Sanction of Scheme
10 October 2007 - 12:34AM
UK Regulatory
RNS Number:4090F
Revenue Assurance Services PLC
09 October 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD BE UNLAWFUL
For immediate release
9 October 2007
Recommended acquisition of Revenue Assurance Services plc by Spice PLC
Sanction of Scheme of Arrangement by the Court
Revenue Assurance Services plc ("Revenue Assurance" or the "Company") announces
that the Court today approved the reorganisation of capital comprised within the
proposed scheme of arrangement under section 425 of the Act (the "Scheme") to
effect the acquisition of the Company by Spice PLC ("Spice"). The Scheme and its
implementation were approved by the requisite majorities of the Company's
shareholders at meetings held on 11 September 2007. Accordingly, each Ordinary
Share held by Scheme Shareholders will be sub-divided and reclassified into A
Shares and B Shares (the "Share Reclassification") at 5.00 p.m. on 10 October
2007 following delivery of the office copy of the Court Order sanctioning the
Share Reclassification and the Scheme to the Registrar of Companies.
In order to allow the Share Reclassification and subsequent Capital Reduction to
be completed, the last day of dealings in, and for registration of transfers of,
Revenue Assurance Shares will be 9 October 2007. Revenue Assurance Shares will
therefore be suspended from trading on AIM from 7.00 a.m. on 10 October 2007. No
transfers of Revenue Assurance Shares will be registered after 9 October 2007,
other than the registration of Revenue Assurance Shares released, transferred or
issued under the terms of the Revenue Assurance Share Schemes after the Scheme
Court Hearing and prior to the Reorganisation Record Time and the register of
members of the Company will be closed with effect from 5.00 p.m. on 10 October
2007.
The Acquisition remains conditional upon the confirmation of the Capital
Reduction by the Court and an office copy of the Court Order relating to the
reduction of capital being delivered to, and registered by, the Registrar of
Companies. Provided that the Reduction Court Order is so registered, Revenue
Assurance has requested that the London Stock Exchange cancel the admission to
trading on AIM, of the Ordinary Shares with effect from 7.30 a.m. on 12 October
2007.
Enquiries:
Revenue Assurance Services plc Spice PLC
Tel: +44 (0)1483 735 700 Tel: +44 (0) 113 201 2120
Simon Beart Simon Rigby
William Good Oliver Lightowlers
Carl Chambers
Cenkos Securities plc Landsbanki Securities (UK) Limited
(Financial adviser, nominated adviser and Financial adviser to Spice)
broker to Revenue Assurance)
Tel: +44 (0) 20 7397 8900 Tel: +44 (0) 20 7426 9000
Nicholas Wells Simon Hardy
Simon Southwood Simon Bridges
Dan Webster
The Revenue Assurance Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Revenue Assurance Directors (who have taken all reasonable care to ensure that
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.
Cenkos, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Revenue Assurance and no one else
in connection with the Acquisition and the Scheme and will not be responsible to
anyone other than Revenue Assurance for providing the protections afforded to
the clients of Cenkos nor for providing advice in relation to the Acquisition
and the Scheme or any other matter or arrangement referred to in this
announcement.
Landsbanki Securities (UK) Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Spice and no one else in connection with the Acquisition and the Scheme and will
not be responsible to anyone other than Spice for providing the protections
afforded to the clients of Landsbanki Securities (UK) Limited nor for providing
advice in relation to the Acquisition and the Scheme or any other matter or
arrangement referred to in this announcement.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside of England.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction whether relating to the Acquisition or otherwise.
This announcement does not constitute a prospectus or a prospectus equivalent
document. The Acquisition will be made solely through the Scheme Circular which
contains the full details, terms and conditions of the Acquisition.
In particular, this announcement is not an offer of securities for sale in the
United States and the New Spice Shares, which will be issued in connection with
the Acquisition, have not been, and will not be, registered under the Securities
Act or under the securities law of any state, district or other jurisdiction of
the United States, Australia, Canada or Japan and no regulatory clearance in
respect of the New Spice Shares has been, or will be, applied for in any
jurisdiction other than the UK. Accordingly, the New Spice Shares are not being
and may not be (unless an exemption under relevant securities laws is
applicable) offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Australia, Canada or Japan or any other jurisdiction if
to do so would constitute a violation of the relevant laws of, or require
registration thereof in, such jurisdiction or to, or for the account or benefit
of, any United States, Australian, Canadian or Japanese person.
Words and expressions defined in the scheme circular dated on 17 August 2007
(the "Scheme Circular") shall, unless the context provides otherwise, have the
same meanings in this announcement.
The expected timetable of events is as follows:
Cessation of trading and dealings in Revenue 9 October 2007(1)
Assurance Shares
Filing of Scheme Court Order 10 October 2007
Reorganisation Record Time 5.00 p.m. on 10 October 2007
Reduction Court Hearing to confirm the Capital 11 October 2007
Reduction and Reduction Court Order Date
Filing of Reduction Court Order 12 October 2007
Effective Date 12 October 2007
Cancellation of admission of Scheme Shares 7.30 a.m. on 12 October 2007
to trading on AIM
Issue of New Spice Shares 8.00 a.m. on 12 October 2007
Commencement of dealings in New Spice 8.00 a.m. on 12 October 2007
Shares on AIM
Latest date for despatch of cheques and 26 October 2007
certificates in respect of New Spice Shares
or settlement through CREST
(as appropriate)
Notes:
(1) Revenue Assurance Shares released, transferred or issued under the Revenue
Assurance Share Schemes or under the Warrants may be registered after this
date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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