LAX Laxey It

    RNS Number : 6880C
  Laxey Investment Trust (The) PLC
  03 September 2008
   

    For immediate release

    The Laxey Investment Trust plc

    Not for release, publication or distribution, in whole or part, in, or into or from Australia, Canada, Japan or the United States or any
other Restricted Jurisdiction

    3 September 2008

    Proposals for the acquisition

    of

    The Laxey Investment Trust plc ("TLIT" or the "Company")

    by

    LIT plc ("Bidco")

    (a company incorporated in the Isle of Man formed at the direction of Laxey Partners Limited ("Laxey"))


    RESULTS OF COURT MEETING AND GENERAL MEETING

    On 4 July 2008, the board of Bidco and the Independent Directors of TLIT announced that they had reached agreement on the proposals (the
"Proposals") for the acquisition by Bidco of the entire issued and to be issued ordinary share capital of TLIT, to be implemented by means
of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

    The TLIT Directors are pleased to announce that the Court Meeting and the General Meeting convened in relation to the Proposals, which
were held earlier today, have both concluded successfully.  All resolutions proposed, as set out in the notices of each meeting in the
Scheme Document, received the necessary majorities and were accordingly passed. A summary of the voting results is set out below.  Subject
to the satisfaction or waiver of the conditions of the Scheme, it is currently expected that the Scheme will be implemented on 1 October
2008.

    The TLIT Directors also note the announcement made earlier today by TDG plc that all resolutions proposed at TDG plc's Court meeting and
general meeting held earlier today in connection with the TDG Scheme received the necessary majorities and were accordingly passed.

    Further details of the Scheme and the Acquisition are contained in the Scheme Document.

    Copies of the Scheme Document are available for inspection at the offices of Maclay, Murray & Spens LLP, One London Wall, London EC2Y
5AB.

    Voting results
    The voting results in relation to the Court Meeting and the General Meeting are summarised below:

    Court Meeting
                     Number of     % of shareholders      Number of shares  % of shares voted    % of Public Scheme
          shareholders casting         casting votes                 voted                                   Shares
                         votes
 For                        28                96.55%             4,429,800             99.99%                50.64%
 Against                     1                 3.45%                   313              0.01%                0.004%


    General Meeting
          Number of shares voted  % of shares voted
 For                   4,395,300             99.99%
 Against                     313              0.01%

    Copies of the resolutions passed at the Court Meeting and the General Meeting have been submitted to the UK Listing Authority and will
shortly be available for inspection by the public during normal business hours on any weekday (except public holidays) at the UK Listing
Authority's Document Viewing Facility which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London
E14 5HS.

    Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in
the Company's announcement of 4 July 2008.


    Enquiries:
 TLIT                                             +44 (0) 20 7002 8511
 David Panter

 Smith & Williamson (financial adviser to TLIT)   +44 (0) 20 7131 4000
 Azhic Basirov
 David Jones

 LIT plc/Laxey Partners Limited                   +44 (0) 1624 690 900
 Alex Paiusco
 Saki Riffner

 KBC Peel Hunt (financial adviser to LIT plc)     +44 (0) 20 7418 8900
 David Davies
 Oliver Stratton
 Guy Wiehahn

    Smith & Williamson, which is authorised and regulated by the Financial Services Authority, is acting exclusively for TLIT and for no-one
else in relation to the Proposals and will not be responsible to anyone other than TLIT for providing the protections afforded to clients of
Smith & Williamson, or for providing advice in relation to the Proposals.

    KBC Peel Hunt, 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 Scheme and as nominated adviser and broker in relation to admission of the Bidco Shares to
trading on AIM and is not acting for any other person in relation to such Scheme and admission of the Bidco Shares to trading on AIM. KBC
Peel Hunt 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 the Scheme, the admission of the Bidco Shares to trading on AIM or any arrangement
referred to herein.

    Further information on the Proposals
    This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation
of an offer to buy or subscribe for any securities or the solicitation of any vote or approval, nor shall there be any purchase, sale or
exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful
prior to registration or qualification under the laws of such jurisdictions. Any response in relation to the Proposals should be made only
on the basis of the information contained in the Scheme Document.

    The availability of the Proposals to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements. Further details in relation to overseas persons who are Shareholders will be contained in the Scheme Document.

    The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law
and therefore Shareholders who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and
observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Proposals disclaim any responsibility or
liability for the violation of such restrictions by any person.

    This announcement has been prepared for the purpose of complying with English law and the applicable rules and regulations of the FSA,
the London Stock Exchange and the Panel 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.

    Persons receiving copies of this announcement and all other documents relating to the Proposals (including, without limitation,
nominees, trustees and custodians) should observe the above restrictions and must not mail, or otherwise forward, distribute or send such
documents in, into or from any such jurisdiction in violation of these restrictions and applicable laws. Any person (including, without
limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to,
forward this announcement and/or the Scheme Document and/or any other related document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

    The Bidco Shares have not been and will not be registered under the US Securities Act nor under any of the relevant securities laws of
any province or territory of Restricted Jurisdictions. Accordingly, such securities may not be offered, sold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions. It is expected
that the Bidco Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof. This transaction has not been approved or disapproved by the US Securities and Exchange Commission (the
"Commission"), nor has the Commission or any US state securities commission passed upon the merits or fairness of the transaction nor upon
the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the
United States. The information disclosed in this document is not the same as that which would have been disclosed if this document had been prepared for the purpose of complying with the registration
requirements of the US Securities Act or in accordance with the laws and regulations of any other jurisdiction.

    If the Proposals are carried out by way of an Offer, the Offer will not be made, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will not be capable of acceptance from or within a
Restricted Jurisdiction.

    The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in
relation to them, and release of this document shall not give rise to any implication that there has been no change in the facts set out in
this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the
future financial performance of TLIT except where otherwise stated. 

    Dealing disclosure requirements 
    Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or
more of any class of 'relevant securities' of TLIT, all 'dealings' in any such 'relevant securities' (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 London business day following the date of the relevant transaction. This requirement will continue until the date of the Court
Meeting or the date on which the Scheme is withdrawn (or, if applicable, on which the Offer becomes or is declared unconditional as to
acceptances or lapses or is otherwise withdrawn). 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 TLIT, 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 Code, all 'dealings' in 'relevant securities' of TLIT by Bidco or by Laxey, or by TLIT or any of
their respective 'associates', must be disclosed by no later than 12 noon (London time) on the London 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
the 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 Code, which can also be found on the Panel's website. If you are in any doubt as to the
application of Rule 8 to you, you should contact an independent financial advisor authorised pursuant to the Financial Services and Markets
Act 2000, contact the Panel on +44 (0) 20 7382 9026 or consult the Panel's website at www.thetakeoverpanel.org.uk.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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