Croda International : Recommended cash offer

February 16, 2018 at 02:11 am EST

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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN EU REGULATION NO. 596/2014 AND IS MADE IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF THAT REGULATION

16February 2018

RECOMMENDED CASH OFFER

for

Plant Impact plc ('Plant Impact' or the 'Company')

Croda Europe Limited
('Croda Europe')

to be effected by way of scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

· The boards of Croda Europe and Plant Impact are pleased to announce that they have reached agreement on the terms of a unanimous recommended cash offer to be made by Croda Europe for the entire issued and to be issued ordinary share capital of Plant Impact (the 'Offer'). The Offer is to be effected by means of a Court‑sanctioned scheme of arrangement between Plant Impact and the Scheme Shareholders under Part 26 of the Companies Act.

· Under the terms of the Offer, Plant Impact Shareholders shall be entitled to receive:

for each Ordinary Share 10.57 pence in cash.

· The Offer values the entire issued and to be issued ordinary share capital of Plant Impact at approximately £10 million and represents a premium of approximately 79.9 per cent. to the Closing Price on 15 February 2018, the last Business Day prior to the date of this announcement.

Reasons for the Offer

· Croda Europe is a wholly-owned subsidiary of Croda, a £5.7 billion market capitalised FTSE100 company incorporated in 1925 which, today, is a global producer and marketer of high performance ingredients and technologies in some of the world's biggest and most successful consumer brands: creating, making and selling speciality chemicals that are used by many industries and end consumers. The Croda Group has a global network of over 4,200 employees, working together across manufacturing sites and offices in 36 countries. The Croda Group has a flexible business model that allows it to focus on developing and delivering innovative, sustainable ingredients that customers can build on across a range of focused sectors including: personal care, health care, crop care, smart materials, energy technologies, home care and water technologies and industrial chemicals.

· Croda Europe believes that the acquisition of Plant Impact by means of the Offer will extend its existing life sciences capabilities, adding an experienced commercial team and scientists and augmenting its range of intellectual property and products to its existing customer base.

About Plant Impact

· Plant Impact researches and develops crop enhancement chemistry to improve crop yield and quality. The Plant Impact Group's head office and research facility are at the Rothamsted Centre for Research and Enterprise in Harpenden, UK. It also has important regional commercial operations in Brazil, the USA, Argentina and West Africa. There are approximately 60 full time staff in the Plant Impact Group, with commercial sales in more than 14 countries. Plant Impact was incorporated in 2005 and the Ordinary Shares are admitted to trading on AIM.

Recommendation

· In considering the Offer, the Board assessed the Offer against three principal criteria:

o Firstly, the Board examined the value of the consideration that would be received by Plant Impact Shareholders in connection with the Offer.

o Secondly, the Board considered the impact of Croda Europe's proposed strategic plans for the Plant Impact Group on the Group's business operations and employees.

o Finally, the Board considered Croda Europe's capability to complete the acquisition in accordance with the Offer, in the context of Plant Impact's financial position.

· The Plant Impact Directors, who have been so advised by Peel Hunt on the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Plant Impact Directors, Peel Hunt has taken into account the commercial assessments of the Plant Impact Directors.

· Accordingly, the Plant Impact Directors intend to recommend unanimously that Plant Impact Shareholders vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting as all Plant Impact Directors holding Ordinary Shares (either in a personal capacity or through members of their immediate families, related trusts or nominee(s)) have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and the beneficial holdings of members of their immediate families or related trusts or nominee(s)) of, in aggregate, 2,902,571 Ordinary Shares (representing approximately 3.1 per cent. of the ordinary share capital of Plant Impact in issue on 15 February 2018 (being the last Business Day prior to the date of this announcement)). In addition, the Plant Impact Directors consider the terms of the Offer to be in the best interests of the Plant Impact Shareholders.

Irrevocable Undertakings

· Croda Europe has also received irrevocable undertakings from certain Plant Impact Shareholders to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in respect of a total of 30,260,951 Ordinary Shares (representing, in aggregate, approximately 32.0 per cent. of the ordinary share capital of Plant Impact in issue on 15 February 2018 (being the last Business Day prior to the date of this announcement)).

· Croda Europe has therefore received irrevocable undertakings in respect of a total of 33,163,522 Ordinary Shares (representing, in aggregate, approximately 35.1 per cent. of the ordinary share capital of Plant Impact in issue on 15 February 2018 (being the last Business Day prior to the date of this announcement)).

· Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

Structure of the Offer

· The consideration payable under the Offer will be funded from Croda Europe's existing cash resources.

· The Offer will be put to Plant Impact Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Plant Impact Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Plant Impact Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

· Croda Europe reserves the right to elect, subject to receipt of Takeover Offer Consent, to implement the Offer by way of a Takeover Offer for the entire issued and to be issued share capital of Plant Impact as an alternative to the Scheme.

· The Scheme Document, containing further information about the Offer and notices of the Court Meeting and the General Meeting and the Forms of Proxy, shall be published as soon as practicable and, in any event, within 28 days of the date of this announcement, unless Croda Europe and Plant Impact otherwise agree, and the Panel consents, to a later date.

Advisors

· Peel Hunt is acting as financial adviser to Plant Impact in respect of the Offer. DLA Piper is acting as legal adviser to Plant Impact.

· GCA Altium is acting as financial adviser to Croda Europe in respect of the Offer. Ernst & Young is acting as legal adviser to Croda Europe.

Commenting on the Offer, Steve Foots, Group Chief Executive of Croda said:

'I'm delighted to be announcing Croda Europe's intention to purchase Plant Impact. This is high quality, novel technology that further expands our position in the crop care sector, and supports our strategy of investing in high growth markets and world leading technologies. Plant Impact has assembled a great team, and we're really excited by the prospect of working with them to accelerate development of this business.'

Commenting on the Offer, David Jones, Chairman of Plant Impact, said:

'Following the announcement by Plant Impact on 13 December 2017 regarding the 2018 revenue shortfall and the severe challenge this poses to the Company, the Board has reviewed its strategic options in parallel with conducting a wide ranging formal sale process. The Board has concluded that the best interests of the shareholders are served by selling the Company now whilst it remains able to support its trading activities from its remaining cash reserves. Furthermore, the Board believes that Croda's plan for Plant Impact and Croda's current expertise and market position in agricultural chemistry is a firm basis for Plant Impact to fulfill the promise that we have consistently described for it and will therefore provide a more secure future for employees and other stakeholders in the Plant Impact Group.'

This summary should be read in conjunction with, and is subject to, the full text of this announcement and its appendices. The Offer shall be subject to the Conditions and further terms that are set out in Appendix I to this announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this announcement contains the sources of information and bases of calculations of certain information set out in this announcement. Appendix III to this announcement contains further details of the irrevocable undertakings. Appendix IV to this announcement contains definitions of certain terms used in this summary and in this announcement. The appendices form part of this announcement.

Enquiries:

Croda Europe	Tel: +44 (0) 140 586 0551
Conleth Campbell
GCA Altium, financial adviser to Croda Europe	Tel: +44 (0) 845 505 4300
Phil Adams
Paul Lines
Teneo Blue Rubicon, public relations adviser to Croda Europe	Tel: +44 (0) 203 603 5220
Charlie Armitstead

Plant Impact	Tel: +44 (0) 158 246 5540
David Jones, Chairman
John Brubaker, Chief Executive Officer
Peel Hunt, Rule 3 adviser to Plant Impact	Tel: +44 (0) 207 418 8900
Adrian Trimmings
Michael Nicholson
George Sellar
Nicole McDougall
Buchanan, public relations adviser to Plant Impact	Tel: +44 (0) 207 466 5000
Mark Court
Sophie Wills
Jamie Hooper

IMPORTANT NOTICES

GCA Altium, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Croda Europe and no one else in connection with the matters set out in this announcement. In connection with such matters, GCA Altium will 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 GCA Altium or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Peel Hunt, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Plant Impact and no one else in connection with the matters set out in this announcement. In connection with such matters, Peel Hunt will 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 Peel Hunt or for providing advice in relation to any matter referred to herein.

Neither Peel Hunt nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with this announcement, any statement contained herein or otherwise.

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 favour of or accept 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.

Overseas Shareholders

The availability of the Offer to Overseas Shareholders and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions.

In particular, the contents of this announcement have not been reviewed by any regulatory authority in Hong Kong. Overseas Shareholders resident in Hong Kong are advised to exercise caution and, if in any doubt about the contents of this announcement, should obtain independent professional advice.

The Offer relates to shares of a United Kingdom company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules or the laws of other jurisdictions outside the United Kingdom.

Croda Europe reserves the right to elect, subject to receipt of Takeover Offer Consent, to implement the acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be made in compliance with all applicable laws and regulations, including the United States tender offer rules, to the extent applicable. Such Takeover Offer would be made in the United States by Croda Europe and no one else. In addition to such Takeover Offer, Croda Europe, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Ordinary Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

Unless otherwise determined by Croda Europe or required by the Takeover 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. Accordingly, any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ordinary Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Ordinary Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

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. This document has been prepared for the purposes of complying with the law of England and Wales and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this document and the accompanying documents had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Purchases

In accordance with normal UK practice and subject to the provisions of the Takeover Code, Croda Europe or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Ordinary Shares, other than pursuant to the Offer, until the date on which the Scheme (or Takeover Offer, if applicable) becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a Regulatory Information Service.

Forward-Looking Statements

This announcement contains statements about Croda Europe and Plant Impact that are or may be forward-looking statements which are prospective in nature. 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', 'believes', 'expects', 'aims', 'intends', 'will', 'should', 'could', 'would', 'may', 'anticipates', 'estimates', 'synergy', 'cost-saving', 'projects', 'goal', 'strategy' or words or terms of similar substance or the negative thereof. 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 Croda Europe's or Plant Impact's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Croda Europe's or Plant Impact's respective businesses.

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 Croda Europe or Plant Impact 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. Croda Europe and Plant Impact disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for Croda Europeor Plant Impact, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Croda Europe or Plant Impact, as appropriate.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 3.30 p.m. (London time) on the 10^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th 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 1% 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 3.30 p.m. (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 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.

Information Relating to Plant Impact Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Plant Impact Shareholders, persons with information rights and other relevant persons for the receipt of communications from Plant Impact may be provided to Croda Europe during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

Publication on Website(s) and Availability of Hard Copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Plant Impact's website and Croda's website (http://www.plantimpact.com/investors and https://www.croda.com/en-gb/investors respectively) by no later than 12 noon on the Business Day following the date of this announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Peel Hunt during business hours on +44(0)20 7418 8900 or by submitting a request in writing to Peel Hunt at Moor House, 120 London Wall, EC2Y 5ET. 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. Lines will be open between 9.00 a.m. to 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you.You may also request that all future documents, announcements and information to be sent to you in relation to the Offer be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN EU REGULATION NO. 596/2014 AND IS MADE IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF THAT REGULATION

16February 2018

RECOMMENDED CASH OFFER

for

Plant Impact plc ('Plant Impact' or the 'Company')

Croda Europe Limited
('Croda Europe')

to be effected by way of scheme of arrangement

under Part 26 of the Companies Act 2006

1. Introduction

The boards of Croda Europe and Plant Impact are pleased to announce that they have reached agreement on the terms of a unanimous recommended cash offer pursuant to which Croda Europe shall acquire the entire issued and to be issued ordinary share capital of Plant Impact. The Offer is to be effected by means of a Court‑sanctioned scheme of arrangement between Plant Impact and the Scheme Shareholders under Part 26 of the Companies Act.

2. The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement, and to be set out in the Scheme Document, Plant Impact Shareholders shall be entitled to receive:

for each Ordinary Share 10.57 pence in cash

The Offer values the entire issued and to be issued ordinary share capital of Plant Impact at approximately £10 million and represents a premium of approximately 79.9 per cent. to the Closing Price on 15 February 2018, the last Business Day prior to the date of this announcement.

The Ordinary Shares will be acquired by Croda Europe with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this announcement or thereafter attaching or accruing thereto, including (without limitation) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement in respect of the Ordinary Shares other than any Subsequent Dividend.

If any Subsequent Dividend occurs, Croda Europe will have the right to reduce the value of the consideration payable for each Ordinary Share by up to the amount per Ordinary Share of such Subsequent Dividend. If any Subsequent Dividend occurs and Croda Europe exercises its rights described above, any reference in this announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by Croda Europe of its rights referred to in this paragraph shall be the subject of an announcement and shall not be regarded as constituting any revision or variation of the terms of the Scheme. Any payments made in cash or by way of the delivery of Ordinary Shares on the vesting of awards under the Plant Impact Share Scheme that are calculated by reference to dividends accrued in respect of those underlying vested Ordinary Shares are not to be construed as a dividend, distribution or return of capital for these purposes.

It is expected that the Scheme Document will be published as soon as practicable and, in any event, on or before 16 March 2018. Further details regarding the Court Meeting and the General Meeting to be held will be included in the Scheme Document.

3. Recommendation

The Plant Impact Directors, who have been so advised by Peel Hunt on the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing their advice to the Plant Impact Directors, Peel Hunt has taken into account the commercial assessments of the Plant Impact Directors. Peel Hunt is providing independent financial advice to the Plant Impact Directors for the purposes of Rule 3 of the Takeover Code.

The Plant Impact Directors consider the terms of the Offer to be in the best interests of the Plant Impact Shareholders. Accordingly, the Plant Impact Directors intend to recommend unanimously that Plant Impact Shareholders vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting as all Plant Impact Directors holding Ordinary Shares (either in a personal capacity or through members of their immediate families, related trusts or nominee(s)) have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and the beneficial holdings or members of their immediate families or related trusts or nominee(s)) of 2,902,571 Ordinary Shares, (representing, in aggregate, approximately 3.1 per cent. of the ordinary share capital of Plant Impact in issue on 15 February 2018 (being the last Business Day prior to the date of this announcement)).

4. Background to and reasons for the Offer

The Croda Group has a track record of acquiring technology-rich businesses and people in the global crop protection and seed care sectors, for example its acquisition of Dutch headquartered global seed care business Incotec B.V. in 2015. The Croda Group already has a strong position in the broader sector on a global basis through the crop care section of its life sciences sector, which supplies chemistry and services that help protect crops and improve the delivery of actives, allowing farmers to realise higher yields.

The board of Croda perceives that Plant Impact's portfolio of products and its client base are complementary to its own and will allow Croda to extend its global capabilities. Croda aims to develop the Plant Impact business within its life sciences sector, connecting Plant Impact's research and development expertise with Croda's existing expertise in formulation for plants and seeds and to support Plant Impact in achieving its goals and global potential. Following the Scheme becoming Effective, Croda anticipates continuing to invest in research and development across its broad crop science portfolio, which would include Plant Impact.

5. Croda's strategic plans

Following completion of the Offer, Croda will undertake an exercise to evaluate the market positioning and strategy of Plant Impact and how best to integrate Plant Impact, its activities and employees into the Croda Group. This might include seeking to broaden the customer base where possible, and extending its reach into additional geographies and crops.

6. Management, employees and locations of business

Croda values the skills and experience of Plant Impact's management and employees and believes that they will benefit from enhanced scientific, career and business opportunities within the Enlarged Group and all its global activities and capabilities. Croda believes that there may be revenue opportunities available to the combined business and looks forward to working with the Plant Impact team to develop ideas. Croda believes there may also be potential to realise synergies with the Plant Impact Group in certain areas such as redundant public company listing costs as well as some limited efficiency savings via a reduction in certain shared head office, corporate and support functions. However, at this stage Croda has not yet developed any proposals as to how such integration would be implemented and will only do so following completion of the Offer. Croda considers that Plant Impact's employees will be a key factor in maximising the opportunities that the Offer will present and Croda will also aim to retain the best talent in Plant Impact. Overall Croda's intention is to grow the Plant Impact business post acquisition and the skills of employees will be key to achieving this.

Croda Europe's plans for Plant Impact do not anticipate any material change in the continued employment and conditions of employment (or balance of skills and functions) of Plant Impact's employees or to the locations of Plant Impact's business (including its headquarters, which will be maintained) or to the fixed assets of Plant Impact, as a result of the Offer.

It is expected that John Brubaker, David Jones and Christopher Tyler will cease to be directors of Plant Impact conditional upon the Scheme becoming Effective as of the Effective Date. Croda Europe intends to procure the appointment of its own representatives to the Board once the Scheme becomes Effective.

John Brubaker has entered into a settlement agreement with Plant Impact. The terms of the settlement are conditional upon the Scheme becoming Effective as of the Effective Date. John Brubaker will receive £290,000 shortly after the Effective Date as compensation for his termination as a Plant Impact Director and as Chief Executive Officer, pursuant to his current terms of employment. Under the terms of the settlement, John Brubaker will remain an employee of Plant Impact for a period of three months following the Effective Date on an unchanged base salary, after which period he will receive £72,750 as compensation for the termination of his employment (the 'Incentivisation Arrangement'). Each of these payments is in settlement of any potential claims John Brubaker could bring against Plant Impact, its associated companies and their respective officers, directors, shareholders or employees. For the purposes of Rule 16.2 of the Takeover Code, Peel Hunt has confirmed that, in its opinion, the Incentivisation Arrangement is fair and reasonable.

In addition, Ib Jensen will cease to be company secretary and consultant of Plant Impact conditional upon the Scheme becoming Effective as of the Effective Date, although he may be required to provide support to Plant Impact during the two month period following the Effective Date.

7. Pension schemes

Croda Europe can confirm that, following completion of the Offer, the existing statutory employment rights of Plant Impact employees shall be observed and pension obligations complied with, in each case in accordance with applicable law (including maintaining employer contributions to Plant Impact's defined contribution pension scheme, the accrual of benefits for existing members and the admission of new members).

8. Background to and reasons for the recommendation

In 2013, the Plant Impact Group made a strategic decision to organise its research and development and commercial efforts to focus on two significant global agricultural crops: soybeans and wheat. In 2014, the Plant Impact Group entered into a long-term distribution agreement with the Brazil division of Bayer CropScience ('BCS') for Veritas®, the Plant Impact Group's flagship product to improve soybean yield. Since that time, the sales of Veritas® have expanded significantly, accounting for an increasing portion of the Plant Impact Group's revenue growth over its most recent financial years and sustaining the Plant Impact Group's continued investment in further new products for soybean yield improvement.

In parallel to its commercial expansion, the Plant Impact Group's research and product development programmes made significant progress, identifying new crop enhancement chemical molecules and formulations which could - in combination - improve soybean yield by more than 15 per cent. compared to standard grower practices. Additional technical successes have included the observed extension possibilities of its technologies into other major crops such as corn and cotton and the identification of novel, proprietary chemical molecules via its discovery and screening process.

On 17 July 2017, following recent difficult trading developments in Brazil which had limited onward sales of Veritas® in the 2016/17 Brazil crop season, the Plant Impact Group announced that it had agreed with BCS a purchasing plan for the 2017/18 soybean growing season ('Purchasing Plan'). The revenue anticipated in the Purchasing Plan accounted for more than 50 per cent. of the Company's initial revenue expectation of £13 million for its financial year ending 31 July 2018. In the same announcement, the Plant Impact Group stated that it was in discussions with BCS regarding potential new contractual arrangements, which aimed to revise the structure of the Plant Impact Group's contract with BCS to provide greater inventory purchase flexibility for BCS and more predictable income and earnings visibility for the Company.

On 13 December 2017, the Plant Impact Group announced further developments regarding BCS's position and the progress of the current Brazil soybean season. This announcement outlined that, on 12 December 2017, BCS had informed the Plant Impact Group that it would not be able to conclude the new contractual arrangements until Q1 2018 at the earliest. BCS also confirmed to the Plant Impact Group that, given its continued and well-publicised challenges within the Brazilian market, it could no longer meet its commitments within the Purchasing Plan, as it needed to further accelerate its destocking activities.

The decision by BCS to defer the purchase of further Veritas® volumes has had a material adverse effect on Plant Impact's financial performance for the 2018 financial year and on its cash resources. The Company now expects to achieve revenue of approximately £6 million for the 2018 financial year and requires additional capital financing to resource its current business plan. Given the reduction in cashflow from the lower revenue expectation for the 2018 financial year and to provide a reasonable buffer in the 2019 financial year, the Plant Impact Group's total financing requirement to fund its existing business plan is approximately £7 million.

In light of these developments, the Board also announced on 13 December 2017 that it had decided to investigate all potential strategic options to maximise the value of the Company's technology and business prospects. These options included equity or debt refinancing, potential divestment of selected assets, or the sale of the Company. To fully enable this investigation and to enable a structured dialogue with a wide variety of interested parties, the Plant Impact Group commenced a formal sale process as described in the Takeover Code. Since December 2017, the Board and the management of the Company, alongside its financial adviser, have conducted a wide range of discussions with both financial investors and industry participants. The Offer is the result of a thorough and structured review of discussions with multiple third parties, which were informed by diligence of the Plant Impact Group's technology and business operations.

In considering the Offer, the Board assessed the Offer against three principal criteria. Firstly, the Board examined the value of the consideration that would be received by Plant Impact Shareholders in connection with the Offer. Secondly, the Board considered the impact of Croda Europe's proposed strategic plans for the Plant Impact Group on the Group's business operations and employees. Finally, the Board considered Croda Europe's capability to complete the acquisition in accordance with the Offer, in the context of Plant Impact's financial position.

In relation to the first consideration criterion noted above, the Board considered Croda Europe's recommended cash Offer against two primary alternatives: a re-financing via a placement of new equity to existing Plant Impact Shareholders or new shareholders; and a potential divestment of technology assets.

In relation to the re-financing alternative, the Board determined that securing such equity or debt capital would be challenging given the Board's understanding of the low level of support from existing shareholders for such a fundraising. In relation to the latter alternative, the Board investigated whether to divest of selected assets and solicited indicative offers for certain of those assets, however these offers significantly undervalued the relevant assets compared with the implied value placed on such assets under the terms of the Offer.

The Board considered alternatives to reduce significantly the Plant Impact Group's capital requirement through a fundamental restructuring of the business. The Board determined that such a restructuring would so severely reduce the future growth prospects of the Company that it would limit the likelihood of securing new investment and providing a reasonable return on that investment over a reasonable investment horizon.

Finally, the Board explored the possibility of debt financing but determined that this would also not be feasible on acceptable terms.

9. Irrevocable undertakings

In addition to the irrevocable undertakings received from certain Plant Impact Directors referred to in paragraph 3 above, Croda Europe has received irrevocable undertakings from certain Plant Impact Shareholders to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, in respect of a total of 30,260,951 Ordinary Shares, representing approximately 32.0 per cent. of the ordinary share capital of Plant Impact in issue on 15 February 2018 (being the last Business Day prior to the date of this announcement).

Croda Europe has therefore received irrevocable undertakings in respect of a total of 33,163,522 Ordinary Shares, representing approximately 35.1 per cent. of the ordinary share capital of Plant Impact in issue on 15 February 2018 (being the last Business Day prior to the date of this announcement).

Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

10. Information on Croda Europe and Croda

Croda Europe is a wholly-owned subsidiary of Croda, a £5.7 billion market capitalised FTSE100 company incorporated in 1925 which, today, is a global producer and marketer of high performance ingredients and technologies in some of the world's biggest and most successful consumer brands: creating, making and selling speciality chemicals that are used by many industries and end consumers. The Croda Group has a global network of over 4,200 employees, working together across manufacturing sites and offices in 36 countries. The Croda Group has a flexible business model that allows it to focus on developing and delivering innovative, sustainable ingredients that customers can build on across a range of focused sectors including: personal care, health care, crop care, smart materials, energy technologies, home care and water technologies and industrial chemicals.

11. Information on Plant Impact

Plant Impact was incorporated in 2005 and is traded on AIM.

Plant Impact is a crop enhancement research and development company. Its head office and primary research facilities are at the Rothamsted Centre for Research and Enterprise in Harpenden, UK, with offices in: Sao Paulo, Brazil; Raleigh, North Carolina, USA; and Buenos Aires, Argentina. Plant Impact is a member of the European Biostimulants Industry Council and the US Biostimulants Coalition.

Plant Impact conducts research into crop responses to stresses that reduce yield, in order to understand what factors limit a plant's potential. Plant Impact combines its in-house scientific expertise with additional specialist input from regular collaborations with academic and research institutions such as Lancaster University and Rothamsted Research. Plant Impact's Scientific Advisory Network brings together academics and authorities on soybean and wheat crop physiology, biostimulants, agchem, biochemistry and formulation chemistry.

All of Plant Impact's products are outsourced for manufacture at three of the UK's leading contract manufacturers, which allows Plant Impact to have products manufactured to order without the requirement to invest in in-house production facilities or carry inventory. Plant Impact markets these products via global strategic partners and other smaller regional agrochemical distributors.

12. Plant Impact Share Scheme and awards

All of the options or awards granted under or pursuant to the Plant Impact Share Scheme or under separate share option agreements have an exercise price in excess of the Offer price or are otherwise subject to performance targets which have not been achieved and, as such, no offer or proposal will be made to holders of such options or other awards in accordance with Rule 15 of the Takeover Code.

13. Financing

The consideration in respect of the Offer will be financed from Croda Europe's existing cash resources.

GCA Altium, financial adviser to Croda Europe, is satisfied that sufficient resources are available to Croda Europe to enable it to satisfy in full the cash consideration payable to Plant Impact Shareholders under the terms of the Offer.

14. Offer-related arrangements

Confidentiality Agreement

Croda and Plant Impact entered into a confidentiality agreement dated 17 January 2018 (the 'Confidentiality Agreement'), pursuant to which Croda agreed to keep confidential information about Plant Impact and not to disclose to third parties (other than permitted recipients) confidential information provided by Plant Impact unless required by law or regulation. These confidentiality obligations remain in force for a period of five years expiring on 16 January 2023. Croda has also agreed during the period of its evaluation of the Offer, and for a twelve month period following the end of such evaluation, not to solicit employees of Plant Impact. The Confidentiality Agreement further includes customary standstill obligations on Croda.

15. Structure of the Offer

It is intended that the Offer will be effected by means of a Court-sanctioned scheme of arrangement between Plant Impact and the Scheme Shareholders under Part 26 of the Companies Act, although Croda Europe reserves the right to elect to implement the offer by means of a Takeover Offer (subject to receipt of Takeover Offer Consent).

The purpose of the Scheme is to provide for Croda Europe to become the owner of the entire issued and to be issued ordinary share capital of Plant Impact. Following the Scheme becoming Effective, the Scheme Shares will be transferred to Croda Europe, in consideration for which the Scheme Shareholders whose names appear on the register of members of Plant Impact at the Scheme Record Time will receive 10.57 pence per Scheme Share in cash on the basis set out in paragraph 2 of this announcement.

Ordinary Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the Plant Impact Articles be amended so that Ordinary Shares issued after the Scheme Record Time other than to Croda Europe will be automatically acquired by Croda Europe on the same terms as under the Scheme.

The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The Offer is conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, on or before the Long-Stop Date or such later date (if any) as Croda Europe and Plant Impact may, with the consent of the Panel, agree in writing and (if required) the Court may allow. In summary, the Scheme will be conditional upon:

· the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders and such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date as Croda Europe and Plant Impact may agree in writing and the Court may allow);

· the Resolutions required to approve and implement the Scheme, as set out in the notice of the General Meeting, being duly passed by the requisite majority of Plant Impact Shareholders at the General Meeting (or at any adjournment thereof) and such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date as Croda Europe and Plant Impact may agree in writing and the Court may allow); and

· the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Croda Europe and Plant Impact) and the delivery of an office copy of the Court Order to the Registrar of Companies and the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date as Croda Europe and Plant Impact may agree in writing and the Court may allow).

The deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing to approve the Scheme as set out above may be waived by Croda Europe, and the Long-Stop Date may be extended by agreement in writing between Plant Impact and Croda Europe.

Once the necessary approvals from Plant Impact Shareholders and the Court have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court. The Scheme shall then become effective upon delivery of an office copy of the Court Order to the Registrar of Companies.

If the Scheme is not Effective by the Long-Stop Date (or such later date (if any) as Plant Impact and Croda Europe may, with the consent of the Panel, agree in writing and (if required) the Court may allow), the Scheme will not be implemented and the Offer will not proceed.

Upon the Scheme becoming Effective, it shall be binding on all Plant Impact Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as reasonably practicable and, in any event (save with the consent of the Panel), within 28 days of this announcement. The Scheme Document and Forms of Proxy will be made available to all Plant Impact Shareholders at no charge to them.

Croda Europe reserves the right to elect, subject to receipt of Takeover Offer Consent, to implement the Offer by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Plant Impact as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Croda Europe so decides (with the consent of the Takeover Panel), on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those that would apply to the Scheme and subject to the Takeover Offer Acceptance Condition referred to in Part B of Appendix I to this announcement.

The Scheme will be governed by the laws of England and Wales. The Scheme will be subject to the applicable requirements of the Takeover Code, the Takeover Panel, the London Stock Exchange and the AIM Rules.

16. Disclosure of interests in Plant Impact

As at the close of business on 15 February 2018, being the last Business Day prior to the date of this announcement, save for the irrevocable undertakings referred to in paragraphs 3 and 9 above, none of Croda Europe or any directors of Croda Europe or, so far as Croda Europe is aware, any person acting, or deemed to be acting, in concert with Croda Europe:

· had an interest in, or right to subscribe for, relevant securities of Plant Impact;

· had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Plant Impact;

· had procured an irrevocable commitment or letter of intent to accept the terms of the acquisition in respect of relevant securities of Plant Impact; or

· had borrowed or lent any Ordinary Shares.

Furthermore, save for the irrevocable undertakings described in paragraphs 3 and 9 above, no arrangement exists between Croda Europe or Plant Impact or a person acting in concert with Croda Europe or Plant Impact in relation to Ordinary Shares. For these purposes, an 'arrangement' includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Ordinary Shares which may be an inducement to deal or refrain from dealing in such securities.

17. Cancellation of trading and re-registration

Prior to the Scheme becoming Effective and subject to any applicable requirements of the AIM Rules, Plant Impact will apply for the cancellation of trading in the Ordinary Shares on AIM to take effect on and from or shortly after the Effective Date.

On the Effective Date, share certificates in respect of Ordinary Shares will cease to be valid and entitlements to Ordinary Shares held within the CREST system will be cancelled or transferred. It is also proposed that, following the Effective Date, Plant Impact will be re-registered as a private limited company.

18. General

GCA Altium and Peel Hunt have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

19. Documents published on websites

Copies of the following documents will be made available on Plant Impact's website and Croda's website at http://www.plantimpact.com/investors and https://www.croda.com/en-gb/investors respectively by no later than 12 noon on the Business Day following the date of this announcement until the end of the Offer:

· the irrevocable undertakings referred to in paragraph 3 and 9 above;

· the Confidentiality Agreement; and

· the written consents provided by each of GCA Altium and Peel Hunt.

Neither the contents of Plant Impact's and Croda's websites, nor the content of any other website accessible from hyperlinks on either such website, is incorporated into or forms part of, this announcement.

Enquiries:

Croda Europe	Tel: +44 (0) 140 586 0551
Conleth Campbell
GCA Altium, financial adviser to Croda Europe	Tel: +44 (0) 845 505 4300
Phil Adams
Paul Lines
Teneo Blue Rubicon, public relations adviser to Croda Europe	Tel: +44 (0) 203 603 5220
Charlie Armitstead

Plant Impact	Tel: +44 (0) 158 246 5540
David Jones, Chairman
John Brubaker, Chief Executive Officer
Peel Hunt, Rule 3 adviser to Plant Impact	Tel: +44 (0) 207 418 8900
Adrian Trimmings
Michael Nicholson
George Sellar
Nicole McDougall
Buchanan, public relations adviser to Plant Impact	Tel: +44 (0) 207 466 5000
Mark Court
Sophie Wills
Jamie Hooper

IMPORTANT NOTICES

Overseas Shareholders

Purchases

Forward-Looking Statements

No Profit Forecasts or Estimates

Disclosure Requirements of the Takeover Code

Information Relating to Plant Impact Shareholders

Publication on Website(s) and availability of Hard Copies

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Rounding

APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER AND THE SCHEME

Part A: Conditions of the Offer and the Scheme

1. The Offer will be conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, on or before 11.59 p.m. (London time) on the Long-Stop Date.

2. The Scheme will be subject to the following conditions:

2.1 (i) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders who are on the register of members of Plant Impact at the Voting Record Time, and who are present and voting (and entitled to vote), in person or by proxy, at the Court Meeting and at any separate class meeting which the Court may require (or, in either case, any adjournment thereof) and (ii) such Court Meeting (or any adjournment thereof) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date as Croda Europe and Plant Impact may agree in writing and the Court may allow);

2.2 (i) the Resolutions required to approve and implement the Scheme being duly passed by Plant Impact Shareholders by the requisite majority at the General Meeting (or any adjournment thereof) and (ii) such General Meeting (or any adjournment thereof) being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date as Croda Europe and Plant Impact may agree in writing and the Court may allow); and

2.3 (i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Plant Impact and Croda Europe) and the delivery of an office copy of the Court Order to the Registrar of Companies and (ii) the Court Hearing being held on or before the 22nd day after the expected date of such Court Hearing to be set out in the Scheme Document (or such later date as Croda Europe and Plant Impact may agree in writing and the Court may allow).

3. In addition, subject as stated in Part B below and to the requirements of the Panel, the Offer will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions referred to in this paragraph 3(as amended if appropriate) have been satisfied (where capable of satisfaction) and continue to be satisfied or, where relevant, waived prior to the Scheme being sanctioned by the Court:

Anti-trust, notifications, waiting periods and authorisations

3.1 all anti-trust and/or merger control notifications, filings or applications which are necessary in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable anti-trust and/or merger control legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all anti-trust and/or merger control authorisations, orders, consents, clearances, permissions and approvals necessary in any jurisdiction for, or in respect of, the Offer and, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Plant Impact having been obtained;

3.2 all material notifications, filings or applications which are necessary having been made in connection with the Offer and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated or waived (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Offer and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Plant Impact or any other member of the Wider Plant Impact Group by any member of the Wider Croda Group, in each case where the absence of such notification, filing or application would have a material adverse effect on the Wider Croda Group or the Wider Plant Impact Group in each case taken as a whole, and all Authorisations necessary in respect thereof having been obtained in terms and in a form reasonably satisfactory to Croda Europe from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Plant Impact Group or the Wider Croda Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Plant Impact Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations having been made where, in each case absence of such Authorisation would have a material adverse effect on the Wider Plant Impact Group or the Wider Croda Group in each case taken as a whole;

General regulatory

3.3 no Third Party having given notice in writing of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, inquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

3.3.1 make the Offer or its implementation, or the acquisition or proposed acquisition of any shares or other securities in, or control of, Plant Impact by Croda Europe, void, unenforceable and/or illegal under the laws of any relevant jurisdiction;

3.3.2 otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay the same or otherwise interfere with the Offer or its implementation, in any case to an extent which is material in the context of the Wider Plant Impact Group or the Wider Croda Group, as the case may be, taken as a whole; or

3.3.3 impose material additional conditions or obligations with respect to, or otherwise materially impede, interfere or require material adverse amendment of the Offer or the acquisition of any shares or other securities in, or control of, Plant Impact by Croda Europe, in any case to an extent which is material in the context of the Wider Plant Impact Group or the Wider Croda Group, as the case may be, taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer having expired, lapsed or been terminated;

Solvency

3.4 no member of the Wider Plant Impact Group being unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

3.5 no member of the Wider Plant Impact Group (other than in respect of a member of the Wider Plant Impact Group which is dormant and was solvent at the relevant time) having taken any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

Certain matters arising as a result of any arrangement, agreement, etc.

3.6 save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Plant Impact Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance, which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Croda Group of any shares or other securities (or the equivalent) in Plant Impact or because of a change in the control or management of any member of the Wider Plant Impact Group or otherwise, would or might reasonably be expected to result in, to an extent in any such case which is material in the context of the Wider Plant Impact Group taken as a whole:

3.6.1 any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Plant Impact Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

3.6.2 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Plant Impact Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

3.6.3 any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Plant Impact Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

3.6.4 any liability of any member of the Wider Plant Impact Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

3.6.5 the rights, liabilities, obligations, interests or business of any such member or any member of the Wider Plant Impact Group under any such arrangement, agreement, lease, licence, franchise, permit or instrument or the interests or business of any such member or any member of the Wider Plant Impact Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

3.6.6 any member of the Wider Plant Impact Group ceasing to be able to carry on business under any name under which it presently carries on business;

3.6.7 the value of, or the financial or trading position of any member of the Wider Plant Impact Group being prejudiced or adversely affected; or

3.6.8 the creation or acceleration of any liability (actual or contingent) by any member of the Wider Plant Impact Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Plant Impact Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in the Conditions in paragraphs 3.6.1 to 3.6.8 (inclusive) to an extent in any such case which is material in the context of the Wider Plant Impact Group taken as a whole;

Certain events occurring since 31 July 2017

3.7 save as Disclosed, no member of the Wider Plant Impact Group having since 31 July 2017:

3.7.1 issued or agreed to issue or authorised or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Ordinary Shares out of treasury (except, in each case, where relevant, as between Plant Impact and wholly owned subsidiaries of Plant Impact or between the wholly owned subsidiaries of Plant Impact and except for the issue or transfer out of treasury of Ordinary Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Plant Impact Share Scheme);

3.7.2 recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Plant Impact to Plant Impact or any of its wholly owned subsidiaries;

3.7.3 other than pursuant to the Offer (and except for transactions between Plant Impact and its wholly owned subsidiaries or between the wholly owned subsidiaries of Plant Impact and transactions in the ordinary course of business) implemented, effected, authorised or announced its intention to implement, effect or authorise any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings to an extent in any such case which is material in the context of the Wider Plant Impact Group taken as a whole;

3.7.4 except for transactions in the ordinary course of business or between the Wider Plant Impact Group and its wholly owned subsidiaries, or between such subsidiaries, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised or announced any intention to do so;

3.7.5 issued, authorised or announced an intention to authorise the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or (other than trade credit incurred in the ordinary course of business) incurred or increased any indebtedness except as between Plant Impact and any of its wholly owned subsidiaries or between such subsidiaries which in any case is material in the context of the Wider Plant Impact Group taken as a whole;

3.7.6 entered into or varied or authorised, proposed or announced its intention, other than in the ordinary course of business, to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which involves or could involve an obligation of a material nature or magnitude which is reasonably likely to be restrictive on the business of any member of the Wider Plant Impact Group and which, when taken with any other such contract, arrangement, agreement, transaction or commitment is material in the context of the Wider Plant Impact Group taken as a whole;

3.7.7 entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director of Plant Impact except for salary increases, bonuses or variation of terms, in each case, in the ordinary and usual course of business and consistent with past practice;

3.7.8 proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Plant Impact Group (in a manner which is material in the context of the Wider Plant Impact Group taken as a whole);

3.7.9 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital;

3.7.10 waived, compromised or settled any claim which is material in the context of the Wider Plant Impact Group taken as a whole;

3.7.11 terminated or varied the terms of any agreement or arrangement between any member of the Wider Plant Impact Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Plant Impact Group taken as a whole;

3.7.12 save as disclosed on publically available registers or as envisaged in accordance with the terms of the Scheme made any alteration to its memorandum or articles of association or other incorporation documents;

3.7.13 made or agreed or consented to any material change to the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Plant Impact Group for its directors, employees or their dependants or to the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or valued or made, or agreed or consented to;

3.7.14 made, authorised or announced an intention to propose any change in its loan capital to an extent in any such case which is material in the context of the Wider Plant Impact Group taken as a whole; or

3.7.15 entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition in paragraph 3.7;

No adverse change, litigation, regulatory enquiry or similar

3.8 save as Disclosed, since 31 July 2017:

3.8.1 no adverse change and no circumstances having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits, operational performance or prospects of any member of the Wider Plant Impact Group which is material in the context of the Wider Plant Impact Group taken as a whole;

3.8.2 no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Plant Impact Group or to which any member of the Wider Plant Impact Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Plant Impact Group, in each case which is material in the context of the Wider Plant Impact Group taken as a whole;

3.8.3 no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Plant Impact Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Plant Impact Group, in each case which is material in the context of the Wider Plant Impact Group taken as a whole;

3.8.4 no contingent or other liability in respect of any member of the Wider Plant Impact Group having arisen or increased other than in the ordinary course of business which is reasonably likely to materially affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Plant Impact Group to an extent in any such case which is material in the context of the Wider Plant Impact Group taken as a whole; and

3.8.5 no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Plant Impact Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Plant Impact Group taken as a whole;

No discovery of certain matters regarding information, liabilities, environmental issues, corruption and intellectual property

3.9 save as Disclosed, Croda Europe not having discovered:

3.9.1 that any financial, business or other information concerning the Wider Plant Impact Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider Croda Group by or on behalf of any member of the Wider Plant Impact Group prior to the date of this announcement is materially misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading (in any case to an extent which is material in the context of the Wider Plant Impact Group taken as a whole);

3.9.2 that any member of the Wider Plant Impact Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Plant Impact Group taken as a whole;

3.9.3 that any past or present member of the Wider Plant Impact Group has not complied in any material respect with all applicable legislation, regulations of any jurisdiction or any notice or requirement of any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Plant Impact Group (in any case to an extent which is material in the context of the Wider Plant Impact Group taken as a whole);

3.9.4 that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Plant Impact Group (in any case to an extent which is material in the context of the Wider Plant Impact Group taken as a whole);

3.9.5 that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Plant Impact Group, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto (in any case to an extent which is material in the context of the Wider Plant Impact Group taken as a whole);

3.9.6 any member of the Wider Plant Impact Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010, the US Foreign Corrupt Practices Act or any other applicable anti-corruption legislation;

3.9.7 any asset of any member of the Wider Plant Impact Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

3.9.8 any past or present member of the Wider Plant Impact Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction; or

3.9.9 no circumstance having arisen or event having occurred in relation to any material intellectual property owned or used by any member of the Wider Plant Impact Group, which would have a material adverse effect on the Wider Plant Impact Group taken as a whole, including:

3.9.9.1 any member of the Wider Plant Impact Group losing its title to any of its intellectual property, or any intellectual property owned by the Wider Plant Impact Group being revoked, cancelled or declared invalid;

3.9.9.2 any claim being asserted or threatened by any person challenging the ownership of any member of the Wider Plant Impact Group to, or the validity or effectiveness of, any of its intellectual property; or

3.9.9.3 any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Plant Impact Group being terminated or varied.

Part B: Further terms of the Offer

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

To the extent permitted by law and subject to the requirements of the Panel, Croda Europe reserves the right to waive:

· the deadline set out in the Condition in paragraph 1 of Part A and any of the deadlines set out in the Conditions in paragraph 2 of Part A for the timing of the Court Meeting, General Meeting and the Court Hearing. If any such deadline is not met, Croda Europe shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Plant Impact to extend the deadline in relation to the relevant Condition; and

· in whole or in part, all or any of the Conditions in paragraphs 3.1 to 3.9 (inclusive) of Part A.

The Conditions in paragraphs 3.1 to 3.9 (inclusive) of Part A must be fulfilled or waived by no later than 11.59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse.

Croda Europe shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions by a date earlier than the latest date specified above for the fulfilment or waiver of that Condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

If Croda Europe is required by the Panel to make an offer for Ordinary Shares under the provisions of Rule 9 of the Takeover Code, Croda Europe may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

The Offer shall lapse if:

· in so far as the Offer or any matter arising from or relating to the Scheme or Offer constitutes a concentration with a Community dimension within the scope of the EC Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the EC Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the EC Regulation and there is then a CMA Phase 2 Reference; or

· in so far as the Offer or any matter arising from the Scheme or Offer does not constitute a concentration with a Community dimension within the scope of the EC Regulation, the Scheme or Offer or any matter arising from or relating to the Offer becomes subject to a CMA Phase 2 Reference,

in either case, before the date of the Court Meeting.

Croda Europe reserves the right to elect, with the consent of the Panel and (provided that no third party has made an announcement of a firm intention to make an offer under Rule 2.7 of the Code) Plant Impact ('Takeover Offer Consent'), to implement the Offer by way of a Takeover Offer. In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments, so far as applicable, as those which would apply to the Scheme, including (without limitation) an acceptance condition set at 90 per cent. of the shares to which such offer relates (or such less percentage, being more than 50 per cent. of the Ordinary Shares carrying voting rights, as Croda Europe may following consultation within the Panel, decide)(the 'Takeover Offer Acceptance Condition').

The availability of the Offer to Overseas Shareholders and the distribution of this document in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves of, and observe, any such restrictions.

Unless otherwise determined by Croda Europe or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

Under Rule 13.5(a) of the Takeover Code, Croda Europe may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Croda Europe in the context of the Offer. The Conditions contained in paragraphs 1 and 2 of Part A and, if applicable, the Takeover Offer Acceptance Condition set out in this Part B are not subject to this provision of the Takeover Code.

Under Rule 13.6 of the Takeover Code, Plant Impact may not invoke, or cause or permit Croda Europe to invoke, any Condition unless the circumstances which give rise to the right to invoke the Condition are of material significance to the shareholders in Plant Impact in the context of the Offer.

The Ordinary Shares which will be acquired under the Offer will be acquired with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including (without limitation) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement in respect of the Ordinary Shares other than any Subsequent Dividend.

Croda Europe reserves the right for any other member of the Croda Group from time to time to implement the Offer.

The Offer is governed by the law of England and Wales and is subject to the jurisdiction of the English courts. The Offer will be made on and subject to the conditions and further terms set in this Appendix I and to be set out in the Scheme Document. The Offer will be subject to the applicable requirements of the Takeover Code, the Panel, the AIM Rules and the London Stock Exchange.

Croda International plc published this content on 16 February 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 February 2018 07:10:09 UTC.

Original documenthttp://otp.investis.com/clients/uk/croda_international_plc/rns/regulatory-story.aspx?cid=1044&newsid=978627

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