REG - Norcros PLC - Publication and Posting of Circular

NorcrosAnnouncement

12/05/2022 12:15

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RNS Number : 3053L  Norcros PLC  12 May 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
NORCROS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF NORCROS PLC.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

12 May 2022

 

Norcros plc ("Norcros" or the "Company")

 

Publication and posting of Circular and Notice of General Meeting

 

Further to the announcement made on 11 May 2022 in relation to the proposed
acquisition of Granfit Holdings Limited ("Grant Westfield") (the
"Acquisition"), Norcros has today published a shareholder circular in
connection with the Acquisition (the "Circular") having received approval from
the FCA. Further details regarding the Acquisition can be found in the
Circular.

 

The Acquisition is conditional upon, amongst other things, the approval of the
Company's shareholders. Accordingly, the Circular contains a notice convening
a general meeting of the Company (the "General Meeting"), which is to be held
at 10:00am on 30 May 2022 at the offices of Eversheds Sutherland
(International) LLP, Two New Bailey, 6 Stanley Street, Manchester, M3 5GX, at
which an ordinary resolution to approve the Acquisition will be proposed.

 

Copies of the Circular and Form of Proxy will be posted to the Company's
shareholders today. A copy of the Circular will shortly be submitted to the
FCA's National Storage Mechanism and will be available for inspection on its
website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Circular will also be available for inspection on Norcros' website at
https://www.norcros.com/investor-centre/
(https://www.norcros.com/investor-centre/) and, during usual business hours on
any business day, at the offices of Norcros at Ladyfield House, Station Road,
Wilmslow, Cheshire, SK9 1BU from the date of the Circular up to and including
the date of the General Meeting.

 

Terms defined in the above-mentioned announcement made on 11 May 2022 have the
same meanings in this announcement (this "Announcement") unless the context
provides otherwise.

 

This Announcement should be read in its entirety. In particular, investors
should read and understand the information provided in the "Important Notices"
section below.

 

For further information please contact:

 Norcros plc                                                Tel: 01625 547 700
 Nick Kelsall, Chief Executive Officer
 James Eyre, Chief Financial Officer

 Numis                                                      Tel: 0207 260 1000
 Richard Thomas
 Jonathan Wilcox

 William Baunton (ECM)

 George De Felice

 Hudson Sandler                                             Tel: 0207 796 4133
 Charlie Jack

 Sophie Miles

 

 

IMPORTANT NOTICES

 

 

Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
by Numis, or by any of its partners, directors, officers, employees, advisers,
consultants, affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to any interested person or its advisers, and any liability
therefore is expressly disclaimed. None of the information in this
Announcement has been independently verified or approved by Numis or any of
its partners, directors, officers, employees, advisers, consultants,
affiliates or agents. Save for any responsibilities or liabilities, if any,
imposed on Numis by the Financial Services and Markets Act 2000, as amended
("FSMA") or by the regulator regime established under it, no responsibility or
liability is accepted by Numis or any of its partners, directors, officers,
employees, advisers, consultants, affiliates or agents for any errors,
omissions or inaccuracies in such information or opinions or for any loss,
cost or damage suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in connection
with this Announcement or from any acts or omissions of the Company in
relation to the Placing.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is
acting solely for the Company and no-one else in connection with the
transactions and arrangements described in this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described in this
Announcement. Neither Numis nor its partners, directors, officers, employees,
advisers, consultants, affiliates or agents are responsible to anyone other
than the Company for providing the protections afforded to clients of Numis or
for providing advice in connection with the contents of this Announcement or
for any other matters referred to herein.

Cautionary statements

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. The information contained
in this Announcement is subject to change without notice and, except as
required by applicable law or regulation (including to meet the requirements
of the FCA's Listing Rules, MAR and/or FSMA), the Company expressly disclaims
any obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statements are based.
Statements contained in this Announcement regarding past trends or activities
should not be taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

 

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