TIDMZTR
RNS Number : 3499P
Zetar PLC
23 October 2012
For immediate release
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 LAWS OR
REGULATIONS OF SUCH JURISDICTION
23 October 2012
ZETAR PLC
Timetable Change Notification
Recommended cash offer for
Zetarplc
by
Zertus UK Holding Limited
Summary
On 5 October 2012, Zetarplc ("Zetar") and Zertus UK Holding
Limited ("Zertus") announced that they had reached agreement on the
terms of a recommended cash offer to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 ("Acquisition").
A Scheme Circular containing, amongst other things, notices of
the Court Meeting and the General Meeting, details of the Scheme
and the terms and conditions of the Acquisition was posted to Zetar
Shareholders on 17 October 2012.
Unless the context otherwise requires, terms defined in the
Scheme Circular shall have the same meaning in this
announcement.
Timetable Change
The indicative timetable for the Acquisition is set out on page
8 of the Scheme Circular ("Timetable").
Prior to the Scheme becoming effective, it is proposed that
Zetar will make an application to the London Stock Exchange for the
cancellation of the Zetar Shares from trading on AIM.
After discussions with the London Stock Exchange, it has been
determined that the following changes be made to the Timetable:
-- the expected time and date for suspension of trading of, and
dealings in, Zetar Shares, the expected last time for registration
of transfers of Zetar Shares and the expected disablement of Zetar
Shares in CREST, is at 7.30am on 28 November 2012 (as opposed to
6.00pm on 27 November 2012); and
-- the expected time and date of cancellation of admission of
Zetar Shares to trading on AIM is 7.00am on 30 November 2012 (as
opposed to 7.30am on 30 November 2012).
The dates stated above are indicative only and will depend,
among other things, on the Scheme becoming effective, the dates
upon which the Court sanctions the Scheme and confirms the
associated Reduction of Capital and the date on which the
Conditions are satisfied or (if capable of waiver) waived.
Enquiries:
Zetarplc +44 (0)7970 148016
David Williams
CanaccordGenuity Hawkpoint Limited (financial +44 (0)20 7665
and Rule 3 adviser to Zetar) 4500
Chris Robinson
William Bain
+44 (0)20 3100
Liberum (nominated adviser and broker to Zetar) 2000
Simon Atkinson
+49 40 44 194
Zertus UK Holding Limited 194
JörnRiemer
Harry Asmus
Andreas Romankiewicz
Spayne Lindsay and Co. LLP (financial adviser +44 (0)20 7808
to Zertus UK and Zertus) 3253
Tom Lindsay
Richard O'Donnell
CanaccordGenuity Hawkpoint, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively for Zetarplc
and is acting for no one else in connection with the Acquisition
and this announcement and will not be responsible to anyone other
than Zetarplc for providing the protections afforded to clients of
CanaccordGenuity Hawkpoint nor for providing advice in relation to
the Acquisition or this announcement or any matter referred to
herein.
Spayne Lindsay and Co. LLP is acting exclusively for Zertus /
Zertus UK in connection with the Acquisition and for no one else
and will not be responsible to anyone other than Zertus/ Zertus
UKfor providing the protections afforded to its clients or for
providing advice in relation to the Acquisition.
Liberum, which is authorised and regulated in England and Wales,
is acting as nominated adviser to Zertus under the AIM Rules and no
one else in connection with the Acquisition and this announcement
and will not be responsible to anyone other than Zertus for
providing the protections afforded to clients of Liberum nor for
providing advice in relation to the Acquisition or this
announcement or any matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent or more of any class of relevant securities of Zetar 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)
Zetar 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 Zetar 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 I per cent or more of any class of relevant
securities of Zetar or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of Zetar
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) Zetar 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 Zetar 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 Zetar and by
any offeror and Dealing Disclosures must also be made by Zetar, 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into, jurisdictions other than the United Kingdom and Ireland
may be restricted by law and therefore persons into whose
possession this announcement comes who are not resident in the
United Kingdom or Ireland should inform themselves about, and
observe, any applicable restrictions. Zetar Shareholders and Zertus
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the 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.
Notes to US investors
Shareholders in the United States should note that the
Acquisition relates to the shares of an English company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, English law. Neither the proxy
solicitation nor the tender offer rules under the US Securities
Exchange Act of 1934, as amended, will apply to the Scheme.
Moreover the Scheme will be subject to the disclosure requirements
and practices applicable in the UK to schemes of arrangement, which
differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Financial information
included in the Scheme Circular has been prepared in accordance
with accounting standards applicable in the UK and Ireland and may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
Zetar and Zertus are organised under the laws of England. All of
the officers and directors of Zetar and Zertus are residents of
countries other than the United States. It may not be possible to
sue Zetar and Zertus in a non-US court for violations of US
securities laws. It may be difficult to compel Zetar, Zertus and
their respective affiliates to subject themselves to the
jurisdiction and judgment of a US court.
Publication on website
Copies of this announcement and the Scheme Document are
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on the Zetar
website at www.zetar.com, up to and including the Effective
Date.
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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