FWY Fayrewood

 

TIDMFWY 
 
RNS Number : 0389N 
Fayrewood PLC 
09 February 2009 
 

Not for release, distribution or publication, in or into any jurisdiction where 
it is unlawful to do so. 
 
Fayrewood Plc 
 
 
("Fayrewood" or the "Company") 
 
 
RECOMMENDED OFFER BY LETCHWORTH INVESTMENTS LIMITED FOR FAYREWOOD PLC 
 
 
Amendment to Scheme Timetable 
 
The Company has been advised that two separate Court Hearings will now be 
required to approve the Reductions of Capital and the Scheme. 
 
 
The first Court Hearing is due to take place tomorrow, 10 February 2009, as 
originally planned, to seek confirmation of the Capital Reduction and the 
Court's sanction of the Scheme. 
 
 
The second Court Hearing is expected to take place on Thursday 12 February 2009 
at which confirmation of the reduction of capital associated with the 
cancellation and extinguishing of the Scheme Shares will be sought. 
 
 
As a result, the Effective Date of the Scheme and the cancellation date of 
admission to trading on AIM of Fayrewood Shares is expected to be delayed by a 
day. The change will however have no impact on the expected date for suspension 
of dealing in the Fayrewood Shares which is still due to take place at 7.00 am 
tomorrow morning. 
 
 
The revised timetable for completion of the Scheme is therefore expected to be 
as follows: 
 
 
  *  trading in Fayrewood's Shares will be suspended from 7:00am on 10 February 2009; 
 
  *  the first Court Hearing to confirm the Capital Reduction and to sanction the 
  Scheme will take place on 10 February 2009; 
 
  *  the second Court Hearing to confirm the reduction of capital associated with the 
  cancellation and extinguishing of the Scheme Shares is expected to take place on 
  12 February 2009; 
 
  *  the Scheme and related Reductions of Capital are expected to become effective on 
  12 February 2009; 
 
  *  cancellation of admission to trading of the Fayrewood Shares is expected to take 
  place on 13 February 2009; and 
 
  *  despatch of cheques or settlement through CREST in respect of the cash 
  consideration due under the Scheme will be made on 25 February 2009 
 
 
 
If any of these expected dates change, Fayrewood will give reasonable notice of 
the change by issuing an announcement through a Regulatory Information Service. 
 
 
Unless the context otherwise requires, terms defined in the announcement dated 
10 December 2008 have the same meaning in this announcement. 
Enquiries: 
 
 
Letchworth Investments 
 
 
David Kleeman Tel: +44 (0)20 7430 9329 
 
 
Fayrewood 
 
 
Richard Templeton 
Tel: +44 (0)1398 331 215/07785 731130 
 
 
KBC Peel Hunt Limited (Financial Adviser to Fayrewood) 
 
 
Oliver Scott Tel: +44 (0)20 7418 8900 
Richard Kauffer 
Daniel Harris 
 
 
Buchanan Communications (PR Adviser to Fayrewood) 
 
 
 
 
Tim Anderson Tel: +44 (0)20 7466 5000 
Lisa Baderoon 
 
 
 
 
Copies of the Scheme Document will be available on the investor relations 
section of the Fayrewood  website www.fayrewood.co.uk from 15 December 2008. 
 
 
KBC Peel Hunt, which is authorised and regulated in the United Kingdom for the 
conduct of investment business by the Financial Services Authority, is acting 
exclusively for Fayrewood (and for Letchworth solely in connection with the 
Guidance Letter) and no one else in connection with the matters described in 
this announcement and will not be responsible to anyone other than Fayrewood (or 
as appropriate, Letchworth) for providing the protections afforded to clients of 
KBC Peel Hunt nor for providing advice in relation to the matters described in 
this announcement. 
 
 
This announcement is not intended to, and does not constitute or form any part 
of, an offer or invitation to sell or subscribe for or purchase any securities 
or solicitation of any vote or approval in any jurisdiction pursuant to the 
Transaction or otherwise. The Transaction will be made through the Scheme 
Document, which will contain the full terms and conditions of the Transaction 
(including details of how to vote in respect of the Transaction). Any acceptance 
of or other response to the Transaction should be made only on the basis of the 
information contained in the Scheme Document. Fayrewood Shareholders are advised 
to read the Scheme Document carefully, once it has been dispatched. 
 
 
Notice to Overseas Persons 
 
 
The availability of the Transaction to Fayrewood Shareholders who are not 
resident in the United Kingdom may be affected by the laws of relevant 
jurisdictions. Fayrewood Shareholders who are not resident in the United Kingdom 
will need to inform themselves about and observe any applicable requirements. 
 
 
The Transaction will be subject to the applicable rules and regulations of the 
London Stock Exchange and the City Code. 
 
 
This communication shall not constitute an offer to sell or the solicitation of 
an offer to buy securities, or the solicitation of any vote or approval, nor 
shall there be any sale of securities in any jurisdiction in which such offer, 
solicitation or sale would be unlawful prior to registration or qualification 
under the securities laws of such jurisdiction. 
 
 
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 1 per cent. or more of any class of 
"relevant securities" of Letchworth or of Fayrewood, 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 date on which the Scheme becomes effective, the Transaction 
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 
Letchworth or Fayrewood, 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 Letchworth or of Fayrewood by Letchworth or Fayrewood, or by any 
of their respective "associates", must 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 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 
 
 MSCQKLFBKLBXBBV 
 

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