Domino Printing Sciences PLC Scheme of arrangement (2431P)
June 04 2015 - 6:06AM
UK Regulatory
TIDMDNO
RNS Number : 2431P
Domino Printing Sciences PLC
04 June 2015
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 OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
4 June 2015
RECOMMENDED CASH ACQUISITION
of
Domino Printing Sciences plc ("Domino" or the "Company")
by
Brother Industries, Ltd. ("Brother")
Court sanction of scheme of arrangement
On 11 March 2015, the boards of Domino and Brother announced the
terms of a recommended acquisition by Brother of the entire issued
and to be issued share capital of Domino, to be effected by means
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). The scheme document in
connection with the Scheme was sent by Domino to Domino
Shareholders on 23 March 2015 (the "Scheme Document").
Domino and Brother are pleased to announce that the High Court
of Justice has, today, made an order sanctioning the Scheme under
section 899 of the Companies Act 2006 (without modification or
amendment) (the "Court Order").
There has been no change to the expected timetable for the
transaction announced by Domino on 27 April 2015.
It is expected that dealings in Domino Shares will be suspended
with effect from 5.00 p.m. (London time) on 5 June 2015, that the
Scheme will become effective upon the delivery of the Court Order
to the Registrar of Companies on 11 June 2015 and that the
cancellation of the listing of Domino Shares on the Official List
and admission to trading of Domino Shares on the London Stock
Exchange will take place by no later than 8.00 a.m.(London time) on
12 June 2015.
Other
Note that terms defined in the Scheme Document shall have the
same respective meanings when used in this announcement unless
otherwise defined herein.
Enquiries
Brother
Munetaka Fujii +81 52 824 2075
Yasuhiro Hashimoto +81 52 824 2072
Citi
(Sole financial adviser and Corporate Broker to Brother)
David Wormsley +44 20 7986 4000
Jan Skarbek
Sian Evans
Charles Lytle (Corporate Broking)
Domino
Richard Pryn +44 1954 781 888
Rothschild
(Financial adviser to Domino)
Ravi Gupta +44 20 7280 5000
Neil Thwaites
Sabina Pennings
Jefferies
(Corporate Broker to Domino)
Simon Hardy +44 20 7029 8000
Max Jones
Smithfield
(PR adviser to Domino)
Will Swan +44 20 7360 4900
Important Information
Citi is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK. Citi is acting exclusively as
financial adviser and corporate broker to Brother and no one else
in connection with the Acquisition and will not be responsible to
anyone other than Brother for providing the protections afforded to
clients of Citi nor for providing advice in connection with the
Acquisition or any matter referred to herein.
Rothschild is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK. Rothschild is acting exclusively as
financial adviser to Domino and no one else in connection with the
Acquisition and will not be responsible to anyone other than Domino
for providing the protections afforded to clients of Rothschild nor
for providing advice in connection with the Acquisition or any
matter referred to herein.
Jefferies, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Domino and
no one else in connection with the Acquisition and the other
matters referred to in this Announcement, and will not be
responsible to anyone other than Domino for providing the
protections afforded to clients of Jefferies, nor for providing
advice in relation to the Acquisition or in connection with the
other matters referred to in this announcement.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document and the accompanying
Forms of Proxy, which together contain the full terms and
Conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales and the 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. This
announcement does not constitute a prospectus or prospectus
equivalent document
Publication on Website
A copy of this announcement will be available free of charge,
subject to any applicable restrictions relating to persons resident
in Restricted Jurisdictions, on Brother's website at
www.brother.com/en/news/2015/150311_accept_e/list/index.htm and on
Domino's website at www.domino-printing.com/corporate by no later
than 12.00 p.m. (London time) on 5 June 2015.
For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this document unless
otherwise stated herein.
Availability of Hard Copies
Any person may request a hard copy of this announcement by
contacting Domino's registrars, Capita Asset Services, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or, between
9.00 a.m. and 5.30 p.m. on Monday to Friday (except UK public
holidays), on 0871 664 0321 from within the UK (calls cost 10p per
minute from a BT landline; other providers or other network costs
may vary) or on +44 (0)20 8639 3399 if calling from outside the UK
(calls from outside the UK will be charged at the applicable rate),
with your full name and the full address to which the hard copy may
be sent (calls may be recorded and monitored for training and
security purposes). 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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