Publication of Scheme Document
29/11/2023 08:20
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RNS Number : 0574V ScS Group PLC 29 November 2023
Not for release, publication or distribution (in whole or in part, directly or
indirectly) in, into or from any jurisdiction where to do so would constitute
a violation of the relevant laws or regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
29 November 2023
Recommended Cash OFFER FOR
SCS GROUP PLC
BY
CEREZZOLA LIMITED
(a wholly-owned subsidiary of Poltronesofà S.p.A)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
On 24 October 2023, the boards of Cerezzola Limited ("BidCo"), a newly
incorporated wholly-owned subsidiary of Poltronesofà S.p.A ("Poltronesofà"),
and ScS Group Plc ("ScS") announced that they had reached agreement on the
terms of a recommended cash offer by BidCo to acquire the entire issued and to
be issued ordinary share capital of ScS (the "Acquisition"). The Acquisition
is being implemented by means of a court sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Publication of the Scheme Document
The board of ScS is pleased to announce that a circular in relation to the
Scheme (the "Scheme Document"), containing, among other things, a letter from
the Chairman of ScS, an explanatory statement pursuant to section 897 of the
Companies Act 2006, the full terms and conditions of the Scheme, an expected
timetable of principal events, notices of the Court Meeting and General
Meeting (together, the "Meetings") and details of the action to be taken by
ScS Shareholders, is being published today on ScS's website at
www.scsplc.co.uk/investors/offer-for-scs-group-plc/
(http://www.scsplc.co.uk/investors/offer-for-scs-group-plc/) and on
Poltronesofà's website at www.poltronesofa-offer.com.
Hard copies of the Scheme Document and/or a website notification of
availability are being sent to ScS Shareholders. Hard copies of Forms of Proxy
for the Meetings are also being posted to ScS Shareholders.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document.
The contents of ScS's and Bidco's website are not incorporated into, and do
not form part of, this announcement.
Notices of the Court Meeting and the General Meeting and actions required
As detailed further in the Scheme Document, in order to become Effective, the
Scheme requires, among other things, the approval of a majority in number of
the Scheme Shareholders present and voting (and entitled to vote), whether in
person or by proxy, at the Court Meeting, representing not less than 75 per
cent. in value of the Scheme Shares held by those Scheme Shareholders who have
voted at the Court Meeting. In addition, the Resolution must be passed at the
General Meeting by ScS Shareholders representing not less than 75 per cent. of
the votes validly cast on such Resolution, whether in person or by proxy, at
the General Meeting. Following the Court Meeting and the General Meeting and
the satisfaction (or, where applicable, waiver) of the other Conditions (which
includes the Regulatory Conditions), the Scheme must also be sanctioned by the
Court.
Notices of the Court Meeting and the General Meeting each of which will be
held at the offices of Ward Hadaway LLP, on 21 December 2023 (unless postponed
or adjourned) at 10.30 a.m. and 10.45 a.m., respectively (or, in the case of
the General Meeting, as soon thereafter as the Court Meeting has been
concluded or adjourned) are set out in the Scheme Document.
It is important that, for the Court Meeting, as many votes as possible are
cast so that the Court may be satisfied that there is a fair representation of
the opinion of Scheme Shareholders. Whether or not Scheme Shareholders intend
to attend and/or vote at the Court Meeting and the General Meeting, they are
strongly advised to sign and return their Forms of Proxy as soon as possible.
Scheme Shareholders are also strongly encouraged, in respect of the Court
Meeting and the General Meeting, to appoint "the Chair of the meeting" as
their proxy.
Recommendation
The ScS Directors, who have been so advised by Shore Capital as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their advice to the ScS Directors, Shore
Capital has taken into account the commercial assessments of the ScS
Directors. Shore Capital is providing independent financial advice to the ScS
Directors for the purposes of Rule 3 of the Code.
Accordingly, the ScS Directors recommend unanimously that Scheme Shareholders
vote in favour (or procure votes in favour) of the Scheme at the Court
Meeting and the ScS Shareholders vote in favour (or procure votes in favour)
of the Resolution at the General Meeting as the ScS Directors who hold ScS
Shares as at the date of the Scheme Document have irrevocably undertaken to do
(or procure to be done) in respect of their own beneficial holdings, amounting
to 308,939 ScS Shares in aggregate, representing approximately 0.9 per cent.
of ScS Shares entitled to vote at the Court Meeting and 0.9 per cent. of the
ordinary share capital of ScS as at the Latest Practicable Date.
Timetable
The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. Subject to obtaining the approval of the requisite majority of
Scheme Shareholders at the Court Meeting, the requisite majority of ScS
Shareholders at the General Meeting, the sanction of the Court and the
satisfaction or, where applicable, waiver of the Conditions (as set out in the
Scheme Document), the Scheme is expected to become Effective during Q1 2024.
If any of the key dates set out in the timetable change, notice of this change
will be made by the issuance of an announcement through a Regulatory
Information Service.
Additional information
If you have not received all the relevant documents or have any questions
relating to this announcement, the Scheme Document, the Court Meeting and/or
the General Meeting, the completion and return of the Forms of Proxy, or the
other forms accompanying the Scheme Document, please contact the Shareholder
Helpline, on +44 (0)371 384 2050. The helpline is open between 8.30 a.m. and
5.30 p.m. Monday to Friday (except English and Welsh public holidays). Calls
are charged at the standard geographical rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Please ensure the country code is used if calling from outside the
United Kingdom. Please note that calls are recorded for security and training
purposes and the Shareholder Helpline operators cannot provide advice on the
merits of the Scheme or the Acquisition, nor give financial, tax, investment
or legal advice.
Enquiries
Poltronesofà +39 0543 757011
Renzo Ricci, Chief Executive Officer
Nicola Sautto, Chief Financial Officer
Goldman Sachs (Financial adviser to Poltronesofà) +44 (0)207 774 1000
Chris Emmerson
Giuseppe Pipitone
ScS Group plc +44 (0)20 7466 5000
Steve Carson, Chief Executive Officer
Mark Fleetwood, Chief Financial Officer
Chris Muir, Executive Director
Shore Capital (Financial adviser and Broker to ScS) +44 (0)20 7408 4050
Patrick Castle
James Thomas
Iain Sexton
Ben Canning
Buchanan Communications Limited (Financial PR adviser to ScS) +44 (0)20 7466 5000
Richard Oldworth scs@buchanan.uk.com
Toto Berger
Verity Parker
Image Building S.r.l. (Financial PR adviser to Poltronesofà) +39 0289 011300
Giuliana Paoletti poltronesofa@imagebuilding.it
Rafaella Casula
Giusy Fusco
Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal adviser
to Poltronesofà in connection with the Acquisition. Ward Hadaway LLP is
acting as legal adviser to ScS in connection with the Acquisition.
Disclaimers
Goldman Sachs, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority is acting as financial adviser to Poltronesofà
and BidCo and no one else in connection with the Acquisition referred to in
this announcement and will not be responsible to anyone other than
Poltronesofà and BidCo for providing the protections afforded to clients of
Goldman Sachs or for providing advice in relation to this approach, the
contents of this announcement or any other matter referred to herein.
Shore Capital, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority is acting as financial adviser and broker to ScS
and no one else in connection with the Acquisition referred to in this
announcement and will not be responsible to anyone other than ScS for
providing the protections afforded to clients of Shore Capital or for
providing advice in relation to this approach, the contents of this
announcement or any other matter referred to herein.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer, invitation or the
solicitation of an offer to purchase or subscribe, 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.
The Acquisition is subject to English law and to the applicable requirements
of the Code, the Panel, the Listing Rules, the London Stock Exchange and the
FCA.
The Acquisition will be made solely by way of the Scheme Document, which
contains the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Scheme. Any voting decision or response in
relation to the Acquisition should be made solely on the basis of the Scheme
Document. ScS Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully once. Each ScS Shareholder is urged to
consult his or her independent professional adviser regarding the tax
consequences of the Acquisition.
This announcement does not constitute a prospectus or a prospectus equivalent
document.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended).
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 England.
Overseas shareholders
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom (including Restricted Jurisdictions) should inform themselves about,
and observe, any applicable legal or regulatory requirements. In particular,
the ability of persons who are not resident in the United Kingdom or who are
subject to the laws of another jurisdiction to vote their ScS Shares in
respect of the Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws in that jurisdiction. To the fullest extent permitted by law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person. 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 England.
The Acquisition will not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of, a
Restricted Jurisdiction, and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Copies of this announcement and any formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of acceptance of the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made, directly or indirectly, in or into or by use of the mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.
Further details in relation to ScS Shareholders in overseas jurisdictions are
contained in the Scheme Document.
Additional information for US investors in ScS
The Acquisition relates to the shares of an English company and is being made
by way of a scheme of arrangement provided for under Part 26 of the Companies
Act. The Acquisition, where implemented by way of a scheme of arrangement, is
not subject to the tender offer rules or the proxy solicitation rules under
the US Exchange Act. Accordingly, the Acquisition and the Scheme will be
subject to the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company incorporated in the UK and listed on
the London Stock Exchange, which differ from the disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future, Poltronesofà
exercises its right to implement the Acquisition by way of a Takeover Offer
and determines to extend the Takeover Offer into the United States, the
Acquisition will be made in compliance with applicable US laws and
regulations.
Forward-looking statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of ScS and certain
plans and objectives of ScS, BidCo and Poltronesofà.
These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. These statements are based on
assumptions and assessments made by ScS, BidCo and Poltronesofà in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate,
and therefore are subject to risks and uncertainties which could cause actual
results to differ materially from those expressed or implied by those
forward-looking statements.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aim",
"will", "continue", "may", "would", "could", "should" or other words of
similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial conditions,
market growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
Wider Poltronesofà Group or the Wider ScS Group; and (iii) the effects of
government regulation on the business of the Wider Poltronesofà Group or the
Wider ScS Group. There are many factors which could cause actual results to
differ materially from those expressed or implied in forward-looking
statements. Among such factors are changes in the global, political, economic,
business, competitive or market landscape and regulatory forces, future
exchange and interest rates, changes in tax rates and future business
combinations or disposals.
These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that will occur in
the future. The factors described in the context of such forward-looking
statements in this announcement may cause the actual results, performance or
achievements of any such person, or industry results and developments, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons reading this
announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. All subsequent oral or written forward-looking statements
attributable to Poltronesofà, BidCo or ScS or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above. Neither Poltronesofà, BidCo nor ScS undertakes any obligation to
update publicly or revise forward-looking statements, whether as a result of
new information, future events or otherwise, except to the extent legally
required.
No profit forecasts, estimates or quantified financial benefits statements
No statement in this announcement is intended as a profit forecast or estimate
for any period or a quantified financial benefits statement and no statement
in this announcement should be interpreted to mean that earnings or earnings
per ordinary share, for Poltronesofà, BidCo or ScS for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per ordinary share for Poltronesofà, BidCo or ScS,
respectively.
Right to switch to a Takeover Offer
Poltronesofà reserves the right to elect to implement the Acquisition by way
of a Takeover Offer as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendment referred to in Part C of Appendix I to the
announcement dated 24 October 2023.
Publication on website
A copy of this announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at www.poltronesofa-offer.com
(http://www.poltronesofa-offer.com) and at
www.scsplc.co.uk/investors/offer-for-scs-group-plc/
(http://www.scsplc.co.uk/investors/offer-for-scs-group-plc/) and by no later
than 12 noon on the Business Day following the date of this announcement.
Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this announcement.
Hard copy documents
In accordance with Rule 30.3 of the Code, ScS Shareholders, persons with
information rights and participants in the ScS Share Schemes may request a
hard copy of this announcement by contacting ScS's Registrars, Equiniti
Limited, on +44 (0)371 384 2050 or by submitting a request in writing to
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA,
United Kingdom. The Shareholder Helpline is open from 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday (except English and Welsh public holidays).
Calls are charged at the standard geographical rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the applicable
international rate. Please ensure the country code is used if calling from
outside the United Kingdom.
Please note the Shareholder Helpline cannot provide advice on the merits of
the Acquisition or the Scheme nor give any financial, investment, legal or tax
advice.
For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information be sent to them in relation to the Acquisition
in hard copy form.
Information relating to ScS Shareholders
Addresses, electronic addresses and certain other information provided by ScS
Shareholders, persons with information rights and other relevant persons for
the receipt of communications from ScS may be provided to Poltronesofà and
BidCo during the Offer Period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day (as defined in the Code) following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th Business Day (as defined in the Code) following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day (as defined in the Code)
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times and dates are indicative only, are based on current expectations,
are subject to change (including as a result of changes to the regulatory
timetable). If any of the times and/or dates below change ScS will give notice
of the revised times and/or dates by issuing an announcement through a
Regulatory Information Service and, if required by the Panel, will post notice
of the change(s) to ScS Shareholders and persons with information rights.
Copies of any such announcements will be made available on ScS's website at
www.scsplc.co.uk/investors/offer-for-scs-group-plc/.
Event Time/date
Publication of this document 29 November 2023
Annual General Meeting of ScS 2.00 p.m. on 1 December 2023
Expected date of payment of the Permitted Dividend 15 December 2023((6))
Latest time for lodging Forms of Proxy for the:
Court Meeting (PINK Form of Proxy) 10.30 a.m. on 19 December 2023((1) (8))
General Meeting (WHITE Form of Proxy) 10.45 a.m. on 19 December 2023 ((2) (8))
Voting Record Time 6.30 p.m. on 19 December 2023 ((3))
Court Meeting 10.30 a.m. on 21 December 2023
General Meeting 10.45 a.m. on 21 December 2023 ((4))
ScS and BidCo currently propose to proceed with the following dates and times
associated with the Scheme. However, these dates and times are subject to
change and will depend on, among other things, the date on which the
Conditions to the Scheme are satisfied or, if capable of waiver, waived, and
the date on which the Court sanctions the Scheme. Should any of these dates or
times change, ScS will give adequate notice by issuing an announcement through
a Regulatory Information Service, with such announcement being made available
on ScS's website at www.scsplc.co.uk/investors/offer-for-scs-group-plc/.
Further updates and changes to these times will be notified in the same way.
See also note (5).
Sanction Hearing to sanction the Scheme 26 January 2024 ((5)) ((7))
Last day of dealings in, and for registration of transfers of, and disablement 29 January 2024
in CREST of, ScS Shares
Scheme Record Time 6.00 p.m. on 29 January 2024
Suspension of listing of and dealings in ScS Shares By 7.30 a.m. on 30 January 2024
Effective Date 30 January 2024((8))
Cancellation of listing of ScS Shares By 8.00 a.m. on 31 January 2024
Latest date for despatch of cheques / settlement through CREST Within 14 days of the Effective Date
Latest date by which the Scheme must be implemented (Long Stop Date) 11.59 p.m. on 30 September 2024 ((9))
1. It is requested that PINK Forms of Proxy for the Court Meeting be
lodged before 10.30 a.m. on 19 December 2023 or, if the Court Meeting is
postponed or adjourned, not later than 48 hours (excluding any part of a day
that is not a Business Day) before the time appointed for the holding of the
postponed or adjourned meeting. PINK Forms of Proxy not so lodged may be
alternatively e-mailed to proxyvotes@equiniti.com or handed to the Chair any
time prior to the commencement of the Court Meeting (or any postponement or
adjournment of it) and it will be valid.
2. WHITE Forms of Proxy for the General Meeting must be lodged before
10.45 a.m. on 19 December 2023 in order for them to be valid or, if the
General Meeting is postponed or adjourned, not later than 48 hours (excluding
any part of a day that is not a Business Day) before the time appointed for
the holding of the postponed or adjourned meeting. The WHITE Form of Proxy
cannot be handed to the Chair of the General Meeting or emailed and if the
WHITE Form of Proxy is not returned by such time, it will be invalid.
3. If any of the ScS Shareholder Meetings are postponed or adjourned, the
Voting Record Time will be 6.30 p.m. on the date which is 48 hours (excluding
any part of a day that is not a Business Day) before the time fixed for any
such postponed or adjourned meeting.
4. Or as soon thereafter as the Court Meeting has been concluded or
adjourned.
5. These dates and times given are indicative only and will depend on,
among other things, whether and when the Conditions are satisfied or (where
applicable) waived and the dates upon which the Court sanctions the Scheme and
a copy of the Court Order to sanction the Scheme is delivered to the Registrar
of Companies. If the expected date of the Sanction Hearing is changed, ScS
will give adequate notice of the changes by issuing an announcement through a
Regulatory Information Service.
6. The Permitted Dividend, if approved by ScS Shareholders at the Annual
General Meeting of ScS, will be paid to ScS Shareholders on the register of
members of ScS on 17 November 2023.
7. Subject to the satisfaction or (if applicable) waiver of Conditions
2(a), 2(d) and 3 to 12 (inclusive) of Part A of Part 3 (Conditions to and
Further Terms of the Acquisition) of the Scheme Document.
8. Following sanction of the Scheme by the Court, the Scheme will become
Effective in accordance with its terms upon a copy of the Court Order being
delivered to the Registrar of Companies. This is presently expected to occur
within two Business Days of receipt of the Court Order, subject to
satisfaction or (where capable of waiver), waiver of the Conditions. ScS
expects that subject to the satisfaction (or, where applicable, waiver) of the
Conditions in Part 3 (Conditions to and Further Terms of the Acquisition) of
the Scheme Document, the Scheme will become Effective during Q1 2024.
9. This date may be extended to such date as ScS and BidCo may (with the
consent of the Panel and, if required, the consent of the Court) agree.
All references in this announcement to times are to times in London (unless
otherwise stated).
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