). 
 
Accordingly, dealings in CPS Shares will be suspended with effect from 7.30 
a.m. on Monday 21 February. 
 
The Reduction Court Hearing is expected to take place on 21 February 2011 at 
which the Court will consider and, if though fit, make the Reduction Court 
Order to confirm the reduction of the share capital of the Company. 
 
If the Reduction Court Order is granted, then the Effective Date of the Scheme 
is expected to be 21 February 2011 and the cancellation of dealings in CPS 
Shares is expected to take effect from 7.00 a.m. on 22 February 2011. 
 
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                    4.30 p.m. on 18 February 
 
Suspension of dealings in CPS         7.30 a.m. on 21 February 
Shares and disablement of CPS 
Shares in CREST 
 
Scheme Effective Date                 21 February 
 
Cancellation of dealings in CPS       7.00 a.m. on 22 February 
Shares 
 
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 on 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 5000 
 
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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