Hurricane and Prax are pleased to announce that, earlier today, in connection with the acquisition by Prax of the entire issued, and to be issued, ordinary share capital of Hurricane (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), which was announced by Hurricane and Prax on 16 March 2023, the Court Order was delivered to the Registrar of Companies. All of the conditions set out in in the scheme document in respect of the Acquisition which was published on 6 April 2023 (the "Scheme Document") have now been satisfied or waived and accordingly, the Scheme has now become Effective in accordance with its terms and the entire issued ordinary share capital of Hurricane is now owned by Prax.
Admission to trading of Hurricane Shares on AIM will be cancelled with effect from 7.00 a.m. on 9 June 2023.
As a result of the Scheme becoming Effective, share certificates in respect of Hurricane Shares have ceased to be valid and of value and entitlements to Hurricane Shares held in uncertificated form in CREST will be cancelled.
A Scheme Shareholder on the register of members of Hurricane at the Scheme Record Time, being 6.00p.m. on 7 June 2023, will be entitled to receive for each Hurricane Share held:
· 6.02 pence, comprising 0.83 pence by way of the Cash Consideration, 3.32 pence by way of the Transaction Dividend and 1.87 pence by way of the Supplementary Dividend; and
· a Deferred Consideration Unit.
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form, settlement of the Cash Consideration payable to them pursuant to the Scheme will be effected by means of cheques which will be despatched as soon as practicable and in any event no later than 14 days after the date of this announcement, being 22 June 2023.
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in uncertificated form, settlement of the Cash Consideration payable to them pursuant to the Scheme will be effected by way of the crediting of CREST accounts as soon as practicable and in any event no later than 22 June 2023.
Further information relating to settlement of DCU entitlements will be made available to Scheme Shareholders as soon as practicable.
Each of the Hurricane Directors has resigned as a director of Hurricane with effect from the Scheme becoming Effective. Executive Directors Antony Maris and Richard Chaffe will continue to be employed by Hurricane Group Limited.
Alessandro Agostini, Iain McKendrick and Sanjeev Kumar Soosaipillai have been appointed as directors of Hurricane with effect from the Scheme becoming Effective.
Stifel Nicolaus Europe Limited, the Company's Financial Adviser, Nominated Adviser and Joint Corporate Broker, has resigned with effect from the Scheme becoming Effective.
Full details of the Acquisition are set out in the Scheme Document. Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
Dentons UK & Middle East LLP is providing legal advice to Hurricane. Pinsent Masons LLP is providing legal advice to Prax and the Prax Group.
