REG - Norcros PLC - Proposed Acquisition of Merlyn Industries Limited <Origin Href="QuoteRef">NXR.L</Origin> - Part 2

NorcrosAnnouncement

02/11/2017 07:06

- Part 2: For the preceding part double click  ID:nRSB3627Va 

quotation of an Existing Ordinary Share as derived from SEDOL                                                                                                                                                                         
 Companies Act or Act                      the Companies Act 2006, as amended                                                                                                                                                                                                                              
 Company or the Issuer or Norcros          Norcros plc                                                                                                                                                                                                                                                     
 Completion                                completion of the Acquisition in accordance with the terms of the Acquisition Agreement                                                                                                                                                                         
 CREST                                     the relevant system (as defined in the CREST Regulations) for paperless settlement of sales and purchases of securities and the holding of shares in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations)    
 CREST Manual                              the rules governing the operation of CREST as published by Euroclear                                                                                                                                                                                            
 CREST member                              a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations)                                                                                                                                                            
 CREST personal member                     a CREST member admitted to CREST as a personal member                                                                                                                                                                                                           
 CREST Proxy Instruction                   has the meaning ascribed to it in the notes to the Notice of General Meeting                                                                                                                                                                                    
 CREST Regulations                         the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as applicable), as amended from time to time                                                                                                                                                     
 DBP                                       the Norcros plc 2011 Deferred Bonus Plan                                                                                                                                                                                                                        
 Directors                                 the directors of the Company, whose names appear in paragraph 2 of Part XIV (Persons Responsible, Directors, Senior Management and Corporate Governance) of this document, or the directors for the time being of the Company, as the context requires, and     
                                           "Director" shall be construed accordingly                                                                                                                                                                                                                       
 Disclosure Requirements                   Articles 17, 18 and 19 of the Market Abuse Regulation                                                                                                                                                                                                           
 document or Prospectus                    this combined circular and prospectus                                                                                                                                                                                                                           
 EEA or European Economic Area             the European Union, Iceland, Norway and Liechtenstein                                                                                                                                                                                                           
 EEA State or Member State                 a member state of the EEA or the European Union                                                                                                                                                                                                                 
 Enlarged Group                            the Group as enlarged by the Acquisition and the proceeds of the Capital Raising (following Completion and Admission, as applicable)                                                                                                                            
 Enlarged Share Capital                    the Ordinary Shares in issue in the capital of the Company immediately after Admission                                                                                                                                                                          
 Escrow                                    the meaning given to it in the Prospectus                                                                                                                                                                                                                       
 European Union or EU                      the economic and political union of Member States which are located primarily in Europe                                                                                                                                                                         
 Excess Application Facility               Applications under the Excess Application Facility shall be allocated in such manner as the Directors may determine, in their absolute discretion (and with the prior consent of Numis), and no assurance can be given that the applications for Excess Shares  
                                           by Qualifying Non-CREST Shareholders will be met in full or in part or at all. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter 
                                           by way of cheque or CREST payment, as appropriate.                                                                                                                                                                                                              
 Excess Entitlement                        in respect of each Qualifying Shareholder, the entitlement (in addition to his Open Offer Entitlement) to apply for Open Offer Shares up to the number of Open Offer Shares less his Open Offer Entitlement pursuant to the Excess Application Facility, which  
                                           is conditional on such Qualifying Shareholder agreeing to take up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Prospectus                                                               
 Excess Shares                             New Ordinary Shares in addition to his Open Offer Entitlement for which a Qualifying Shareholder may apply under the Excess Application Facility                                                                                                                
 Excluded Territories                      each of Australia, Canada, Japan, South Africa and the United States, and any other jurisdiction where the availability of the Capital Raising would breach any applicable laws or regulations and "Excluded Territory" shall mean any of them                  
 Existing Ordinary Shares                  the 61,653,134 Ordinary Shares in issue at the date of this document                                                                                                                                                                                            
 Facilities Agreement                      the agreement relating to the facilities referred to in paragraph 11.4 of Part XV of the Prospectus (as amended and restated by the Amendment and Restatement Agreement)                                                                                        
 FCA                                       the UK Financial Conduct Authority                                                                                                                                                                                                                              
 FCA Handbook                              the FCA's Handbook of Rules and Guidance                                                                                                                                                                                                                        
 Firm Placee                               means any person that has conditionally agreed to subscribe for Firm Placing Shares                                                                                                                                                                             
 Firm Placing                              means the conditional placing by Numis of the Firm Placing Shares on the terms and subject to the conditions contained in the Sponsor and Placing Agreement                                                                                                     
 Firm Placing Shares                       the 6,165,312 new Ordinary Shares which are to be issued pursuant to the Firm Placing                                                                                                                                                                           
 Form of Proxy                             the form of proxy enclosed with this document for use in connection with the General Meeting                                                                                                                                                                    
 FSMA                                      the Financial Services and Markets Act 2000, as amended                                                                                                                                                                                                         
 General Meeting                           the general meeting of the Company proposed to be held at the offices of Addleshaw Goddard LLP, One St Peter's Square, Manchester M2 3DE at 10.00 a.m. on 22 November 2017 to approve the Resolutions, the notice of which is contained in the Prospectus       
 Grant Thornton                            Grant Thornton UK LLP of Grant Thornton House, Melton Street Euston Square, Euston, London NW1 2EP                                                                                                                                                              
 Group                                     the Company and its subsidiaries and its subsidiary undertakings, and when the context requires, its associated undertakings                                                                                                                                    
 IFRS                                      International Financial Reporting Standards, as issued by the International Accounting Standards Board                                                                                                                                                          
 ISIN                                      International Securities Identification Number                                                                                                                                                                                                                  
 Latest Practicable Date                   1 November 2017                                                                                                                                                                                                                                                 
 Listing Rules                             the rules of the FCA relating to the admission to the Official List made by the FCA under section 73A(2) of FSMA                                                                                                                                                
 London Stock Exchange                     London Stock Exchange plc or its successor(s)                                                                                                                                                                                                                   
 Main Market                               the London Stock Exchange's main market for listed securities                                                                                                                                                                                                   
 Market Abuse Regulation                   Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and its implementing legislation                                                                                                                     
 Money Laundering Regulations              the Money Laundering Regulations (SI 2007 No.2157), as amended                                                                                                                                                                                                  
 New Ordinary Shares                       the Firm Placing Shares and the Open Offer Shares                                                                                                                                                                                                               
 Nomination Committee                      the nomination committee of the Board                                                                                                                                                                                                                           
 Non-PE Sellers                            Michael Hoyne, Barry Hoyne, Nicola Hoyne, Andrew Hoyne, Charlie Soden, Michael Kilcommons and Barandnic Holdings Limited                                                                                                                                        
 Notice of General Meeting                 the notice convening the General Meeting which is contained in the Prospectus                                                                                                                                                                                   
 Numis or Sponsor                          Numis Securities Limited of 10 Paternoster Square, London, EC4M 7LT                                                                                                                                                                                             
 Official List                             the Official List of the UK Listing Authority                                                                                                                                                                                                                   
 Open Offer                                the offer to Qualifying Shareholders constituting an offer to apply for the Open Offer Shares at the Offer Price on the terms and subject to the conditions set out in the Prospectus, and in the case of the Qualifying Non-CREST Shareholders, the Application 
                                           Form                                                                                                                                                                                                                                                            
 Open Offer Entitlement                    the pro rata entitlement of Qualifying Shareholders to subscribe for 10 Open Offer Share(s) for every 51 Existing Ordinary Shares registered in their name as at the Record Date, on and subject to the terms of the Open Offer                                 
 Open Offer Shares                         the 12,088,849 new Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer and to Placees pursuant to the Placing                                                                                                                   
 Ordinary Shares                           the ordinary shares of £0.10 in the capital of the Company from time to time                                                                                                                                                                                    
 Overseas Shareholders                     Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom                                                                                                                      
 Panel on Takeovers and Mergers            the UK Panel on Takeovers and Mergers                                                                                                                                                                                                                           
 Placee                                    any person who has agreed or shall agree to subscribe for Open Offer Shares pursuant to the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer                                                          
 Placing                                   the placing of the Open Offer Shares at the Offer Price to Placees by Numis in accordance with the terms of the Sponsor and Placing Agreement, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer                
 Placing Price                             172 pence per New Ordinary Share                                                                                                                                                                                                                                
 Plans                                     the APSP, the DBP and the SAYE (as those expressions are defined in paragraph 4 of the Prospectus                                                                                                                                                               
 pounds sterling or £                      the lawful currency of the United Kingdom                                                                                                                                                                                                                       
 Prospectus Rules                          the rules of the FCA made for the purposes of Part VI of FSMA in relation to offers of securities to the public and the admission of securities to trading on a regulated market                                                                                
 Purchaser                                 Norcros Group (Holdings) Limited, a wholly-owned subsidiary of the Company                                                                                                                                                                                      
 Qualifying CREST Shareholders             Qualifying Shareholders holding Ordinary Shares in uncertificated form on the Record Date                                                                                                                                                                       
 Qualifying Non-CREST Shareholders         Qualifying Shareholders holding Ordinary Shares in certificated form on the Record Date                                                                                                                                                                         
 Qualifying Shareholders                   holders of Ordinary Shares on the register of members of the Company at the Record Date with the exclusion of Overseas Shareholders with a registered address or resident in any Excluded Territory                                                             
 Receiving Agent or Capita                 Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU                                                                                                                                                                                
 Record Date                               5.00 p.m. on 31 October 2017                                                                                                                                                                                                                                    
 Refinancing                               the refinancing which will take effect when the Amendment and Restatement Agreement becomes effective                                                                                                                                                           
 Registrar                                 Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU                                                                                                                                                                                
 regulatory authority                      any central bank, ministry, governmental, quasi governmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational anti-trust or merger control authority), national, 
                                           state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or 
                                           professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including for the avoidance of doubt, the Panel on Takeovers and Mergers, the FCA, the UKLA and the London Stock Exchange                               
 Regulatory Information Service            one of the regulatory information services authorised by the UKLA to receive, process and disseminate regulatory information from listed companies                                                                                                              
 Regulation S                              Regulation S under the US Securities Act                                                                                                                                                                                                                        
 Remuneration Committee                    the remuneration committee of the Board                                                                                                                                                                                                                         
 Resolutions                               the resolutions set out in the Notice of General Meeting                                                                                                                                                                                                        
 SAYE                                      the Norcros plc Savings-Related Share Option Scheme 2017 and the Norcros plc Savings-Related Share Option Scheme 2007                                                                                                                                           
 SEDOL                                     the London Stock Exchange Daily Official List                                                                                                                                                                                                                   
 Sellers                                   the Non-PE Sellers and Winnipeg Lake Holdings Limited                                                                                                                                                                                                           
 Senior Independent Director               the "senior independent director", as referred to in the UK Corporate Governance Code                                                                                                                                                                           
 senior management                         certain members of the Group's management team named as senior management in the Prospectus                                                                                                                                                                     
 Shareholder                               a holder of Ordinary Shares for the time being                                                                                                                                                                                                                  
 Sponsor and Placing Agreement             the sponsor and placing agreement dated 2 November 2017 between the Company and Numis, details of which are set out in the Prospectus                                                                                                                           
 subsidiary                                the meaning given to it in the Companies Act                                                                                                                                                                                                                    
 subsidiary undertaking                    the meaning given to it in the Companies Act                                                                                                                                                                                                                    
 Transparency Rules                        the rules made under section 73A(6) of FSMA, which relate to major shareholdings and the notification and dissemination of information by issuers of transferable securities, and which are set out in chapters 4, 5 and 6 of the FCA's Disclosure Guidance and 
                                           Transparency Rules sourcebook                                                                                                                                                                                                                                   
 UK Corporate Governance Code              the UK Corporate Governance Code published by the Financial Reporting Council, as amended from time to time                                                                                                                                                     
 UK Listing Authority or UKLA              the FCA in its capacity as the competent authority for the purpose of Part VI of FSMA                                                                                                                                                                           
 uncertificated or in uncertificated form  in relation to a share or other security, a share or other security title in uncertificated form to which is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of 
                                           the CREST Regulations, may be transferred through CREST                                                                                                                                                                                                         
 United Kingdom or UK                      the United Kingdom of Great Britain and Northern Ireland                                                                                                                                                                                                        
 United States or US                       the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia                                                                                                                           
 US Securities Act                         US Securities Act of 1933, as amended                                                                                                                                                                                                                           
 USD, US dollars or $                      the lawful currency of the United States                                                                                                                                                                                                                        
 VAT                                       UK value added tax                                                                                                                                                                                                                                              
 wholly-owned subsidiary                   the meaning given to it in the Companies Act                                                                                                                                                                                                                    
 
 
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