Daejan Holdings Plc - Court Sanction of the Scheme of Arrangement
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RECOMMENDED FINAL CASH OFFER
DAEJAN HOLDINGS PLC
DOCK NEWCO LIMITED
COURT SANCTION OF THE SCHEME OF ARRANGEMENT
On 21 February 2020, the board of directors of Dock Newco Limited ("Dock" or "BidCo") and the independent non-executive director (the "Daejan Independent Director") of Daejan Holdings plc ("Daejan") jointly announced a recommended final cash offer for the entire issued and to be issued share capital of Daejan not already owned directly or indirectly by the Freshwater Concert Party (the "Offer") to be effected by means of a scheme of arrangement between Daejan and the Relevant Daejan Shareholders under Part 26 of the Companies Act 2006 (the "Scheme") which was contained in a document sent to Daejan Shareholders on 3 April 2020 (the "Scheme Document").
Daejan hereby announces that the Court has today made an order sanctioning the Scheme under section 899 of the Companies Act.
Daejan confirms that, as expected, the last day for dealings in, and for registration or transfers of, and disablement of CREST for, Daejan Shares will be 6 May 2020; and, as also expected, the Scheme Record Time will be 6.00pm (London time) on 6 May 2020. Scheme Shareholders on Daejan's register of members at the Scheme Record Time will, subject to the Scheme becoming effective, be entitled to receive £80.50 in cash for each Scheme Share.
The latest time for lodging of Loan Note Forms of Election and TTE Instructions in respect of the Loan Note Alternative was 11.00 am (London time) on 4 May 2020. The issue of the Loan Notes was conditional on BidCo receiving valid elections with a nominal value at least equal to 15 per cent. of the total consideration payable by BidCo pursuant to the Offer, or such smaller aggregate nominal value as BidCo in its sole discretion may decide. The Company received valid elections from Scheme Shareholders in relation to 26,520 Scheme Shares which represents 0.79 per cent of the total number of Scheme Shares. As a result of the condition not having been satisfied, BidCo has decided to withdraw the Loan Note Alternative. Scheme Shareholders that had elected to receive Loan Notes will be entitled to receive £80.50 in cash for each Scheme Share instead.
The Scheme remains conditional on, and will become effective upon, the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 7 May 2020, at which time the Scheme will become effective.
The listing of Daejan Shares on the premium listing segment of the Official List of the FCA and the trading of Daejan Shares on the Main Market for listed securities of the London Stock Exchange will be suspended with effect from 7.30 am on 7 May 2020.
It is expected that the listing of Daejan Shares on the Official List of the FCA will be cancelled and Daejan Shares will cease to be admitted to trading on the Main Market for listed securities of the London Stock Exchange with effect from 8.00 am on 11 May 2020.
Scheme Shareholders' consideration under the terms of the Offer will be settled through CREST or despatched in the form of a cheque by no later than 21 May 2020.
A further announcement will be made when the Scheme has become effective and when the listing and admission to trading of Daejan Shares have been cancelled.
References to time are to London time. If any of the dates and/or times in this announcement change, the revised dates and/or times will be notified to Daejan Shareholders by announcement through a Regulatory Information Service and by making such announcement available on the following website: www.centremanor.com/documents.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.