TIDMALNT
RNS Number : 5759H
Alent PLC
01 December 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 THAT
JURISDICTION
FOR IMMEDIATE RELEASE
Recommended Acquisition
of
Alent plc
(incorporated and registered in England and Wales with
registered number 08197966)
by
MacDermid Performance Acquisitions Ltd
(incorporated and registered in England and Wales with
registered number 09676745)
a wholly owned subsidiary of
Platform Specialty Products Corporation
(a Delaware corporation)
DIRECTOR DEPARTURES AND APPOINTMENT OF NEW DIRECTORS
On 13 July 2015, the Boards of Directors of Alent plc ("Alent")
and Platform Speciality Products Corporation ("Platform") announced
that they had reached agreement on the terms of a recommended offer
for the entire issued and to be issued share capital of Alent by
MacDermid Performance Acquisitions Ltd ("Bidco"), a wholly owned
subsidiary of Platform, 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 Alent to Scheme Shareholders
on 17 August 2015 (the "Scheme Document").
Alent and Platform announced earlier today that the Scheme had
become effective following the Court's sanction of the Scheme at
the Scheme Sanction Hearing held on 20 November 2015.
Director departures
As the Scheme has become effective, Alent duly announces that
the non-executive Chairman, Peter Hill CBE, will step down from the
Board of Alent as of today's date.
The following directors will also step down from the Board of
Alent as of today's date:
-- Andrew Heath (Chief Executive Officer)
-- David Egan (Group Finance Director)
-- Dr. Emma Fitzgerald (Non-executive Director)
-- Lars F rberg (Non-executive Director)
-- N el Harwerth (Non-executive Director and Chair of the Remuneration Committee)
-- Mark Williamson (Non-executive Director and Chair of the Audit Committee)
Appointment of new directors
Alent further wishes to announce that the following executive
directors have been appointed to the Board of Alent as of today's
date:
-- Frank Monteiro
-- Scot Benson
-- Roger Richards
-- Paul Bray
-- Terry Clarke
Other
Note that terms defined in the Scheme Document shall have the
same respective meanings when used in this announcement unless
otherwise defined herein.
For further information:
Platform Alent
Carey Dorman, Associate Director, Helen Barrett-Hague
Corporate Development and Investor Tel: +44 148 379 3293
Relations
Tel: 1-561-406-8465
Credit Suisse (Financial Adviser Rothschild (Lead Financial Adviser
to Platform and Bidco) and Rule 3 Adviser to Alent)
Spyros Svoronos Ravi Gupta
Joe Hannon Charles Montgomerie
Tel: +1 212 325 2000 Yuri Shakhmin
Tel: +44 207 888 8888 Tel: +44 207 280 5000
UBS (Financial Adviser and Corporate
Broker to Alent)
James Robertson
John Woolland
David Roberts
Tel: +44 207 567 8000
Liberum (Corporate Broker to
Alent)
Peter Tracey
Neil Patel
Anna Hartropp
Tel: +44 20 3100 2000
Weber Shandwick (PR adviser Pendomer Communications
to Platform) Charles Armitstead
Liz Cohen Tel: +44 20 3606 5224
Kelly Gawlik
Tel: +1 212 445 8000
Tel: +44 20 7067 0000
Important notices
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Alent
and no one else in connection with the Transaction and will not be
responsible to anyone other than Alent for providing the
protections afforded to clients of Rothschild or for providing
advice in connection with the Transaction or any matter referred to
herein.
UBS Limited ("UBS"), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for Alent and no one else in
connection with the Transaction and will not be responsible to
anyone other than Alent for providing the protections afforded to
clients of UBS or for providing advice in connection with the
Transaction or any matter referred to herein.
Liberum Capital Limited ("Liberum"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Alent and no one else in
connection with the Transaction, and will not be responsible to
anyone other than Alent for providing the protections afforded to
clients of Liberum nor for providing advice in connection with the
Transaction or any other matters referred to in this
announcement.
Credit Suisse Securities (Europe) Limited ("Credit Suisse"),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively
for Platform and Bidco in connection with the Transaction and no
one else and will not be responsible to anyone other than Platform
for providing the protections afforded to clients of Credit Suisse
or for providing advice in relation to the Transaction, or any
matter referred to herein.
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 Transaction or otherwise. The Transaction will be
implemented 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.
This announcement has been prepared for the purpose of complying
with English law 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.
Notice to Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and the availability
of the Transaction to Alent Shareholders who are not resident in
the UK may be affected by the laws of the relevant jurisdictions in
which they are resident. Persons who are not resident in the UK or
who are subject to other jurisdictions should inform themselves of,
and observe, any applicable requirements.
This announcement and the Scheme Document do not constitute, and
may not be used for the purposes of, an offer to sell or an
invitation or the solicitation of an offer to subscribe for or buy
any New Platform Shares by any person in any jurisdiction: (i) in
which such offer or invitation is not authorised; (ii) in which the
person making such offer or invitation is not qualified to do so;
or (iii) in which, or to any person to whom, it is unlawful to make
such offer, solicitation or invitation or would impose any
unfulfilled registration, publication or approval requirements on
Alent, Bidco, Platform, or any of their respective directors,
officers, agents and advisers. No action has been taken nor will be
taken in any jurisdiction by any such person that would permit a
public offering of the New Platform Shares in any jurisdiction
where action for that purpose is required, nor has any such action
been taken with respect to the possession or distribution of this
announcement other than in any jurisdiction where action for that
purpose is required. None of Alent, Bidco, Platform nor their
respective directors, officers, agents or advisers accept any
responsibility for any violation of any of these restrictions by
any other person.
Unless otherwise determined by Platform or required by the Code,
and permitted by applicable law and regulation, the Transaction
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any such means from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Transaction are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Transaction (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
Notice to Alent Shareholders in the US
(MORE TO FOLLOW) Dow Jones Newswires
December 01, 2015 07:21 ET (12:21 GMT)
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