Recommended cash acquisition of Spice plc (“Spice”) by Cilantro Acquisitions Limited (a company formed at the direction of funds managed and advised by Cinven Limited) (“Cilantro Acquisitions”)
Scheme of Arrangement becomes Effective
In respect of Cilantro Acquisitions' proposed acquisition of Spice by way of Scheme of Arrangement as announced on 27 September 2010 and as approved by Scheme Shareholders at the Court Meeting and by Spice Shareholders at the General Meeting (both of which were held on 4 November 2010), Spice announces that office copies of the Court Orders (together with the Statement of Capital attached thereto) have been delivered to the Registrar of Companies and therefore the Scheme has now become Effective.
As referred to in the circular containing the Scheme that was sent to Spice Shareholders on 11 October 2010, Spice also announces that it has received notice that the non-executive directors, Peter Cawdron, Julie Baddeley, Michael Shallow and Timothy Huddart, have resigned from the Spice Board with immediate effect.
The listing of the Spice Shares on the Official List of the UK Listing Authority, and their admission to trading on the main market of the London Stock Exchange, will be cancelled by no later than 8.00 a.m. on 6 December 2010.
Holders of Scheme Shares are entitled to receive 70 pence for each Scheme Share held by them at the Scheme Record Time (6.00 pm on 30 November 2010). Cheques and settlement through CREST in respect of the Cash Consideration due to Scheme Shareholders will be dispatched / effected (as applicable) by no later than 16 December 2010
All references in this announcement are to London time.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the circular containing the Scheme that was sent to Spice Shareholders on 11 October 2010.