Sanction of Scheme by the Court (7743G)
18 May 2011 - 12:57AM
UK Regulatory
TIDMIMD
RNS Number : 7743G
Independent Media Distribution PLC
17 May 2011
17 May 2011
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such
jurisdiction
Recommended cash acquisition of
Independent Media Distribution plc
by
Lausanne Acquisitions Limited
a company controlled by investment partnerships advised by
Vitruvian Partners LLP
Sanction of Scheme by the Court
Independent Media Distribution plc ("IMD" or the "Company")
announces that today the Court has made an order sanctioning the
Scheme by which the proposed acquisition by Lausanne Acquisitions
Limited ("Bidco") of the entire issued and to be issued share
capital of the Company is being implemented.
In order for the Scheme to become effective in accordance with
its terms, the Court will now need to confirm the associated
Capital Reduction at the Reduction Court Hearing, which is expected
to take place on 19 May 2011.
Next Steps
It is expected that dealings in IMD Shares will be suspended at
or about 7.30 a.m. on 18 May 2011. Subject to the Court confirming
the Capital Reduction at the Reduction Court Hearing on 19 May
2011, it is expected that the Scheme will become effective on 20
May 2011 and that trading of IMD Shares on AIM will be cancelled,
and the IMD Shares will cease to be admitted to trading on the
London Stock Exchange's AIM market, at or about 7.00 a.m. on 23 May
2011.
A detailed timetable of events for the Scheme is set out in the
Scheme Document published by the Company dated 25 March 2011
("Scheme Document"). Copies of the Scheme Document are available
for inspection during normal business hours on any business day at
the offices of DLA Piper UK LLP at 3 Noble Street London EC2V 7EE
up to and including the Effective Date.
Other
Capitalised terms used, but not defined, in this announcement
shall have the same meaning as set out in the Scheme Document.
Unless otherwise stated, all references to times in this
document are to London times.
Enquiries
Bidco Tel: + 44 (0)20 7518
2800
Toby Wyles / Ben Johnson
DC Advisory Partners, financial adviser Tel: + 44 (0) 20
to Bidco 7856 0999
Richard Madden / David Sanders
IMD Tel: +44 (0) 7765
258 995
David Haynes
Oakley Capital, financial adviser to IMD Tel: + 44 (0) 20
7766 6900
Chris Godsmark / Daniel Havercroft
Charles Stanley Securities, Nominated Adviser Tel: +44 (0) 20 7149
to IMD 6478
Mark Taylor
Oakley Capital, which is authorised and regulated by the
Financial Services Authority, is acting exclusively for IMD as its
financial adviser in connection with the Proposals and no one else
in connection with the Proposals and will not be responsible to any
person other than IMD for providing the protections afforded to
clients of Oakley Capital or for providing advice in relation to
the contents of this announcement or any matter referred to
herein.
DC Advisory Partners, which is authorised and regulated by the
Financial Services Authority for investment business activities, is
acting for Bidco as financial adviser in relation to the Proposals
and is not acting for any other person in relation to such
Proposals. DC Advisory Partners will not be responsible to anyone
other than Bidco for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
announcement or any offer or arrangements referred to herein.
Charles Stanley Securities, a division of Charles Stanley &
Co Limited, which is authorised and regulated by the Financial
Services Authority, is the nominated adviser and corporate broker
to IMD for the purposes of the AIM Rules and no one else in
connection with the Proposals and will not be responsible to any
person other than IMD for providing the protections afforded to
clients of Charles Stanley Securities or for providing advice in
relation to the contents of this announcement or any matter
referred to herein.
Further information
This document does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this document and otherwise
in any jurisdiction in which such offer or solicitation is
unlawful. IMD Shareholders are advised to read carefully the formal
documentation relating to the Proposals. The Proposals are made
solely through the Scheme Document and Forms of Proxy which
contains the full terms and conditions of the Scheme.
Overseas Jurisdictions
This announcement has been prepared for the purposes of
complying with the laws of England and Wales and the City Code, and
the information disclosed herein or therein may not be the same as
that which would have been disclosed if these documents had been
prepared in accordance with the laws of any other jurisdiction.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
Publication on IMD website
A copy of this announcement will be available free of charge for
inspection on IMD's website at www.imdplc.com by no later than 8.00
a.m. on 18 May 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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