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RNS - Sanction of the Scheme, Issue of Equity, Rule 2.9

Company: PLC Spa Date: 2023-02-20 Language: English Register to download
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RNS Number : 4626Q

Crestchic PLC

20 February 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

20 February 2023

Crestchic Plc

("Crestchic", the "Company" or the "Group")

Sanction of the Scheme

Exercise of Options

Issue of Equity

Directors/PDMRs Dealings

and

Rule 2.9 Announcement

Sanction of the Scheme

Further to its announcement on 6 February 2023, Crestchic plc, the power reliability company, is pleased to announce that the High Court of Justice in England and Wales has today issued a Court Order sanctioning the Scheme under section 899 of the Companies Act.

The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 22 February 2023.

Next steps and timetable

Crestchic confirms that the Scheme Record Time will be 6.00 p.m. on 21 February 2023. Scheme Shareholders on Crestchic's register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive 401 pence in cash for each Crestchic Share. The last day for dealings in, and for registration of transfers of, and disablement of CREST for, Crestchic Shares is expected to be on 21 February 2023.

As announced on 6 February 2023, the suspension of listing of, and dealings in, Crestchic Shares on AIM is expected to take effect from 7.30 a.m. on 22 February 2023.  It is expected that the cancellation of admission to trading of Crestchic Shares on AIM will take effect from 7.00 a.m. on 23 February 2023.

A further announcement will be made when the Scheme has become Effective.

Exercise of Options and Issue of Equity

Following the sanction by the Court of the Scheme, 2,062,750 new ordinary shares of £0.10 each in the capital of the Company ("Ordinary Shares") have been issued and allotted (conditional on Admission) and a further 100,000 Ordinary Shares have been transferred out of Treasury as a result of the exercise of share options and vesting of awards held by employees (including certain directors) (the "New Ordinary Shares"). Accordingly, application has been made for the New Ordinary Shares to be admitted to trading on AIM of the London Stock Exchange which is expected to take place on 21 February 2023 ("Admission").

In connection with the above exercise of options and vesting of awards, the Board has been notified that the following directors / PDMRs received Ordinary Shares as detailed below.

|     |     |     |     |     |     |
| --- | --- | --- | --- | --- | --- |
| Director / PDMR | Previous Shareholding\* | %   | New Ordinary Shares | Shareholding on Admission\* | %   |
| Peter Harris | 1,624,460 | 5.76% | 375,000 | 1,999,460 | 6.59% |
| Iwan Phillips | 20,000 | 0.07% | 438,000 | 458,000 | 1.51% |
| Christopher Caldwell | 24,140 | 0.05% | 499,000 | 523,140 | 1.72% |
| Stephen Yapp | 40,000 | 0.14% | 105,000 | 145,000 | 0.48% |
| Nitin Kaul | \-  | 0.00% | 82,500 | 82,500 | 0.27% |
| Judith Aldersey-Williams | 20,051 | 0.07% | 82,500 | 102,551 | 0.34% |

\*Includes close relatives

In addition, on 21 February 2023, certain directors / PDMRs will transfer Ordinary Shares for nil-cost on a no gain no loss basis to their spouse, as set out below, which resulted in no change to their beneficial holding in the Company as previously set out:

|     |     |     |
| --- | --- | --- |
| Director / PDMR | Ordinary Shares Transferred | Spouse |
| Peter Harris | 12,000 | Karen Harris |
| Iwan Phillips | 20,000 | Laura Phillips |
| Christopher Caldwell | 20,000 | Michelle Caldwell |

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), on Admission, the Company will have in issue 30,358,803 Ordinary Shares (excluding 1,360,150 Ordinary Shares held in treasury) of 10 pence each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. The International Securities Identification Number (ISIN) for the Company's ordinary shares is GB00B0SPFW38.

Unless otherwise defined, capitalised terms in this announcement have the same meaning as in the Rule 2.7 Announcement published on 8 December 2022.

The following notifications are intended to satisfy the Company's obligations under Article 19(3) of EU Regulation No 596/2014 which has effect in English law by virtue of the European Union (Withdrawal) Act 2018 (the Market Abuse Regulation).

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Peter Harris

2

Reason for the notification

a)

Position/status

Executive Chairman

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Crestchic plc

b)

LEI

213800XMAXXK3RWOIB90

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary shares of 10 pence

Identification code

GB00B0SPFW38

b)

Nature of the transaction

Acquisition of Ordinary Shares on vesting of awards under the Company's Long Term Incentive Plan and transfer of Ordinary Shares

c)

Price(s) and volume(s)

|     |     |     |
| --- | --- | --- |
| Nature | Price(s) | Volume(s) |
| Acquisition of Ordinary Shares on the vesting of LTIP Award | 2,500 A ordinary shares in Crestchic (UK) Limited | 375,000 |
| Transfer of Ordinary Shares to Spouse | £nil | 12,000 |

d)

Aggregated information

\-   Aggregated volume

\-   Price

As above

e)

Date of the transaction

20 February 2023

f)

Place of the transaction

N/A

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Iwan Phillips

2

Reason for the notification

a)

Position/status

Finance Director

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Crestchic plc

b)

LEI

213800XMAXXK3RWOIB90

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary shares of 10 pence

Identification code

GB00B0SPFW38

b)

Nature of the transaction

Acquisition of Ordinary Shares on vesting of awards under the Company's Long Term Incentive Plan; Acquisition of Ordinary Shares on exercise of options under the Company's Share Option Plan; and transfer of Ordinary Shares

c)

Price(s) and volume(s)

|     |     |     |
| --- | --- | --- |
| Nature | Price(s) | Volume(s) |
| Acquisition of Ordinary Shares on the vesting of LTIP Award | 2,000 A Ordinary shares in Crestchic (UK) Limited | 300,000 |
| Acquisition of Ordinary Shares on exercise of Options | £222,100 | 138,000 |
| Transfer of Ordinary Shares to Spouse | £nil | 20,000 |

d)

Aggregated information

\-   Aggregated volume

\-   Price

As above

e)

Date of the transaction

20 February 2023

f)

Place of the transaction

N/A

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Christopher Caldwell

2

Reason for the notification

a)

Position/status

Managing Director

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Crestchic plc

b)

LEI

213800XMAXXK3RWOIB90

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary shares of 10 pence

Identification code

GB00B0SPFW38

b)

Nature of the transaction

Acquisition of Ordinary Shares on vesting of awards under the Company's Long Term Incentive Plan; Acquisition of Ordinary Shares on exercise of options under the Company's Share Option Plan; and transfer of Ordinary Shares

c)

Price(s) and volume(s)

|     |     |     |
| --- | --- | --- |
| Nature | Price(s) | Volume(s) |
| Acquisition of Ordinary Shares on the vesting of LTIP Award | 2,000 A Ordinary shares in Crestchic (UK) Limited | 300,000 |
| Acquisition of Ordinary Shares on exercise of Options | £346,160.94 | 199,000 |
| Transfer of Ordinary Shares to Spouse | £nil | 20,000 |

d)

Aggregated information

\-   Aggregated volume

\-   Price

As above

e)

Date of the transaction

20 February 2023

f)

Place of the transaction

N/A

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Stephen Yapp

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Crestchic plc

b)

LEI

213800XMAXXK3RWOIB90

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary shares of 10 pence

Identification code

GB00B0SPFW38

b)

Nature of the transaction

Acquisition of Ordinary Shares on vesting of awards under the Company's Long Term Incentive Plan

c)

Price(s) and volume(s)

|     |     |     |
| --- | --- | --- |
| Nature | Price(s) | Volume(s) |
| Acquisition of Ordinary Shares on the vesting of LTIP Award | 700 A Ordinary shares in Crestchic (UK) Limited | 105,000 |

d)

Aggregated information

\-   Aggregated volume

\-   Price

As above

e)

Date of the transaction

20 February 2023

f)

Place of the transaction

N/A

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Nitin Kaul

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Crestchic plc

b)

LEI

213800XMAXXK3RWOIB90

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary shares of 10 pence

Identification code

GB00B0SPFW38

b)

Nature of the transaction

Acquisition of Ordinary Shares on vesting of awards under the Company's Long Term Incentive Plan

c)

Price(s) and volume(s)

|     |     |     |
| --- | --- | --- |
| Nature | Price(s) | Volume(s) |
| Acquisition of Ordinary Shares on the vesting of LTIP Award | 550 A Ordinary shares in Crestchic (UK) Limited | 82,500 |

d)

Aggregated information

\-   Aggregated volume

\-   Price

As above

e)

Date of the transaction

20 February 2023

f)

Place of the transaction

N/A

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Judith Aldersey-Williams

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Crestchic plc

b)

LEI

213800XMAXXK3RWOIB90

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary shares of 10 pence

Identification code

GB00B0SPFW38

b)

Nature of the transaction

Acquisition of Ordinary Shares on vesting of awards under the Company's Long Term Incentive Plan

c)

Price(s) and volume(s)

|     |     |     |
| --- | --- | --- |
| Nature | Price(s) | Volume(s) |
| Acquisition of Ordinary Shares on the vesting of LTIP Award | 550 A Ordinary shares in Crestchic (UK) Limited | 82,500 |

d)

Aggregated information

\-   Aggregated volume

\-   Price

As above

e)

Date of the transaction

20 February 2023

f)

Place of the transaction

N/A

For further information

|     |     |
| --- | --- |
| Crestchic<br><br>Peter Harris, Executive Chairman<br><br>Iwan Phillips, Finance Director<br><br>Amy Avery, Company Secretary & Legal Counsel | Tel: +44 (0)128353 1645 |
|     |     |
| Smith Square Partners, financial adviser to Crestchic<br><br>John Craven, Angus Grierson and Paul Baines | Tel: +44 (0)203696 7260 |
|     |     |
| Shore Capital, Nominated Adviser and broker to Crestchic<br><br>Robert Finlay, David Coaten and Henry Willcocks | Tel: +44 (0)207408 4050 |
|     |     |
| Buchanan Communications Ltd, public relations adviser to Crestchic<br><br>Charles Ryland and Stephanie Whitmore | Tel: +44 (0)207466 5000 |

About Crestchic:

Crestchic Plc hires and sells specialist industrial equipment. With offices or agents in the UK, USA, The Middle East, Belgium, Germany, France, Singapore, China and South Korea, Crestchic has a global customer base. This includes utility companies, renewables, the oil and gas sector, data centres, shipping, banking, mining, construction and the public sector. The product range includes loadbanks and transformers. Crestchic was admitted to AIM in 2006 since when it has grown by providing a high level of service, responsiveness and flexibility to customers.

IMPORTANT NOTICES

Smith Square Partners, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Crestchic and no one else in connection with the Offer and will not be responsible to anyone other than Crestchic for providing the protections afforded to clients of Smith Square Partners, or for providing advice in connection with the Offer or any matter referred to herein. Neither Smith Square Partners nor any of its 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 Smith Square Partners in connection with this announcement, any statement contained herein or otherwise.

Shore Capital which is authorised and regulated in the UK by the FCA is acting for Crestchic and no one else in connection with the Offer and does not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Offer is made), which will together contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer is made.

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and City Code on Takeovers and Mergers (the "Code") and 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. Nothing in this Announcement should be relied on for any other purpose.

Overseas Jurisdictions

The release, publication, or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore any persons into whose possession this Announcement comes should inform themselves of and observe such restrictions. Further details in relation to the Overseas Shareholders are contained in the Scheme Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Aggreko or required by the Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Target Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority the AIM Rules and the Registrar of Companies.

Forward-Looking Statements

This Announcement contains statements about Aggreko and Crestchic that are or may be forward-looking statements. Forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. All statements, other than statements of historical facts, may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "targets", "plans", "prepares", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, "does not expect", "is expected", "is subject to", "budget", "projects", "scheduled", "forecasts", "intends", "cost-saving", "intends", "anticipates" or "does not anticipate", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Aggreko's or Crestchic's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Aggreko's or Crestchic's business.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Aggreko or Crestchic or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Except as required by applicable law or regulatory obligation, Aggreko and Crestchic disclaim any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Crestchic for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Crestchic.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one 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 3:30pm (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3:30pm (London time) on the tenth business day 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 Takeover Code, any person who is, or becomes, interested in one 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 3:30pm (London time) on the business day 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 Takeover 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the Company's website (www.crestchicplc.com) no later than 12 noon (London time) on 7 February 2023. The content of the website referred to in this announcement and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this announcement.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form. A hard copy of this Announcement may be requested by contacting Crestchic's Registrar's on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that the Company's Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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