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Spice PLC (SPI)

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Thursday 02 December, 2010

Spice PLC

Scheme of Arrangement becomes

RNS Number : 2755X
Spice PLC
02 December 2010

Not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.


2 December 2010



Recommended cash acquisition of Spice plc ("Spice") by Cilantro Acquisitions Limited (a company formed at the direction of funds managed and advised by Cinven Limited) ("Cilantro Acquisitions")


Scheme of Arrangement becomes Effective


In respect of Cilantro Acquisitions' proposed acquisition of Spice by way of Scheme of Arrangement as announced on 27 September 2010 and as approved by Scheme Shareholders at the Court Meeting and by Spice Shareholders at the General Meeting (both of which were held on 4 November 2010), Spice announces that office copies of the Court Orders (together with the Statement of Capital attached thereto) have been delivered to the Registrar of Companies and therefore the Scheme has now become Effective.


As referred to in the circular containing the Scheme that was sent to Spice Shareholders on 11 October 2010, Spice also announces that it has received notice that the non-executive directors, Peter Cawdron, Julie Baddeley, Michael Shallow and Timothy Huddart, have resigned from the Spice Board with immediate effect.


The listing of the Spice Shares on the Official List of the UK Listing Authority, and their admission to trading on the main market of the London Stock Exchange, will be cancelled by no later than 8.00 a.m. on 6 December 2010.


Holders of Scheme Shares are entitled to receive 70 pence for each Scheme Share held by them at the Scheme Record Time (6.00 pm on 30 November 2010).  Cheques and settlement through CREST in respect of the Cash Consideration due to Scheme Shareholders will be dispatched / effected (as applicable) by no later than 16 December 2010


All references in this announcement are to London time.


Capitalised terms used but not defined in this announcement have the same meanings as given to them in the circular containing the Scheme that was sent to Spice Shareholders on 11 October 2010.




Cilantro Acquisitions                      

Tel: +44 (20) 7661 3333

Pascal Heberling


Yalin Karadogan




Altium (financial adviser to Cilantro Acquisitions)

Tel: + 44 (20) 7484 4040

Stephen Georgiadis


Sam Fuller




Investec (financial adviser to Cilantro Acquisitions)

Tel: +44 (20) 7597 5970

Charles Batten


James Rudd




HSBC Bank plc (financial adviser to Cilantro Acquisitions)

Tel: +44 (20) 7991 8888

James Pincus




Tulchan Communications (PR adviser    
to Cinven and Cilantro Acquisitions)      

Tel: +44 (20) 7353 4200

James Bradley


Peter Hewer





Tel: +44 (11) 3 201 2120

David Owens (Chief Executive)


Oliver Lightowlers (Group Finance Director)




Hawkpoint (financial adviser to Spice)

Tel: +44 (20) 7665 4500

Chris Robinson


Christopher Kemball


Serge Rissi




KBC Peel Hunt (broker to Spice)          


Tel: +44 (20) 7418 8900

Julian Blunt


Simon Brown




Financial Dynamics (PR adviser to Spice)

Tel: +44 (20) 7831 3113 

Billy Clegg


Caroline Stewart






This information is provided by RNS
The company news service from the London Stock Exchange