Conduit Hldg Regulatory News (CRE)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

21 December 2016

Recommended acquisition of Creston plc ("Creston")

by

RedWhiteBlue Digital Marketing Services Holdings Ltd ("Bidco")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Court Sanction of the Scheme of Arrangement

On 17 November 2016, the Boards of Creston and Bidco announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco would acquire the entire issued share capital of Creston (the "Acquisition"). As outlined in that announcement, the Acquisition is to be effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). On 16 December 2016, the Scheme was approved by the Scheme Shareholders at the Court Meeting.

Creston and Bidco are pleased to announce that the High Court of Justice of England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act 2006. 

Next steps

Creston confirms that the Scheme Record Time for the Scheme will occur at 6.00 p.m. later today, 21 December 2016. Scheme Shareholders on Creston's register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to be paid the Cash Price of 125 pence for each Creston Share held.

A request has been made for the suspension of the listing of Creston Shares on the premium listing segment of the Official List and the admission to trading of Creston Shares on the London Stock Exchange's Main Market, with effect from 7.30 a.m. (London time) tomorrow, 22 December 2016. It is expected that the last day of dealings in Creston Shares will, therefore, be today and that, once suspended, it is not expected the trading in Creston Shares will recommence.

It is expected that the Scheme will become Effective tomorrow, 22 December 2016 and that the listing of the Creston Shares on the premium listing segment of the Official List and the trading of Creston Shares on the London Stock Exchange's Main Market will each be cancelled with effect from 8.00 a.m. on 23 December 2016.

Further announcements will be made when the Scheme has become Effective and when the admission to  listing and admission to trading of Creston Shares have each been cancelled.

Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the scheme document sent to Creston Shareholders on 25 November 2016.

If any of the key dates set out in the expected timetable change, Creston will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions relating to persons in Restricted Jurisdictions, also be available on Creston's website at www.creston.com.

In accordance with Rule 2.9 of the Takeover Code, Creston confirms that, as at the time of this announcement, and as a result of the transfer out of treasury of 1,282,420 Creston Shares to satisfy the vesting of certain share awards granted under Creston's long term incentive plans, it has 59,965,016 ordinary shares of 10 pence each in issue (outside of treasury) admitted to trading on the London Stock Exchange's market for listed securities. The International Securities Identification Number for Creston Shares is GB0004440284.

Important notices

This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Creston and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Creston for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the matters referred to in this announcement.

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as corporate broker to Creston and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Creston for providing the protections afforded to clients of Liberum nor for providing advice in relation to the matters referred to in this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom, and the ability of Creston Shareholders who are not resident in the United Kingdom to participate in the Acquisition, may be restricted by relevant laws and/or regulations. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom, or Creston Shareholders who are not resident in the United Kingdom, should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition is not being made, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

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. Further details in relation to Creston Shareholders in overseas jurisdictions is contained in the Scheme Document.

Notice to US investors

Creston Shareholders in the United States should note that the Acquisition relates to the shares of an English company that is not registered under the US Exchange Act and is proposed to be effected by means of a scheme of arrangement provided for under English law, the Takeover Code and UK disclosure requirements. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition, this announcement and certain other documents related to the Acquisition are subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules under the US Exchange Act. Creston's financial statements, and all financial information that is included in documents relating to the Acquisition, have been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Acquisition or passed any opinion upon the adequacy or completeness of this announcement or any other documents related to the Acquisition. It may be difficult for US holders of Creston Shares to enforce their rights and any claim arising out of US federal laws, since Creston and certain affiliates of Bidco are located in a non-US jurisdiction and some or all of their officers and directors may be resident in a non-US jurisdiction. US holders of Creston Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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, 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on website and hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Creston's website at www.creston.com by no later than 12.00 noon (London time) on 22 December 2016 (being the business day following the date of this announcement). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Creston Shareholders may request a copy of this announcement (and any information incorporated into it by reference to another source) by submitting a request in writing to Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling Capita Asset Services on 0871 664 0300 (or, if calling from outside the United Kingdom, on +44 371 664 0300). Calls to the 0871 664 0300 number cost 12 pence per minute plus your phone company's access charge. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that no advice on the Acquisition or its merits, nor any legal, taxation or financial advice, can be given. Your attention is drawn to the fact that a hard copy of this announcement will not be sent to you unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.