Scheme Document Posted
04 Novembre 2005 - 5:42PM
UK Regulatory
Somerfield plc
For Immediate Release
4 November 2005
Recommended Proposals
for the acquisition of
Somerfield plc
by
VIOLET ACQUISITIONS LIMITED
Posting of Scheme Circular
The Independent Directors of Somerfield plc ("Somerfield") announce that on 31
October 2005 the High Court of Justice of England and Wales (the "Court") made
an Order, in connection with the proposed scheme of arrangement pursuant to
section 425 of the Companies Act 1985 between Somerfield and its shareholders
(the "Scheme"), that Somerfield may convene a Court Meeting for 10.00 a.m. on
28 November 2005 of the independent shareholders of Somerfield for the purpose
of considering and, if thought fit, approving the Scheme. An extraordinary
general meeting of Somerfield has been convened for 10.15 a.m. on the same day
(or as soon thereafter as the Court Meeting has concluded or been adjourned).
The Scheme circular containing, inter alia, the terms of the Scheme, an
Explanatory Statement (pursuant to section 426 of the Companies Act 1985),
notices of the required meetings, a timetable of principal events, and details
of the action to be taken by Somerfield Shareholders was today posted to all
Somerfield Shareholders and, for information only, to participants in the
Somerfield Share Schemes (the "Scheme Circular").
As described in the Scheme Circular, the Scheme will require the approval of
the independent shareholders of Somerfield at the Court Meeting, and the
passing of a special resolution at the extraordinary general meeting of
Somerfield. The Scheme and associated Capital Reduction will also require the
subsequent sanction and (as the case may be) confirmation of the Court.
Both meetings will be held at Deutsche Bank at Winchester House, 1 Great
Winchester Street, London EC2N 2DB.
Expected timetable of principal events:
Latest time for lodging Forms of Proxy for:
Court Meeting (blue form) 10:00 a.m. on 26
November 2005*
Extraordinary General Meeting (white form) 10:15 a.m. on 26
November 2005
Voting Record Time 6:00 p.m. on 26
November 2005
Court Meeting 10:00 a.m. on 28
November 2005
Extraordinary General Meeting 10:15 a.m. on 28
November 2005**
Latest time for lodging Loan Note Forms of Election 1:00 p.m. on 12
(green form) December 2005
First Court Hearing (to sanction the Scheme) 16 December 2005***
Last day of dealings in, and for registration of 16 December 2005***
transfers of, Somerfield Shares
Dealings in Somerfield Shares suspended 7:30 a.m. on 19
December 2005***
Second Court Hearing (to confirm the Capital Reduction) 20 December 2005***
Scheme Record Time 6:00 p.m. on 20
December 2005***
Effective Date of the Scheme 21 December 2005***
Cancellation of listing of Somerfield Shares 8:00 a.m. on 21
December 2005***
Latest date for despatch of cheques/certificates in Within 14 days after
respect of Loan Notes and settlement through CREST the Effective Date
Notes:
(*) Alternatively, the Form of Proxy for the Court Meeting may be handed to the
Chairman of the Court Meeting at the Court Meeting, and it will still be
valid.
(* To commence at 10:15 a.m. or, if later, immediately after the conclusion or
*) adjournment of the Court Meeting.
(** These times and dates are indicative only and will depend, among other
*) things, on the dates upon which the Court sanctions the Scheme and confirms
the associated Capital Reduction.
UKListing Authority Viewing Facility
Two copies of the Scheme Circular have been submitted to the UK Listing
Authority and are available for inspection 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
Tel: 020 7066 1000
Any term used but not defined in this announcement is as defined in the Scheme
Circular.
Enquiries
Cardew Group (Public relations adviser to Somerfield) 020 7930 0777
Anthony Cardew
Deutsche Bank (Financial adviser and broker to Somerfield) 020 7545 8000
Roger Aylard
Alastair Mathieson
Louise Miller
Dresdner Kleinwort Wasserstein (Financial adviser and 020 7623 8000
broker to Somerfield)
Rosalind Hedley-Miller
Chris Treneman
Joe Thompson
Finsbury (Public relations adviser to Violet Acquisitions) 020 7251 3801
Roland Rudd
Rupert Younger
Morgan Bone
Citigroup (Financial adviser and broker to Violet 020 7986 4000
Acquisitions)
William Barter
Mark Todd
Rajeev Sahney
Simon Alexander (Corporate Broking)
Lehman Brothers (Financial adviser and broker to Violet 020 7102 1000
Acquisitions)
Anthony Fry
Chris Nicholls
Edward Matthews (Corporate Broking)
Deutsche Bank, which is authorised by Bundesanstalt fur
Finanzdiensleistungsaufsicht (BaFin) and by the Financial Services Authority
and is regulated by the Financial Services Authority for the conduct of UK
business, is acting for Somerfield and no one else in connection with the
Proposals and will not be responsible to anyone other than Somerfield for
providing the protections afforded to clients of Deutsche Bank nor for
providing advice in connection with the Proposals or any other matter referred
to herein.
Dresdner Kleinwort Wasserstein, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Somerfield and no
one else in connection with the Proposals and will not be responsible to anyone
other than Somerfield for providing the protections afforded to customers of
Dresdner Kleinwort Wasserstein or for providing advice in relation to the
Proposals or any other matter referred to herein.
Citigroup Global Markets Limited is acting for the Violet Group, Barclays
Capital (the investment banking division of Barclays Bank PLC), the Tchenguiz
Family Trust and Apax Partners in connection with the Proposals and no one else
in connection with the Proposals and will not be responsible to anyone other
than the Violet Group, Barclays Capital (the investment banking division of
Barclays Bank PLC), the Tchenguiz Family Trust and Apax Partners for providing
the protections afforded to clients of Citigroup Global Markets Limited or for
providing advice in relation to the Proposals or any other matter referred to
herein.
Lehman Brothers Europe Limited is acting for the Violet Group, Barclays Capital
(the investment banking division of Barclays Bank PLC), the Tchenguiz Family
Trust and Apax Partners in connection with the Proposals and no one else in
connection with the Proposals and will not be responsible to anyone other than
the Violet Group, Barclays Capital (the investment banking division of Barclays
Bank PLC), the Tchenguiz Family Trust and Apax Partners for providing the
protections afforded to clients of Lehman Brothers or for providing advice in
relation to the Proposals or any other matter referred to herein.
The Independent Directors of Somerfield accept responsibility for the
information contained in this announcement and, to the best of their knowledge
and belief (having 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.
END
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