Autologic Holdings PLC Scheme Effective (7245J)
09 Agosto 2012 - 5:51PM
UK Regulatory
TIDMALG TIDMSTOB
RNS Number : 7245J
Autologic Holdings PLC
09 August 2012
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
9 August 2012
RECOMMENDED CASH OFFER
for
AUTOLOGIC HOLDINGS PLC
by
STOBART HOLDINGS LIMITED
(a wholly owned subsidiary of Stobart Group Limited)
TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26
OF THE COMPANIES ACT 2006
Scheme effective
On 18 June 2012, Stobart Group Limited ("Stobart") and Autologic
Holdings plc ("Autologic") announced that they had reached
agreement on the terms of a recommended cash offer pursuant to
which Stobart Holdings Limited ("Stobart Holdings"), a wholly owned
subsidiary of Stobart, will acquire the entire issued and to be
issued ordinary share capital of Autologic by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Transaction"). A circular ("Scheme Circular")
containing, amongst other things, notices of the Court Meeting and
the General Meeting, details of the Scheme and setting out the
terms of the Transaction was posted to Autologic Shareholders on 2
July 2012.
The Directors of Autologic are pleased to announce that the High
Court of Justice in England and Wales has today, 9 August 2012,
made an order sanctioning the Scheme and confirming the Reduction
of Capital. The Court Order relating to the Scheme and the
associated Capital Reduction together with a Statement of Capital
have been delivered to the Registrar of Companies and, accordingly,
the Scheme has now become effective in accordance with its
terms.
Following an application by Autologic to the London Stock
Exchange, trading in Autologic Shares on AIM was suspended at 7.30
a.m. (London time) today. The FSA has issued a supervisory notice
confirming that the listing of the Autologic Shares will be
cancelled with effect from 7.00 a.m. (London time) on 13 August
2012.
The latest date for despatch of cheques and the crediting of
CREST accounts for consideration due under the Scheme will be 24
August 2012.
A detailed timetable of events for the Scheme is set out in the
Scheme Circular dated 2 July 2012.
Unless the context otherwise requires, terms defined in the
Scheme Circular shall have the same meaning in this
announcement.
Enquiries
Autologic Holdings PLC T: 01604 664458
Avril Palmer-Baunack, CEO T: 020 7523 8000
Canaccord Genuity Limited
Bruce Garrow
Ross Allister
Biddicks T: 020 3178 6378
Katie Tzouliadis
Sophie McNulty
Stobart Group Limited T: 01925 605 400
Rodney Baker-Bates, Non-executive Chairman
Square 1 Consulting T: 020 7929 5599
David Bick
Mark Longson
Disclosure requirements of the Takeover Code (the "Code")
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 8.3.2. Effective 19 September 2011, 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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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