1 Aug 2016 12:13
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release
1 August 2016
RECOMMENDED CASH AND SHARE OFFER
FOR
BRITISH POLYTHENE INDUSTRIES PLC
BY
RPC GROUP PLC
to be effected
by way of a Scheme of Arrangementunder Part 26 of the Companies Act 2006
Scheme Effective
On 28 July 2016, British Polythene Industries PLC ("BPI") announced that the High Court of Justice in England and Wales had sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended cash and share offer by RPC Group Plc ("RPC") for the entire issued and to be issued share capital of BPI (the "Offer") is being implemented.
BPI today announces that, following delivery of the Court Order to the Registrar of Companies, the Scheme has now become Effective in accordance with its terms and the entire issued and to be issued share capital of BPI is now owned by RPC.
A Scheme Shareholder on the register at the Scheme Record Time, being 6:00 p.m. (London time) on 29 July 2016, will receive 470 pence in cash and 0.60141 of a New RPC Share (or, in the case of Scheme Shares resulting from the exercise of options under the CSOP or SAYE, an amount in cash equivalent to the Offer Value) for each Scheme Share held. The consideration will be settled by RPC within 14 days of the date of this announcement. Full settlement details, including those relating to Scheme Shares issued pursuant to the exercise of options under the CSOP and SAYE, are more particularly set out in the Scheme Document published on 1 July 2016 in relation to the Offer.
Applications have been made to the UK Listing Authority and the London Stock Exchange, in relation to the delisting of BPI Shares from the premium listing segment of the Official List of the UK Listing Authority and the cancellation of the admission to trading of BPI Shares on the London Stock Exchange's main market for listed securities, which is expected to take place at 8:00 a.m. tomorrow, 2 August 2016.
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the website of BPI at www.bpipoly.com by no later than 12:00 noon (London time) on the business day following this announcement. Copies of the Scheme Document and further information about the Offer are also available on the same website.
In accordance with Rule 30.2 of the Takeover Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Investec on +44 (0) 207 597 4000. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.2 of the Takeover Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.
Enquiries:
British Polythene Industries PLC | 01475 501000 |
Cameron McLatchie, Chairman | |
John Langlands, Chief Executive | |
Investec Bank plc (Financial Adviser to BPI) | 0207 597 4000 |
Keith Anderson / James Rudd / William Godfrey | |
FTI Consulting | 0203 727 1000 |
Charles Palmer | |
Important Notices
Investec Bank plc, which is authorised by the PRA and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for BPI and no one else in connection with the Offer, and will not be responsible to anyone other than BPI for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.
This announcement does not constitute a prospectus or a prospectus equivalent document.
Capitalised terms in this announcement shall unless otherwise defined, have the same meanings as set out in the Scheme Document.