Posting of Scheme Document
19 February 2009 - 12:10AM
UK Regulatory
TIDMBROC TIDMRGO
RNS Number : 5253N
Broca Plc
18 February 2009
Broca plc
18 February 2009
Posting of Scheme Document, Cancellation of Trading on AIM, Annual Report and
Accounts and Notice of Annual General Meeting
Posting of Scheme Document
Broca plc ("Broca" or the "Company") announces that, further to the announcement
of 5 February 2009 regarding the proposed acquisition of the entire issued
ordinary share capital of Broca by 2 ergo Group plc, the Scheme Document has
been posted to shareholders today.
A copy of the Scheme Document is available on the Company's website
www.brocaplc.com.
The anticipated timetable of principal events is as follows:
13 March 2009 Annual General Meeting, Court Meeting and General
Meeting
3 April 2009 Scheme Court Hearing (to sanction the Scheme)
3 April 2009 Scheme Record Date
7am on 6 April 2009Suspension of trading on AIM of the Ordinary Shares of Broca
7 April 2009 Reduction Court Hearing (to confirm the reduction of capital)
8 April 2009Effective Date
7am on 9 April 2009Cancellation of admission to trading on AIM of the Ordinary
Shares of Broca
8am on 9 April 2009 Admission of the New 2 ergo Group plc Shares to trading
on AIM
9 April 2009 Expected date for settlement of New 2 ergo Group plc
Shares therough CREST
16 April 2009Latest date for despatch of share certificates for New 2 ergo Group
plc Shares
Note:
These times and dates are indicative only and will depend, inter alia, on the
dates upon which the Court sanctions the Scheme and confirms the Capital
Reduction. If the expected dates of the Court Hearings are changed, Broca will
make a further announcement as required.
The Court Meeting and General Meeting, to be held under the Scheme, will be held
at the offices of Halliwells LLP, 3 Hardman Square, Spinningfields, Manchester,
M3 3EB on 13 March 2009. The Court Meeting will commence at 11.00am and the
General Meeting will commence at 11.15 am (or as soon thereafter as the Court
Meeting has concluded or adjourned).
Capitalised terms used, but not defined, in this announcement have the same
meanings as given to them in the Scheme Document.
Cancellation of Trading on AIM
Should the Scheme Shareholders approve the Resolutions at the Court Meeting and
General Meeting, the Company will become a 100% subsidiary of 2 ergo Group plc
and application will be made to the London Stock Exchange for the cancellation
of the Company's Ordinary Shares from admission to trading on AIM. Based on the
current timetable (as set out above), cancellation of the Ordinary Shares from
trading on AIM is expected to occur at 7.00 a.m. on 9 April 2009.
Annual Report and Accounts
The Company announces that the annual report of the Company for the year ended
31 August 2008 has been posted to shareholders today. A copy of the annual
report and accounts is available on the Company's website www.brocaplc.com.
Notice of Annual General Meeting
Notice is hereby given that the 2009 Annual General Meeting ("AGM") of Broca plc
will be held at the offices of Halliwells LLP, 3 Hardman Square, Spinningfields,
Manchester M3 3EB on 13 March 2009 at 10.00am.
The notice of AGM has been posted to the Broca shareholders and the full version
of the notice is available on the Company's website www.brocaplc.com
For further information contact:
Ian Price - Managing Director
Broca Plc
Tel: 0845 0066661
Fiona Owen
Grant Thornton UK LLP
Nominated Adviser and Financial Adviser
Tel: 020 7383 5100
Claire Palmer/Mark Ling
Littlejohn
Tel: 020 7516 2200
The Directors accept responsibility for the information contained in this
announcement. To the best of knowledge and belief of the Directors, who have
taken all reasonable care to ensure such is the case, the information contained
in this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This announcement is for information purposes only and does not constitute an
offer to sell or invitation to purchase any securities or the solicitation of
any vote for approval in any jurisdiction, nor shall there be any sale, issue or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. Any response in relation to the Acquisition
should be made only on the basis of the information contained in the Scheme
Document or any document by which the Acquisiton is made. This announcement does
not constitute a prospectus or prospectus equivalent document.
Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for 2 ergo and no-one else in
connection with the Acquisition and will not be responsible to anyone other than
2 ergo for providing the protections afforded to clients of Numis, nor for
providing advice in relation to the Acquisition, the content of this
announcement, or any matter referred to herein. Numis is 2 ergo's nominated
adviser for the purposes of the AIM Rules and as nominated adviser, its
responsibilities are owed solely to the London Stock Exchange and are not owed
to 2 ergo or any 2 ergo Director or any other entity or person.
RSM Bentley Jennison, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for 2 ergo and no one
else in connection with the Acquisition and will not be responsible to anyone
other than 2 ergo for providing the protections afforded to clients of RSM
Bentley Jennison nor for providing advice in relation to the Acquisition, the
contents of this announcement, or any matter referred to herein.
Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Broca and no-one
else in connection with the Acquisition and will not be responsible to anyone
other than Broca for providing the protections afforded to clients of Grant
Thornton UK LLP nor for providing advice in relation to the Acquisition, the
content of this announcement, or any matter referred to herein. Grant Thornton
UK LLP is Broca's nominated adviser for the purposes of the AIM Rules and as
nominated adviser, its responsibilities are owed solely to the London Stock
Exchange and are not owed to Broca or any Director or any other entity or
person.
Littlejohn is acting exclusively for Broca and no-one else in connection with
the Acquisition and will not be responsible to anyone other than Broca for
providing the protections afforded to clients of Littlejohn nor for providing
advice in relation to the Acquisition, the contents of this announcement or any
matter referred to herein.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom. The
release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
No listing authority or equivalent has reviewed, approved or disapproved of this
announcement or any of the proposals described herein.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Broca or 2 ergo, all dealings in any "relevant
securities" of that company (including by means of an option in respect of, or a
"derivative" referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will continue until the
Effective Date or until the date on which the Scheme lapses or is otherwise
withdrawn or on which the "Offer Period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Broca or 2 ergo,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of 2 ergo or Broca by 2 ergo or Broca or by any of their respective
"associates" must also be disclosed by no later than 12.00 noon (London time) on
the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" dealings should be disclosed and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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