Acquisition of Iberchem

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Croda International (CRDA)

UK 100

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Acquisition	means the acquisition of the entire issued share capital of Fragrance Spanish Topco, S.L. by the Group;
Acquisition Agreement	means the agreement dated on or about the date hereof between the Company, LH Iberchem SAS and certain individuals in connection with the acquisition by the Group of Fragrance Spanish Topco SL;
Admission	means the admission of the Placing Shares to the premium listing segment of the Official List becoming effective in accordance with the Listing Rules and the admission of the Placing Shares to trading on the London Stock Exchange's main market becoming effective in accordance with the Admission and Disclosure Standards;
Admission and Disclosure Standards	means the Admission and Disclosure Standards of the London Stock Exchange, as amended from time to time
Affiliate	has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings;
Announcement	means this announcement (including its Appendices);
Bookbuild	means the bookbuilding process to be commenced by the Joint Global Co-ordinators to use reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;
Closing Date	means the day on which the transactions effected in connection with the Placing will be settled;
CREST	means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form;
Croda or Company	means Croda International Plc;
DTRs	means the Disclosure Guidance and Transparency Rules made by the FCA pursuant to Part VI of FSMA;
EEA	European Economic Area
Enlarged Group	means the Group as enlarged by the Target Group
Enlarged Group Material Adverse Change	means any material adverse effect or change in or affecting, or any development reasonably likely to give rise to or involve a material adverse change, in or affecting the condition (financial, operational, legal or otherwise) or the earnings, management, business affairs, solvency, credit rating or prospects, of the Company or the Enlarged Group (taken as a whole), whether or not arising in the ordinary course of business;
Euroclear	means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;
Exchange Information	means the business and financial information the Company is required to publish in accordance with MAR and the rules and practices of the London Stock Exchange and/or the FCA;
F&F	means fragrances and flavours;
FCA or Financial Conduct Authority	means the UK Financial Conduct Authority;
FSMA	means the Financial Services and Markets Act 2000 (as amended, including any regulations made pursuant thereto);
Group	means the Company and its subsidiary undertakings;
HSBC	HSBC Bank plc;
Iberchem	means the Target;
Investor Representation Letter	has the meaning given to it in Appendix 1 to this Announcement;
Joint Global Co-ordinators	means HSBC and Morgan Stanley;
Listing Rules	means the rules and regulations made by the FCA under FSMA;
London Stock Exchange	means London Stock Exchange plc;
MAR	means the Market Abuse Regulation (EU) No.596/2014;
Material Adverse Change	means any material adverse effect or change in or affecting, or any development reasonably likely to give rise to or involve a material adverse change, in or affecting the condition (financial, operational, legal or otherwise) or the earnings, management, business affairs, solvency, credit rating or prospects, of the Company or the Group (taken as a whole), whether or not arising in the ordinary course of business;
Morgan Stanley	Morgan Stanley & Co. International plc;
Official List	means the Official List maintained by the FCA in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA;
Ordinary Share	means an ordinary share of 10.609756 pence each in the capital of the Company;
Placee	means any person procured by the Joint Global Co-ordinators (acting as agents for and on behalf of the Company), on the terms and subject to the conditions of the Placing Agreement, to subscribe for the Placing Shares pursuant to the Placing;
Placing	has the meaning given in the section of this Announcement entitled "Financing and expected timetable";
Placing Agreement	has the meaning given to it in Appendix 1 to this Announcement;
Placing Price	means the price per Placing Share as may be agreed between the Joint Global Co-ordinators and the Company;
Placing Shares	has the meaning given in the section of this Announcement entitled "Financing and expected timetable" ;
PRA or Prudential Regulation Authority	means the UK Prudential Regulation Authority;
Prospectus Regulation	means the Prospectus Regulation (EU) 2017/1129;
Qualified Investor	has the meaning given in Article 2(e) of the Prospectus Regulation;
QIB	means a "qualified institutional buyer" as defined in Rule 144A of the Securities Act;
Regulation S	means Regulation S promulgated under the Securities Act;
Regulatory Information Service	means a primary information provider that has been approved by the FCA to disseminate regulated information;
Restricted Territory	means the United States, Australia, the Republic of South Africa or Japan or any jurisdiction in which the release, publication or distribution of this Announcement is unlawful;
Securities Act	means the U.S. Securities Act of 1933, as amended;
subsidiary	has the meaning given to that term in the Companies Act 2006;
subsidiary undertaking	has the meaning given to that term in the Companies Act 2006;
Target	Fragrance Spanish TopCo SL, a sociedad limitada organised under the laws of the Kingdom of Spain, whose registered office is at Avenida del Descubrimiento, Parcela 9/9, Poligono I, 30820 Alcantarilla, Murcia, Spain, and registered with the Commercial Registry of Murcia and holder of Spanish Tax Identification number (NIF) B-87795613;
Target Group	means Target and its subsidiary undertakings;
Terms and Conditions	means the terms and conditions of the Placing set out in Appendix 1 to this Announcement;
transfer taxes	means stamp duty or stamp duty reserve tax or any other similar duties or taxes;
uncertificated or in uncertificated form	means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;
United Kingdom or UK	means the United Kingdom of Great Britain and Northern Ireland; and
United States or U.S.	means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof.