TIDMLOAD
RNS Number : 0801P
Crestchic PLC
06 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
6 February 2023
RECOMMED CASH ACQUISITION
for
Crestchic plc ("Crestchic" or the "Company")
by
Aggreko Limited
("Aggreko")
to be implemented by means of a Scheme of Arrangement under Part
26 of the Companies Act 2006
Results of Court Meeting and General Meeting and satisfaction of
French foreign direct investment condition
On 8 December 2022, the boards of Aggreko and Crestchic
announced that they had reached agreement on the terms and
conditions of a recommended cash offer pursuant to which Aggreko
will acquire the entire issued and to be issued ordinary share
capital of Crestchic (the "Acquisition").
The Acquisition is to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). Full details of the Acquisition
were sent to the shareholders of Crestchic in the circular dated 22
December 2022 (the "Scheme Document"). Capitalised terms used and
not defined in this announcement have the meanings given to them in
the Scheme Document.
Crestchic is pleased to announce that, at the Court Meeting and
General Meeting held earlier today in connection with the
Acquisition:
-- the Scheme was approved by the requisite majority of Scheme
Shareholders at the Court Meeting; and
-- the Special Resolution in connection with the implementation
of the Scheme was passed by the requisite majority of Crestchic
Shareholders at the General Meeting.
Details of the resolutions proposed and passed are set out in
the notices of the Court Meeting and the General Meeting contained
in Parts 9 and 10 (respectively) of the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll conducted at
the Court Meeting. Each Scheme Shareholder, whether present in
person or by proxy, was entitled to one vote per Scheme Share held
at the Voting Record Time.
Scheme Shares voted Scheme Shareholders Number
voted of Scheme
Shares voted
as a % of
the total
Scheme Shares
Number %* Number %*
------------- ------- ---------- ----------
FOR** 18,974,213 96.62 59 85.51 67.29
------------- ------- ---------- ---------- ---------------
AGAINST 664,455 3.38 10 14.49 2.36
------------- ------- ---------- ---------- ---------------
TOTAL 19,638,668 100.00 60 100.00 69.65
------------- ------- ---------- ---------- ---------------
The aggregate of Scheme Shareholders voting for and against the
resolution exceeds the total number and percentage of Scheme
Shareholders who voted because 9 registered members gave
instructions for votes to be cast in favour of the resolution in
respect of part of their holding of Scheme Shares and against the
resolution in respect of another part of their holding of Scheme
Shares.
Voting results of the General Meeting
The table below sets out the results of the poll conducted at
the General Meeting. Each Crestchic Shareholder, whether present in
person or by proxy, was entitled to one vote per Crestchic Share
held at the Voting Record Time.
Number of Shares % of Shares voted*
voted
FOR** 18,989,057 96.58
----------------- -------------------
AGAINST 668,613 3.40
----------------- -------------------
WITHHELD*** 4,266 0.02
----------------- -------------------
TOTAL 19,661,936 100.00
----------------- -------------------
* Rounded to two decimal places.
** Incorporates proxy appointments which gave discretion to the
Chair of the meeting.
*** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
Special Resolution.
The total number of Shares in issue at the Voting Record Time
was 29,656,203. The Company holds 1,460,150 Shares in treasury.
Therefore, the total number of voting rights in Crestchic at the
Voting Record Time were 28,196,053.
Update on the French foreign direct investment condition
The boards of Aggreko and Crestchic are pleased to advise that
the French Minister of Economy has confirmed that the Acquisition
falls outside of the scope of relevant foreign direct investment
screening legislation and therefore Condition 3.2 of Section A of
Part 3 of the Scheme Document has been satisfied.
Next steps and timetable
The outcome of the Court Meeting and General Meeting means that
Conditions 2.1 and 2.2 (as set out in Part 3 of the Scheme
Document) have been satisfied. As noted above, Condition 3.2 of
Section A of Part 3 of the Scheme Document has also been satisfied.
The Scheme remains subject to the satisfaction or (where
applicable) waiver of the remaining Conditions and further terms
set out in the Scheme Document, including the Court sanctioning the
Scheme at the Court Hearing and delivery of a copy of the Court
Order to the Registrar of Companies.
The expected timetable of principal events is set out below. The
dates are indicative only and are subject to change.
Court Hearing 20 February 2023
Last day of dealings in, and 21 February 2023
for the registration of transfers
of, and disablement in CREST
of, Crestchic Shares
------------------------------
Scheme Record Time 6:00 p.m. on 21 February 2023
------------------------------
Suspension of listing of, and 7:30 a.m. on 22 February 2023
dealings in, Crestchic Shares
on AIM
------------------------------
Effective Date 22 February 2023
------------------------------
Cancellation of admission to 7:00 a.m. on 23 February 2023
trading of Crestchic Shares
on AIM
------------------------------
Latest date for dispatch of Within 14 days of Effective
cheques, and crediting of CREST Date
accounts and processing electronic
transfers due under the Scheme
------------------------------
Long Stop Date 11:59 p.m. on 31 May 2023
------------------------------
All references to times in this Announcement are to London,
United Kingdom times unless stated otherwise.
A further announcement will be made when the Scheme becomes
Effective .
For further information please call:
Crestchic plc
Peter Harris, Executive Chairman Tel: +44 (0)1283
Iwan Phillips, Finance Director 531645
Smith Square Partners LLP (Financial adviser to Crestchic)
John Craven Tel: +44 (0)20 3696
Angus Grierson 7260
Paul Baines
Shore Capital (Nominated Adviser and broker to Crestchic)
Robert Finlay Tel: +44 (0)20 7408
David Coaten 4050
Henry Willcocks
Buchanan Communications Ltd (public relations adviser
to Crestchic)
Charles Ryland Tel: +44 (0)207466
5000
Stephanie Whitmore
IMPORTANT NOTICES
Smith Square Partners, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Crestchic and
no one else in connection with the Offer and will not be
responsible to anyone other than Crestchic for providing the
protections afforded to clients of Smith Square Partners, or for
providing advice in connection with the Offer or any matter
referred to herein. Neither Smith Square Partners 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 Smith Square Partners in connection with this announcement, any
statement contained herein or otherwise.
Shore Capital which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Crestchic and no one
else in connection with the Offer and will not be responsible to
anyone other than Crestchic for providing the protections afforded
to clients of Shore Capital, or for providing advice in connection
with the Offer or any matter referred to herein. Neither Shore
Capital 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 Shore Capital in connection with this
announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Scheme
Document and the accompanying Forms of Proxy (or by any other
document by which the Offer is made), which will together contain
the full terms and conditions of the Offer, including details of
how to vote in respect of the Offer. Any decision in respect of, or
other response to, the Offer should be made only on the basis of
the information contained in the Scheme Document or any document by
which the Offer is made.
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law and City Code on Takeovers
and Mergers (the "Code") and information disclosed may not be the
same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions
outside England. Nothing in this Announcement should be relied on
for any other purpose.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore any
persons into whose possession this Announcement comes should inform
themselves of and observe such restrictions. Further details in
relation to the Overseas Shareholders are contained in the Scheme
Document. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Aggreko or required by the Code,
and permitted by applicable law and regulation, the Offer shall not
be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Scheme by
any such means from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this Announcement and
all documents relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this Announcement and all documents relating to the Offer
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Offer to Target Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
The Offer shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority the AIM Rules and the Registrar of Companies.
Forward--Looking Statements
This Announcement contains statements about Aggreko and
Crestchic that are or may be forward--looking statements. Forward
looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward looking statements. All statements, other than statements
of historical facts, may be forward--looking statements. Often, but
not always, forward--looking statements can be identified by the
use of forward--looking words such as "targets", "plans",
"prepares", "believes", "expects", "aims", "intends", "will",
"should", "could", "would", "may", "anticipates", "estimates",
"synergy", "cost--saving", "projects", "goal" or "strategy" or,
"does not expect", "is expected", "is subject to", "budget",
"projects", "scheduled", "forecasts", "intends", "cost-saving",
"intends", "anticipates" or "does not anticipate", or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Forward--looking statements may
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Aggreko's or Crestchic's
operations and potential synergies resulting from the Offer; and
(iii) the effects of government regulation on Aggreko's or
Crestchic's business.
These forward--looking statements are not guarantees of future
performance. Such forward--looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward--looking statements. Due to
such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward--looking statements, which speak
only as of the date of this Announcement. All subsequent oral or
written forward--looking statements attributable to Aggreko or
Crestchic or any of their respective members, directors, officers
or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Except as required by applicable law or regulatory obligation,
Aggreko and Crestchic disclaim any intention or obligation to
update or revise any forward--looking or other statements contained
in this Announcement, whether as a result of new information,
future events or otherwise.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit
forecast or profit estimate or quantified benefits statement for
any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for
Crestchic for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Crestchic.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 p.m. (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
securities exchange 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 Takeover 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement and the documents required to be published pursuant to
Rule 26 of the Code will be made available, free of charge, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on the Company's website (www.crestchicplc.com) no
later than 12 noon (London time) on 7 February 2023. The content of
the website referred to in this announcement and any websites
accessible from hyperlinks on these websites are not incorporated
into and do not form part of this announcement.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents in hard copy form free of charge. A person
may also request that all future documents, announcements and
information in relation to the Offer are sent to them in hard copy
form.
A hard copy of this Announcement may be requested by contacting
Crestchic's Registrar's on 0371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9:00 a.m. and 5:30 p.m., Monday
to Friday excluding public holidays in England and Wales. Please
note that the Company's Registrars cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
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END
MSCUNOBROUUURAR
(END) Dow Jones Newswires
February 06, 2023 12:34 ET (17:34 GMT)
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