TIDMDMP
RNS Number : 7177T
DM Plc
09 December 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION
9 December 2011
RECOMMENDED CASH OFFER
by
ADRIAN WILLIAMS
for
DM PLC ("DM")
(to be effected by means of a Scheme of Arrangement)
On 7 December 2011, Adrian Williams and the Independent Director
of DM plc, Mark Winter, announced that they had reached agreement
on the terms of a recommended cash offer by Adrian Williams to
acquire the whole of the issued and to be issued share capital of
DM not already owned by him (the "Offer"). This Offer is to be
effected by means of a court-sanctioned scheme of arrangement (the
"Scheme") between DM and the Scheme Shareholders under Part 26 of
the Companies Act 2006.
The Independent Director of DM is pleased to announce that a
circular (the "Scheme Document") setting out, amongst other things,
the full terms and conditions of the Scheme and an explanatory
statement, together with the recommended action to be taken by DM
Shareholders, is being posted to DM Shareholders today.
Notices convening the Court Meeting and the General Meeting to
be held at the offices of Jones Day at 21 Tudor Street, London,
EC4Y 0DJ on 9 January 2012 at 10.00 a.m. and 10.05 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned),
respectively, are contained in the Scheme Document. Subject to the
satisfaction or waiver of the Conditions, it is currently expected
that the Scheme will become effective on 26 January 2012. If any of
the expected dates change, DM will give notice of the change by
issuing an appropriate announcement through a Regulatory
Information Service.
A request has been made to the London Stock Exchange to cancel
the admission to trading of DM Shares on AIM with effect from the
Scheme Effective Date. As such the cancellation of admission to
trading of DM Shares on AIM is expected to take place at 7.00 a.m.
on 27 January 2012.
In accordance with Rules 20 and 26 of the AIM Rules for
Companies and the City Code, an electronic copy of the Scheme
Document has been sent to the London Stock Exchange and made
available on DM's website: www.dmplc.com.
Unless the context otherwise requires, terms defined in this
announcement have the same meaning as those terms defined in the
Scheme Document.
Latest time for lodging Forms of Proxy 10.00 a.m. on 7 January
for the: 2012
Court Meeting (WHITE Form of Proxy) 10.05 a.m. on 7 January
General Meeting (BLUE Form of Proxy) 2012
Voting Record Time 6.00 p.m. on 7 January 2012
Court Meeting 10.00 a.m. on 9 January
2012
General Meeting 10.05 a.m. on 9 January
2012
The following dates are indicative
only and subject to change
Court hearing to sanction the Scheme
and confirm the Capital Reduction 25 January 2012
Last day of dealings in, and for registration
of transfer of, and disablement of
CREST of, DM Shares 25 January 2012
Scheme Record Time 6.00 p.m. on 25 January
2012
Scheme Effective Date 26 January 2012
Cancellation of admission to trading 7.00 a.m. on 27 January
on AIM of DM Shares 2012
Latest date of despatch of cheques/settlement
in CREST 9 February 2012
Long-stop date being the date by which
the Scheme must be implemented 31 March 2012
All references in this document to times are to times in the
United Kingdom (unless otherwise stated). These dates are
indicative only and will depend, among other things, on the date
upon which the Court sanctions the Scheme and whether the
Conditions are satisfied or (if capable of waiver) waived on or
prior to such date and the date on which the Court Order and the
Statement of Capital is delivered to or registered by the Registrar
of Companies (as applicable). If there are any revisions to the
timetable, DM will give adequate notice of the change by making an
appropriate announcement through a Regulatory Information
Service.
Enquiries:
Adrian Williams Tel: 01989 769 292
Adrian Williams
DM Tel: 01989 769 292
Mark Winter, Independent Director
Altium (Financial adviser to DM) Tel: 0845 505 4343
Adrian Reed
Adam Sivner
Altium Capital Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for DM and no one else in connection with the Offer and
will not be responsible to anyone other than DM for providing the
protections afforded to customers of Altium Capital Limited nor for
providing advice in relation to the Offer, the Scheme or any
transaction or arrangement referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer has been
made solely through the Scheme Document, which contains the full
terms and conditions of the Offer. Any response to the Offer should
be made only on the basis of the information in the Scheme
Document.
The distribution of this announcement in jurisdictions other
than the UK may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable
requirements. 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 England.
Unless otherwise determined by Adrian Williams, copies of this
announcement and any other documentation relating to the Offer
(including, without limitation, the Scheme Document and the Forms
of Proxy) are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send any such documents in
or into or from any such Restricted Jurisdiction. Any person
(including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual
or legal obligation to, forward this announcement and/or the Scheme
Document and/or the Forms of Proxy (if applicable) and/or any other
related document to any jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of any relevant jurisdiction. Neither the
SEC nor any US state securities commission has approved or
disapproved the Offer or passed upon the adequacy or completeness
of this announcement or any other documentation relating to the
Proposal (including, without limitation, the Scheme Document and
the Forms of Proxy). Any representation to the contrary is a
criminal offence.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available on DM's
website at www.dmplc.com on or around 9 December 2011.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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