TIDMPSK
RNS Number : 4483C
ProStrakan Group plc
08 March 2011
Not for release, publication or distribution, in whole or in
part, in, into or form any jurisdiction where to do so would
constitute a violation of the relevant laws of such
jurisdiction
8 March 2011
Recommended cash acquisition of ProStrakan Group plc by Kyowa
Hakko Kirin Co., Ltd.
Posting of Scheme Document
On 21 February 2011, the boards of Kyowa Hakko Kirin Co., Ltd.
("KHK") and ProStrakan Group plc ("ProStrakan") announced that they
had reached agreement on the terms of a recommended cash
acquisition by KHK of the entire issued and to be issued share
capital of ProStrakan (the "Acquisition"), to be implemented by way
of a scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").
Further to that announcement, the boards of KHK and ProStrakan
are pleased to announce that the Scheme Document relating to the
Acquisition is being posted to ProStrakan Shareholders today. The
Scheme Document contains, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an anticipated timetable of
principal events and details of the actions to be taken by the
ProStrakan Shareholders. Participants in the ProStrakan Share Plans
and holders of the ProStrakan Warrants will shortly be sent further
details of the actions they can take in respect of their
outstanding options, awards or warrants.
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 Freshfields Bruckhaus Deringer LLP at 65 Fleet Street,
London EC4Y 1HS on 31 March 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 Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London
EC4Y 1HS, during usual business hours on any weekday (Saturdays,
Sundays and public holidays excepted) until the conclusion of the
Court Meeting and the General Meeting. The Scheme Document has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.hemscott.com/nsm.do and a copy will
also be made available on the ProStrakan website at
www.prostrakan.com.
The anticipated timetable of principal events is as follows:
Event Time and/or date
(2011)
Latest time for lodging Forms of Proxy 10.00 a.m. on 29
for the Court Meeting March
Latest time for lodging Forms of Proxy 10.15 a.m. on 29
for the General Meeting March
Voting Record Time for Court Meeting 6.00 p.m. on 29
and General Meeting March
Court Meeting 10.00 a.m. on 31
March
General Meeting 10.15 a.m. on 31
March
The following dates may be subject to change
Scheme Record Time, suspension of listing 6.00 p.m. on 19
and dealings in ProStrakan Shares and April
disablement of ProStrakan Shares in CREST
Court hearing to sanction the Scheme 20 April
and confirm the Reduction of Capital
Effective Date 21 April
Cancellation of listing of ProStrakan By no later than
Shares 8.00 a.m. on 21
April
Despatch of cheques and settlement through 4 May
CREST
All references in the above timetable to times are to London
time (unless otherwise stated).
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the announcement of 21 February 2011.
This announcement will be made available on the ProStrakan
website at www.prostrakan.com.
Enquiries
Kyowa Hakko Kirin Co., Ltd. Telephone: +81 3 3282 0009
Tetsuro Kuga, General Manager, Corporate Communications
Yasuhiro Yamamoto, Corporate Communications
Bank of America Merrill Lynch
(Sole Financial Adviser and Corporate Broker to KHK)
Tokyo Telephone: +81 3 6225 7000
Akihiko Manaka
Isana Endo
London Telephone: +44 20 7996 1000
Rupert Hill
Glenn Rewick
ProStrakan Group plc Telephone: +44 1896 664000 Peter Allen,
Chairman and Acting Chief Executive
Allan Watson, Chief Financial Officer
Callum Spreng, Corporate Communications
J.P. Morgan Cazenove Telephone: +44 20 7742 4000
(Lead Financial Adviser and Joint Corporate Broker to
ProStrakan)
John Muncey
Dwayne Lysaght
Gina Gibson
Numis Securities Limited Telephone: +44 20 7260 1000
(Rule 3 Adviser and Joint Corporate Broker to ProStrakan)
Michael Meade
James Black
Bank of America Merrill Lynch is acting exclusively for KHK and
no-one else in connection with the Acquisition and will not be
responsible to anyone other than KHK for providing the protections
afforded to clients of Bank of America Merrill Lynch or for
providing advice in relation to the Acquisition or any other matter
referred to in this announcement.
J.P. Morgan plc, which operates its investment banking business
in the United Kingdom under the name J.P. Morgan Cazenove and which
is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for ProStrakan and no one
else in connection with the Acquisition and will not be responsible
to anyone other than ProStrakan for providing the protections
afforded to clients of J.P. Morgan plc or for providing advice in
connection with the Acquisition or any matter referred to in this
announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for ProStrakan and no-one else in connection with the
Acquisition and will not be responsible to anyone other than
ProStrakan for providing the protections afforded to clients of
Numis Securities Limited or for providing advice in connection with
the Acquisition or any other matter referred to in this
announcement.
This announcement is not intended to, and does not, constitute
or form part of an offer to sell, or otherwise dispose of, or
constitute an invitation or the solicitation of an offer to
purchase, subscribe for or otherwise acquire any securities or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Acquisition or otherwise nor shall there be any sale,
issuance or transfer of securities of ProStrakan in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document, which contains
the full terms and conditions of the Acquisition (including details
of how to vote in respect of the Scheme). Any vote in respect of
the Scheme or other response to the Acquisition should be made only
on the basis of the information contained in the Scheme
Document.
This announcement has been prepared for the purpose of complying
with English and Scots law, the Listing Rules, the rules of the
London Stock Exchange and the Takeover Code and the 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 the United Kingdom. The release,
publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with the applicable
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
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Shareholders in the United States should note that the Scheme
relates to the shares of a company incorporated in Scotland and
will be governed by Scots law. Neither the proxy solicitation nor
the tender offer rules under the US Securities Exchange Act of
1934, as amended, will apply to the Scheme. Moreover, the Scheme
will be subject to the disclosure requirements and practices and
procedures applicable to schemes of arrangement under Scots Law,
which differ from the disclosure and procedural requirements of the
US proxy solicitation rules and tender offer rules.
Forward Looking Statements
This announcement contains statements about KHK and ProStrakan
that are or may be forward looking statements. All statements other
than statements of historical facts included in this announcement
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans" "believes", "expects", "aims"," intends",
"will", "may", "anticipates", "estimates", "projects" or, words or
terms of similar substance or the negative thereof, are forward
looking statements. Such forward looking statements involve 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, including risks relating to the
successful integration of ProStrakan with KHK; higher than
anticipated costs relating to the integration of ProStrakan or
investment required in ProStrakan to realise expected benefits
and
facts relating to ProStrakan that may impact the timing or
amount of benefit realised from the acquisition that are unknown to
KHK. 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 hereof. KHK and ProStrakan disclaim any
obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is,
or becomes, "interested" (directly or indirectly) in 1 per cent. or
more of any class of "relevant securities" of ProStrakan, all
"dealings" in any "relevant securities" of ProStrakan (including by
means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will
continue until the date on which the Scheme becomes effective or
lapses or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of ProStrakan, they will be deemed to be a
single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in
"relevant securities" of ProStrakan by KHK or ProStrakan, or by any
of their respective "associates", must be disclosed by no later
than 12.00 noon (London time) on the business day following the
date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the
number of such securities in issue, can be found on the Panel's
website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8, please contact an independent financial adviser authorised under
the Financial Services and Markets Act 2000, consult the Panel's
website at www.thetakeoverpanel.org.uk or contact the Panel on
telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236
7013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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