June 29, 2018
IPL Plastics Inc. - Outcome of Buy Back Offer
/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION, NOTABLY IN CANADA/
The Buy Back Offer has not been made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Japan, the Republic of South Africa or the United States. Copies of the Circular and the Tender Form have not been mailed or otherwise distributed or sent in or into Australia, Japan, the Republic of South Africa or the United States including to Shareholders with registered addresses in these jurisdictions or to persons whom IPL Plastics Inc. or IPL Plastics plc know to be trustees, nominees or custodians holding shares for such persons.
No securities regulatory authority has either approved or disapproved of the contents of this news release.
MONTREAL, June 29, 2018 /CNW/ - IPL Plastics Inc. ("IPLP" or the "Company") today announces the results of the Buy Back Offer as set out in the shareholder circular published by IPL Plastics plc ("IPL PLC") on April 23, 2018 (the "Circular") and in an announcement of May 22, 2018 made available on IPL PLC's website and (for shares held in certificated form) in the Tender Form. The Buy Back Offer closed on May 31, 2018 and is now unconditional.
2,085,678 Class B Common Shares were validly tendered under the Buy-Back Offer and will be re-purchased at a price of Can$13.50 (€8.76) per Class B Common Share for a total redemption price of Can$28,156,653. Tenders were not subject to scale back and will be satisfied in full by the Company.
It is anticipated that, in accordance with the terms and conditions of the Buy Back Offer, the proceeds payable for tenders relating to IPL PLC shares that were held in certificated form will be despatched by 11 July, 2018 in the form of a cheque and that, with respect to tenders relating to IPL PLC shares that were held in uncertificated form, CREST account holders will have their CREST accounts credited by 11 July, 2018.
All amounts payable by IPLP under the Buy Back Offer are payable in euro converted, in accordance with the terms and conditions of the Buy Back Offer, from Can$ to euro based on a Can$: euro exchange rate of one Can$ to €0.6486.
Terms defined in the Circular have the same meaning in this announcement unless otherwise defined.
IPLP is a leading sustainable packaging solutions provider primarily in the food, consumer, agricultural, logistic and environmental end-markets operating in Canada, the U.S., the U.K., Ireland, China and Mexico. IPLP employs 2,400 people and has corporate offices in Montreal and Dublin.
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This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the "US"), Australia, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer to sell or distribute or solicitation to purchase or subscribe or distribute, or a solicitation in furtherance of a trade for securities in Canada, the US, Australia, Japan or South Africa.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, nor subscribe for any securities to which this document refers. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This announcement does not constitute an offer to the public of any securities of the Company in the European Economic Area. No offer of the common shares of the Company will be made in any Member State of the European Economic Area other than pursuant to an exemption under Article 3 of EU Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, the "Prospectus Directive"), as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities, and, accordingly, no offer of the common shares of the Company will be made in any Member State of the European Economic Area other than to qualified investors (within the meaning of the Prospectus Directive) and/or on the basis that the minimum subscription amount per investor in the European Economic Area is €100,000. The Company's amended and restated preliminary prospectus has not been approved or disapproved by any competent authority for the purpose of the Prospectus Directive and no such competent authority will pass on the accuracy or adequacy of the amended and restated preliminary prospectus or the final prospectus.
This announcement is an advertisement and not a prospectus or admission document and investors should not purchase or subscribe for any securities referred to in this announcement.
The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment.
This announcement does not constitute a recommendation concerning the investment in any securities of the Company. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of any investment for the person concerned. Past performance or information in this announcement cannot be relied upon as a guide to future performance.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's board of directors' current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the business, the results of operations, financial condition prospects, growth and dividend policy of the Company and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.
These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward looking statements speak only as of the date of this announcement. The Company does not undertake any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
The Company and its respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
SOURCE IPL Plastics Inc.Investor Enquiries, Alan Walsh, Chief Executive Officer, +1 438 320 6188, +353 1 612 1375; Pat Dalton, Chief Financial Officer, +1 438 320 6188, +353 1 612 1377; Media Enquiries, Phil Koven, Bay Street Communications, +1 647 496 7858; Tom McEnaney, McEnaney Media, +353 87 2222 666