Scheme Court Hearing and Suspension of Dealings
03 April 2009 - 10:44PM
UK Regulatory
TIDMBROC TIDMRGO
RNS Number : 1126Q
Broca Plc
03 April 2009
3 April 2009
Broca plc
("Broca" or the "Company")
Scheme Court Hearing and Suspension of dealings
On 13 March 2009, the shareholder resolutions to approve the recommended
acquisition of Broca by 2 ergo, to be effected by means of a scheme of
arrangement under Part 26 of the 2006 Act, were duly passed at the Court Meeting
and the General Meeting.
The Broca Board is pleased to announce that, at the Scheme Court Hearing held
earlier today, the Court has granted an order sanctioning the Scheme.
Implementation of the Scheme remains subject to the Court confirming the Capital
Reduction at the Reduction Court Hearing which is expected to take place on 7
April 2009. Subject to the Scheme receiving confirmation of the Court on that
date, the Effective Date of the Scheme is expected to be 8 April 2009.
Further, the Broca Board announces that today is the last day of dealings in
the Ordinary Shares. The Ordinary Shares will be suspended from trading on AIM
with effect from 7:00 a.m. on 6 April 2009 and no transfers after such time will
be registered.
It is also expected that the New 2 ergo Shares will be issued and allotted to
Scheme Shareholders on the Effective Date and that Admission will become
effective and dealings, for normal settlement, will commence at 8.00 a.m. on the
Business Day after the Effective Date.
The expected timing of principal events in respect of the implementation of the
Scheme of Arrangement is as follows:
+-------------------+----------+--------------------------------------------------------+
| 7:00 am on 6 | | Suspension of trading on AIM of the Ordinary Shares |
| April 2009 | | |
+-------------------+----------+--------------------------------------------------------+
| 7 April 2009 | | Reduction Court Hearing (to confirm the reduction of |
| | | capital) |
+-------------------+----------+--------------------------------------------------------+
| 8 April 2009 | | Effective Date |
+-------------------+----------+--------------------------------------------------------+
| 7:00 am on 9 | | Cancellation of admission to trading on AIM of the |
| April 2009 | | Ordinary Shares |
+-------------------+----------+--------------------------------------------------------+
| 8:00 am on 9 | | Admission of the New 2 ergo Shares to trading on AIM |
| April 2009 | | |
+-------------------+----------+--------------------------------------------------------+
| 9 April 2009 | | Expected date for settlement of New 2 ergo Shares |
| | | through CREST |
+-------------------+----------+--------------------------------------------------------+
| 16 April 2009 | | Latest date for despatch of share certificates for New |
| | | 2 ergo Shares |
+-------------------+----------+--------------------------------------------------------+
If the expected date of the Reduction Court Hearing is changed, Broca will make
a further announcement as required.
All references to times in this announcement are to London times.
Capitalised terms used but not defined in this announcement have the
same meanings as given to them in the Scheme Document dated 18 February 2009
in relation to the Scheme
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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