Posting of Scheme Document
23 Octubre 2008 - 6:37AM
UK Regulatory
RNS Number : 5439G
Zenith Hygiene Group plc
23 October 2008
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction (including the United States,
Canada, Australia, the Republic of South Africa or Japan) where to do so would constitute a violation of the relevant laws of such
jurisdiction.
For immediate release
23 October 2008
Zenith Hygiene Group plc
("Zenith")
Posting of Scheme Document
Recommended cash offer by Pinnacle Bidco Holdings plc ("Bidco") for the whole of the issued and to be issued ordinary share capital of
Zenith to be implemented by means of a scheme of arrangement under section 899 of the Companies Act 2006
On 9 October 2008, the boards of Zenith and Bidco announced that a proposal had been agreed for the acquisition by Bidco of the entire
issued and to be issued share capital of Zenith (the "Offer"). The Offer is to be effected by way of a scheme of arrangement under section
899 of the Companies Act, which requires approval by Scheme Shareholders and the sanction of the Court. Zenith Shareholders have the option
to elect to take up the Cash Offer (which is the subject of a recommendation by the board of Zenith) or the Unlisted Securities Alternative
(which is not the subject of a recommendation by the board of Zenith).
Zenith announces that it is today posting a circular to Zenith Shareholders (the "Scheme Document") containing the terms of the Scheme,
notices convening the requisite Court Meeting and General Meeting, Forms of Proxy and Form of Election and details of the actions to be
taken by Zenith Shareholders.
As described in the Scheme Document, the Scheme will require, amongst other things, the approval at the Court Meeting, convened for
10.00 a.m. on 17 November 2008, of a majority in number of the Scheme Shareholders voting (in person or by proxy), representing at least 75
per cent. in nominal value of the Scheme Shares in respect of which votes are cast (either in person or by proxy), and the passing of the
Special Resolution at the General Meeting, convened for 10.15 a.m. on 17 November 2008. Both meetings are to be held on 17 November 2008 at
the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD.
A summary timetable is set out below:
Event Expected time and/or Note
date
in 2008
Latest time for receipt of Form of Proxy
for the:
- Court Meeting 10.00 a.m. on 15 1
November
- General Meeting 10.15 a.m. on 15 1
November
Voting Record Time for Court Meeting 6.00 p.m. on 15 2
November
Voting Record Time for General Meeting 6.00 p.m. on 15 2
November
Court Meeting 10.00 a.m. on 17
November
General Meeting 10.15 a.m. on 17 3
November
Latest time for receipt of Forms of 11.00 a.m. on 18
Election or settlement of TTE Instructions November
Latest time to revoke a Form of Election or 11.00 a.m. on 18
to cancel a TTE Instruction November
Last day of dealings in, and for 24 November 4
registration of transfer of, Zenith Shares
Suspension of trading in Zenith Shares 7.00 a.m. on 25
November
Scheme Record Time 6.00 p.m. on 25 4
November
Court Hearing of the petition to sanction 25 November
the Scheme
Effective Date of the Scheme 26 November 4
Cancellation of Zenith Shares' admission to 7.00 a.m. on 27
trading on AIM November
Latest day for posting of cheques in 10 December 4
respect of Cash Consideration and for
despatch of share certificates in respect
of Bidco Shares
Notes:
(1) If the Form of Proxy for the Court Meeting is not returned by this time, it may be handed to the Chairman of the Court Meeting
before the start of the meeting and will still be valid. However, in the case of the Form of Proxy for the General Meeting, it will be
invalid unless it is lodged with Equiniti so as to be received no later than 10.15 a.m. on 15 November 2008.
(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned Meeting will be 6.00 p.m.
on the day two days before the date of the reconvened Meeting.
(3) To commence at the time stated, or, if later, immediately after the conclusion or adjournment of the Court Meeting.
(4) These dates are indicative only and will depend on, amongst other things, the date upon which the Conditions are either satisfied or
(if capable of waiver) waived and the date upon which the Court sanctions the Scheme and the Order sanctioning the Scheme is delivered to
the Registrar of Companies.
Copies of the Scheme Document and the documents on display will be available for inspection at the offices of CMS Cameron McKenna LLP at
Mitre House, 160 Aldersgate Street, London EC1A 4DD as soon as practicable after this announcement until and including the Effective Date.
In addition, the Scheme Document will be available on Zenith's website: www.zenithcs.com
Separately, Bidco will write to the participants in the Zenith Share Option Scheme and any other Zenith Optionholders to inform them of
the effect of the implementation of the Scheme on their rights under the Zenith Share Option Scheme or otherwise.
The Scheme Document will contain the following statement by the Zenith Directors on the current trading of the Zenith Group:
"Revenues for the second half of the year ending 31 August 2008 are expected to be slightly lower than for the first half. The Zenith
Group is heavily exposed to the leisure, hotel and associated sectors, all of which are facing challenging trading conditions. Suppliers are
tightening their credit facilities and supply costs continue to rise, with phosphates, a material ingredient in many of the Zenith Group's
products, in limited supply. Paper suppliers have had their own production problems, with raw material shortages and increasing demand as
buyers repatriate demand from an increasingly costly Euro zone.
The Zenith Group's gross margin percentage has continued to improve through tighter controls but it has not been possible to pass on
price increases to customers to any significant extent, which will put pressure on the sustainability of the improved margins.
On 10 October 2008, Zenith entered into an agreement with RBS for an extension to its existing overdraft facility by an additional
�750,000. This is being made available to it, by way of interim funding, pending the Scheme becoming effective and the refinancing of the
RBS Debt being completed. The use of these Additional RBS Facilities is, however, subject to the terms of the Payment Memorandum of
Understanding between Bidco and Zenith.
The necessary investment in operational and financial infrastructure as identified in Zenith's Annual Report and Accounts for the
financial year ended 31 August 2007 has contributed to a material increase in second half operating costs, which have resulted in operating
cash outflows in the second half of the year ended 31 August 2008. Additional finance costs arising from the revised banking facilities
agreed on 22 February 2008 also had their full impact in the second half of the financial year."
Capitalised terms used, but not defined in this announcement have the same meaning as given to them in the Scheme Document.
Enquiries:
Zenith Hygiene Group plc Tel: 01707 255 081
Simon Barrell, Acting Non-Executive Chairman
Gavin Gracie, Group Chief Executive
Oriel Securities Limited (Financial Adviser to Zenith) Tel: 020 7710 7600
Michael Shaw
Pinnacle Bidco Holdings plc Tel: 020 7653 6620
Ringo Francis, Chief Executive Officer
Arvinder Walia, Chief Financial Officer
Strand Partners Limited (Financial Adviser to Bidco) Tel: 020 7409 3494
Stuart Faulkner
David Altberg
Merlin Financial & Business Communications (PR advisers to Bidco) Tel: 020 7653 6620
Paul Downes
Toby Bates
Strand Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Bidco and for no-one else in connection with the Proposal and will not be responsible to anyone other than Bidco for
providing the protections afforded to customers of Strand Partners Limited, nor for providing advice in relation to the Proposal or any
matters referred to herein.
Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Zenith and for no-one else in connection with the Proposal and will not be responsible to anyone other than Zenith for
providing the protections afforded to customers of Oriel Securities Limited, nor for providing advice in relation to the Proposal or any
matters referred to herein.
This announcement is not intended to and does not constitute or form any part of, an offer to sell or an invitation to purchase or the
solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the
Proposal or otherwise.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purpose of complying with English law 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 availability of the Proposal to persons not resident in the UK may be affected by the laws of the relevant jurisdiction in which
they are located. Persons who are not resident in the United Kingdom should inform themselves of and observe any applicable requirements.
The Proposal will be effected by way of scheme of arrangement under English law and is subject to UK disclosure requirements, which are
different from those of the United States or Canada. The Proposal will be subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, timetable, settlement procedures and timing of payments that are different from those applicable under US
or Canadian procedures and law.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent.
or more of any class of "relevant securities" of Zenith, all "dealings" in any "relevant securities" of Zenith (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 "dealings". This requirement will continue until the Offer lapses, is
withdrawn, or upon the "offer period" otherwise ending. 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 Zenith, 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 City Code, all "dealings" in "relevant securities" of Zenith, by Bidco or Zenith, or any of
their respective "associates", must also 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 whose "relevant securities" and "dealings" should be disclosed, and the number of
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 City 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, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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