Scheme of Arrangement under Chapter 1, Part 9 of the Companies Act 2014
for the adoption of a mandatory share exchange arrangement so that Dole plc can acquire the entire issued share capital of Total Produce plc in exchange for the issue of new shares in Dole plc
The Company’s Board announces that the High Court of Ireland has today sanctioned the scheme of arrangement (the “Scheme”) between the Company and the Total Produce Shareholders (as defined in the Scheme) under Chapter 1 of Part 9 of the Companies Act 2014 (the “Act”) for the purpose of authorising the Board of the Company to implement a share exchange so that all shares in the Company can be exchanged for new shares in Dole plc on terms set out in the Scheme.
Trading in Total Produce Shares on Euronext Growth and AIM will continue to be possible until the share exchange. Subject to the share exchange being implemented, it is expected that Total Produce Shares will be suspended from trading on Euronext Growth and AIM at 5.00 pm (Irish time) on the same day as the share exchange.
Holders of Total Produce Shares in certificated form who wish to convert their shares into uncertificated form in order to trade them on Euronext Growth or AIM will need to do so before 5.00pm (Irish time) on 23 July 2020 when the Company’s share register will be closed until the share exchange.
Enquiries:
For further information, please contact:
Brian Bell, Wilson Hartnell PR
brian.bell@ogilvy.com + 353-1-669 0030
Blake Sonnenshein, Brunswick Group
bsonnenshein@brunswickgroup.com +1 212 333 3810
Elizabeth Volpe, Brunswick Group
evolpe@brunswickgroup.com + 1 212 333 3810
Ivan Murphy, Davy Corporate Finance
ivan.murphy@davy.ie +353-1-679 6363
Important Notices
Goldman Sachs International, which is authorised by the Prudential Regulation Authority in the United Kingdom and regulated in the United Kingdom by the Prudential Regulation Authority and by the Financial Conduct Authority, is acting as exclusive financial adviser to the Company and no-one else in connection with the Scheme and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Scheme and/or any other matter referred to in this Announcement.
Davy, which is regulated in Ireland by the Central Bank of Ireland is acting as Nomad/Euronext Growth Adviser and corporate broker to the Company and no-one else in connection with the Scheme and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Scheme and/or any other matter referred to in this Announcement.
This Announcement and any statements made in connection with this Announcement shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed business combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. This communication is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
This Announcement has been issued by and is the sole responsibility of Total Produce. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Goldman Sachs International or Davy or by any of their respective 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 or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.