17 Jun 2021 16:51
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
17 June 2021
Total Produce plc
(the "Company")
Results of the Scheme Meeting and Extraordinary General Meeting of the Company held at 11.00am and 11.l5am respectively on 17 June 2021.
Total Produce plc announces that all resolutions proposed at the Scheme Meeting and the Extraordinary General Meeting of the Company held in Dublin on 17 June 2021, were approved by its shareholders. All resolutions were voted on by way of a poll and the results are available at Company's website at: https://investors.totalproduce.com/investors/dole-transaction-2021.
The full text of these resolutions is set out in the Notices of the Scheme Meeting and EGM, which were included in the Circular sent to shareholders on 19 May 2021 and which are available on the Company's website at: https://investors.totalproduce.com/investors/dole-transaction-2021.
Completion of the Transaction remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Court Hearing. The expected timetable of principal events for the implementation of the Scheme is set out on page 10 of the Scheme Document. It is expected that an application will be made to the High Court next week to fix the date of the Court Hearing to sanction the Scheme on a date in July 2021. Once this date has been fixed, Total Produce will give notice of this date by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on Total Produce's website at https://www.totalproduce.com
Transaction update
On 17 February 2021 the Company announced that it had entered into an agreement to combine with Dole Food Company, Inc. under Dole plc, which will be a newly created company to become publicly listed in the U.S. (the "Transaction"). The Company recently announced that the antitrust conditions under the Transaction Agreement have been satisfied and that it has also successfully syndicated $1.44 billion of its financing arrangements for the purpose of the Transaction.
To find out more about the Transaction, please visit https://investors.totalproduce.com/dole-transaction-2021 and www.totaldole.com
For further information, please contact:
Jacinta Devine
Company Secretary Telephone: + 353 1 887 2722
Brian Bell, Wilson Hartnell PR
brian.bell@ogilvy.com + 353-1-669 0030
Blake Sonnenshein / Elizabeth Volpe, Brunswick Group
bsonnenshein@brunswickgroup.com / evolpe@brunswickgroup.com +1 212 333 3810
Ivan Murphy, Davy Corporate Finance
ivan.murphy@davy.ie >+353-1-679 6363
The directors of Total Produce accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Total Produce (who, in each case, have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Total Produce and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Total Produce for providing the protections afforded to clients of Goldman Sachs or its affiliates, nor for providing advice in relation to this announcement.
J & E Davy ("Davy"), which is regulated in Ireland by the Central Bank of Ireland, is acting for Total Produce and no one else in relation to the matters referred to in this announcement. In connection with such matters, Davy, its affiliates, directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Total Produce for providing the protections afforded to their clients or for providing advice in connection with the matters described in this announcement.This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Transaction will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any decision in respect of, or other response to, the Transaction, should be made only on the basis of the information contained in the Scheme Document.
This announcement does not constitute a prospectus or a prospectus equivalent document.
This announcement has been prepared for the purpose of complying with the laws of Ireland 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 of Ireland.
Overseas jurisdictions
The distribution, release or publication of this announcement in or into jurisdictions other than Ireland or the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Ireland or the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of such jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with Irish law, the AIM Rules and Euronext Growth Rules 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 Ireland.
The attention of Total Produce Shareholders who are resident in, or citizens of, jurisdictions outside Ireland or the United Kingdom, is drawn to paragraph 12 (headed "Overseas shareholders") in Part III of the Scheme Document.
Publication on website
A copy of this announcement (together with any document incorporated by reference) will be available, free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Total Produce's website at https://www.totalproduce.com by no later than 12.00 p.m. on the business day following this announcement and throughout the course of the Transaction. The contents of Total Produce's website are not incorporated into, and do not form part of, this announcement.
General
The laws of certain jurisdictions may affect the availability of the Transaction 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 any 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 Transaction disclaim any responsibility and liability for the violation of such restrictions by any person.
The Transaction will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the Transaction will not be capable of acceptance from within a Restricted Jurisdiction.
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 Transaction 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, Dole and Total Produce disclaim any responsibility or liability for the violations of any such restrictions by any person.