TIDMCPS
RNS Number : 3505M
CPL Resources PLC
20 January 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
20 JANUARY 2021
Recommended acquisition of Cpl Resources plc by Outsourcing
Talent Ireland Limited, a wholly-owned subsidiary of OUTSOURCING
Inc.
Court Approval
The board of directors of Cpl Resources plc ("Cpl") announces
that the High Court has today approved the Scheme.
The Scheme shall become effective on delivery to the Registrar
of Companies of the Court Order and registration of the Court Order
by the Registrar of Companies. This is expected to occur on 21
January 2021. Accordingly, the Scheme is expected to take effect on
21 January 2021.
Trading of Cpl Shares on Euronext Growth and AIM will be
suspended from 7:30 a.m. on 21 January 2021 and cancellation of Cpl
Shares to trading on Euronext Growth and AIM will, subject to the
Scheme becoming effective on 21 January 2021, take effect from 7:00
a.m. on 22 January 2021.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement ("Announcement") have the same
meanings as given to them in the scheme document published on 25
November 2020.
Enquiries:
Cpl
Anne Heraty (CEO) / Lorna Conn (CFO) +353 1 614 6000
Rothschild & Co (Financial Adviser to Cpl)
+44 (0) 20 7280
Robert Dunnett / Tim Day / Daniel Chetcuti 5000
Davy (Joint Corporate Broker, Euronext Growth
Advisor and NOMAD to Cpl)
Ivan Murphy / Daragh O'Reilly / Orla Cowzer +353 1 679 7788
FTI Consulting (Public Relations Adviser to Cpl)
+353 1 765 0888
/ +353 86 231 4135
Jonathan Neilan / Melanie Farrell / +353 86 401 5250
Statements required by the Takeover Rules
The Cpl Directors accept responsibility for the information
contained in this Announcement. To the best of the knowledge and
belief of the Cpl Directors (who have taken all reasonable care to
ensure such is the case), the information contained in this
Announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Rothschild & Co, which is authorised and regulated by the UK
Financial Conduct Authority, is acting as financial adviser to Cpl
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Cpl for providing the protections
afforded to clients of Rothschild & Co, nor for providing
advice in connection with the Acquisition or the other matters
referred to herein. Neither Rothschild & Co 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 Rothschild & Co in connection with the Acquisition, this
Announcement, any statement contained herein or otherwise.
Davy, which is authorised and regulated by the Central Bank of
Ireland, is acting exclusively for Cpl and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than Cpl for providing the
protections afforded to clients of Davy, or for providing advice in
connection with the matters referred to in this Announcement.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, "interested" (directly or indirectly)
in, 1% or more of any class of "relevant securities" of Cpl, all
"dealings" in any "relevant securities" of Cpl (including by means
of an option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by not later than
3:30 pm (Irish time) on the "business day" in Dublin following the
date of the relevant transaction. This requirement will continue
until the date on which the "offer period" ends. If two or more
persons co-operate on the basis of any agreement, either express or
tacit, either oral or written, to acquire an "interest" in
"relevant securities" of Cpl, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all "dealings" in "relevant securities" of Cpl by OUTSOURCING Inc.
or Outsourcing Talent Ireland Limited, or by any party acting in
concert (as defined in the Irish Takeover Panel Act 1997 (as
amended)) with either of them, must also be disclosed by no later
than 12 noon (Irish time) on the business day in Dublin following
the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"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 Irish Takeover
Rules, which can also be found on the Irish Takeover 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 consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
General
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
Ireland or the United Kingdom. Persons who are not resident in
Ireland or the United Kingdom, or who are subject to laws of any
jurisdiction other than Ireland or the United Kingdom, should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any restricted jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, OUTSOURCING Inc., Outsourcing Talent
Ireland Limited and Cpl disclaim any responsibility or liability
for the violations of any such restrictions by any person.
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END
ACQDKKBBNBKDADB
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January 20, 2021 08:40 ET (13:40 GMT)
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