TIDMFFY TIDMIRSH
RNS Number : 2334X
Fyffes PLC
17 February 2017
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 February 2017
RECOMMED ACQUISITION
of
FYFFES PLC
by
SWORDUS IRELAND HOLDING LIMITED
A WHOLLY-OWNED SUBSIDIARY OF
SUMITOMO CORPORATION
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER
CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
(the "Scheme")
Scheme becoming effective
Fyffes plc ("Fyffes") and Sumitomo Corporation ("Sumitomo") are
pleased to announce that the Scheme became effective today, 17
February 2017.
Despatch of cheques and crediting of CREST accounts for cash
consideration due under the Scheme will occur on 2 March 2017.
In addition, those persons holding Fyffes Shares as at 6.00 p.m.
on 16 February 2017 will be paid a final dividend in respect of
calendar year 2016 by Fyffes of EUR0.02 per share in cash. The
final dividend will be paid on 9 March 2017 to those persons who
are Fyffes Shareholders as of 6.00 p.m. on 16 February 2017.
Trading of Fyffes shares on AIM and ESM has been suspended from
7.30 a.m. today, 17 February 2017 and cancellation of Fyffes shares
to trading on AIM and ESM will take effect from 7.00 a.m. on 20
February 2017.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Enquiries:
Fyffes
Seamus Keenan (Company Secretary) +353 1 887 2700
Lazard (Financial Adviser to Fyffes)
Tim George / Alexander Hecker / Mario Skoff +1 212 632 6000
Marcus Taylor +44 20 7187 2000
Davy Corporate Finance (Financial Adviser to Fyffes)
Ivan Murphy / Fergal Meegan / Michael Hussey +353 1 679 6363
Wilson Hartnell PR (Public Relations Adviser to Fyffes)
Brian Bell / Sheila Gahan +353 1 669 0030
Sumitomo
Kenji Shinmori +81 (3) 5166 3100
J.P. Morgan (Financial Adviser to Sumitomo)
Dwayne Lysaght / Kirshlen Moodley / Will Matson +44 20 7742
4000
Brad Jaros / Barrett Frankel +1 888 963 5089
Powerscourt (Public Relations Adviser to Sumitomo)
Rory Godson / Jack Hickey (Ireland) +353 83 448 8339
Rob Greening / Nick Dibden (UK) +44 207 250 1446
Important Notices
The directors of Fyffes (the "Fyffes Directors") accept
responsibility for the information contained in this announcement
relating to Fyffes, the Fyffes Group and the Fyffes Directors and
members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the
Fyffes Directors (who, in each case, have taken all reasonable care
to ensure that 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.
The directors of Sumitomo (the "Sumitomo Directors") and the
directors of Swordus Ireland Holding Limited (the "Bidco
Directors") accept responsibility for the information contained in
this announcement other than that relating to Fyffes, the Fyffes
Group and the Fyffes Directors and members of their immediate
families, related trusts and persons connected with them. To the
best of the knowledge and belief of the Sumitomo Directors and the
Bidco Directors (who, in each case, have taken all reasonable care
to ensure that 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.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively as financial adviser to Fyffes and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Fyffes for providing the protections afforded to clients of Lazard
nor for providing advice in connection with the matters referred to
in this announcement. Neither Lazard 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 Lazard
in connection with this announcement, any statement contained
herein or otherwise.
J.P. Morgan Securities LLC, together with its affiliate J.P.
Morgan Limited (which conducts its UK investment banking business
as J.P. Morgan Cazenove and which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority) ("J.P.
Morgan"), is acting as financial adviser exclusively for Sumitomo
and no one else in connection with the Acquisition and the matters
set out 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 Sumitomo for providing
the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in relation to the
Acquisition, the contents of this announcement or any other matters
referred to herein.
Davy Corporate Finance, which is authorised and regulated by the
Central Bank of Ireland, is acting exclusively for Fyffes and no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Fyffes for providing the protections afforded to clients of Davy
Corporate Finance, or for providing advice in connection with the
matters 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 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 Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document, which contains
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any decision in
respect of, or other response to, the Acquisition, 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 Takeover 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 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 Takeover Rules
and the AIM Rules and ESM 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 Fyffes Shareholders who are resident in, or
citizens of, jurisdictions outside Ireland or the United Kingdom,
is drawn to the paragraph 15 (headed "Overseas shareholders") in
Part III of the Scheme Document.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, "interested" (directly or indirectly) in, 1%
or more of any class of "relevant securities" of Fyffes, all
"dealings" in any "relevant securities" of Fyffes (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 p.m. (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 Fyffes, 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 Takeover Rules, all
"dealings" in "relevant securities"' of Fyffes by Sumitomo or
Bidco, or by any party Acting in Concert 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 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 or fax number
+353 1 678 9289.
Publication on website and availability of hard copies
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 Fyffes website at www.fyffes.com by no
later than 12.00 p.m. on the business day following this
announcement and throughout the course of the Acquisition. The
contents of Fyffes website are not incorporated into, and do not
form part of, this announcement.
A Fyffes shareholder may request a copy of information
incorporated by reference into the Scheme Document in hard copy
form by writing to Fyffes plc, 29 North Anne Street, Dublin 7,
Ireland or by contacting the Company Secretary of Fyffes on +353 1
887 2700. Any written requests must include the identity of the
Fyffes shareholder and any hard copy documents will be posted to
the address of the Fyffes shareholder provided in the written
request.
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 Acquisition will not be made available, directly or
indirectly, in a Restricted Jurisdiction, and the Acquisition 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 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, Sumitomo, Bidco and Fyffes disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBLGDDCXBBGRR
(END) Dow Jones Newswires
February 17, 2017 11:46 ET (16:46 GMT)
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