Posting of Circular and Notice of General Meeting
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.
7 July 2017
For immediate release
DS SMITH PLC
PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Further to the announcement by DS Smith Plc (DS Smith or the Company) on 29 June 2017 of the proposed acquisition by the Company of 80 per cent. of the total issued share capital of Indevco Management Resources, Inc. (IMRI and, together with its subsidiaries and subsidiary undertakings from time to time, the IRI Group) from Merpas Co. S.à r.l. (the Acquisition), the Company announces today that the UK Listing Authority has approved a Class 1 circular in relation to the Acquisition (the Circular) dated 7 July 2017.
DS Smith shareholders who have elected for printed shareholder documents will shortly receive, amongst other documents, a hard copy of the Circular (other DS Smith shareholders will be sent notification, either in hard copy or by email, that the Circular is available online).
As set out in the Circular, a General Meeting will be held at 2.00 p.m. on 25 July 2017 at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD to allow DS Smith shareholders to vote on the resolution required to approve and implement the Acquisition. The resolution will require approval by a simple majority of the DS Smith shareholders present and voting (in person or by proxy) at the General Meeting.
In addition to the passing of the required resolution at the General Meeting, completion of the Acquisition is conditional on, among other things, all applicable waiting periods under the HSR Act in the US having expired or been terminated without the imposition of specified remedies.
The timetable of principal events is as follows:
Publication of the Circular and Notice of General Meeting
7 July 2017
Latest time and date for receipt of Forms of Proxy
2.00 p.m. on 21 July 2017
2.00 p.m. on 25 July 2017
Copies of the Circular are available for inspection on the Company's website at www.dssmith.com or can be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD from the date of the Circular up to and including the date of the General Meeting and for the duration of the General Meeting. A copy of the Circular will also be submitted to the National Storage Mechanism, where it will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Circular.
For further information, please contact:
DS Smith Plc +44 (0)20 7756 1800
Hugo Fisher, Group Communications Director
Rachel Stevens, Investor Relations Director
John Sunnucks +44 (0)20 3772 2549
Ben Woodford +44 (0)20 3772 2566
Citigroup Global Markets Limited (Citi) and J.P. Morgan Securities plc (JPMS) are acting as joint sponsors to DS Smith in connection with the Acquisition. Citi and J.P. Morgan Limited (JPML) are acting as joint financial advisers to DS Smith in connection with the Acquisition. Each of JPMS and JPML (together, JPM) conducts its UK investment banking business as J.P. Morgan Cazenove.
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.
Citi and JPMS, each of which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and JPML, which is authorised and regulated in the United Kingdom by the FCA, are acting solely for the Company and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citi or JPM, respectively, nor for providing advice in relation to the Acquisition. Neither Citi, JPM nor any of their respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi or JPM, respectively, in connection with the Acquisition, any statement contained in this announcement or otherwise.
Save for the responsibilities and liabilities, if any, of Citi and/or JPM under FSMA or the regulatory regime established under FSMA, neither Citi nor JPM assumes any responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by Citi and/or JPM, or on its behalf, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the Company or the Acquisition. Each of Citi and JPM disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Citi or JPM. None of the above take any responsibility or liability for, and can provide no assurance as to the reliability of, other information that you may be given. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules, the issue of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company or the IRI Group since the date of this announcement or that the information in this announcement is correct as at any time subsequent to the date of this announcement.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
A copy of the Circular when published will be available from the registered office of the Company and on the
Company's website at http://www.dssmith.com. The Company will publish a further announcement upon the publication of the Circular.
This information is provided by RNS