TFC Trafficmaster

 

TIDMTFC 
 
RNS Number : 5054N 
Trafficmaster PLC 
11 June 2010 
 

Not for release, publication or distribution, in whole or in part, in or into or 
    from any jurisdiction where to do so would constitute a violation of the 
                      relevant laws of such jurisdiction. 
 
RECOMMENDED CASH ACQUISITION 
                                       of 
                                TRAFFICMASTER PLC 
                                       by 
VECTOR CAPITAL LIMITED 
 
               to be effected by means of a Scheme of Arrangement 
 
                           Posting of Scheme Circular 
 
The Independent Directors of Trafficmaster Plc ("Trafficmaster") and Vector 
Capital Limited ("Vector") announced on 2 June 2010 that they had reached 
agreement on the terms of a recommended cash acquisition in respect of the 
entire issued and to be issued share capital of Trafficmaster by Vector to be 
effected by means of a scheme of arrangement under Part 26 of the Companies Act. 
 
Trafficmaster now announces that the circular (the 'Scheme Circular') 
containing, inter alia, the terms and conditions of the Scheme, an explanatory 
statement (in compliance with s897 of the Companies Act), notices of the Court 
Meeting and General Meeting, a timetable of principal events, and details of the 
actions to be taken by Trafficmaster Shareholders, is today being posted to all 
Trafficmaster Shareholders.  Explanatory letters will be sent to participants in 
the Trafficmaster Share Plans in the next few days. 
 
As described in the Scheme Circular, in order to become effective, the Scheme 
requires, amongst other things, the approval of a majority in number of those 
Independent Shareholders present and voting (and entitled to vote), either in 
person or by proxy, at the Court Meeting, representing 75 per cent. or more in 
nominal value of all those Shares held by such Independent Shareholders. 
Trafficmaster Shares in which any member of the Vector Capital Group or any 
member of the Management Team has an interest will not be eligible to vote. 
 
Assuming the satisfaction or waiver of the Conditions, the Scheme will become 
effective, in accordance with its terms, on the delivery to the Registrar of 
Companies of the Scheme Order and fully operative upon delivery to the Registrar 
of Companies of a copy of the Reduction Order. 
 
The Court Meeting and the General Meeting will be held at the offices of Pinsent 
Masons LLP at CityPoint, One Ropemaker Street, London EC2Y 9AH on 5 July 2010 at 
11.00 a.m. and 11.15 a.m. respectively. An expected timetable of principal 
events in connection with the Scheme is set out in the appendix to this 
announcement. 
 
Terms used in this announcement shall have the same meaning given to them in the 
Scheme Circular. 
 
Copies of the Scheme Circular and Forms of Proxy will be available from the 
offices of Trafficmaster Plc, Martell House, University Way, Cranfield, 
Bedfordshire, MK43 0TR.  The Scheme Circular will also be available from the 
website of Trafficmaster, www.trafficmaster.co.uk 
 
Enquiries 
 
The Trafficmaster Directors accept responsibility for the information contained 
in this announcement other than that information for which responsibility is 
taken by the Independent Directors. To the best of the knowledge and belief of 
the Trafficmaster Directors (who have taken all reasonable care to ensure that 
such is the case) the information contained in this document for which they 
accept responsibility is in accordance with the facts and does not omit anything 
likely to affect the import of such information.. 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer to sell or an invitation to purchase any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to the 
Proposals or otherwise. The Proposals will be made solely through the Scheme 
Circular, which will contain the full terms and conditions of the Proposals, 
including details of how to vote in respect of the Proposals. Any acceptance or 
other response to the Proposals should be made only on the basis of the 
information in the Scheme Circular.  Trafficmaster Shareholders are advised to 
read carefully the formal documentation in relation to the Scheme once it has 
been despatched. 
 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction outside the UK should inform themselves about, and observe any 
applicable requirements. This announcement has been prepared for the purpose 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 of jurisdictions outside England. 
 
Copies of this announcement are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in or into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws of such jurisdiction and persons receiving this announcement 
(including custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send it in or into or from any such jurisdiction. If the 
acquisition of Trafficmaster is implemented by way of a City Code Offer (unless 
otherwise determined by Vector and permitted by applicable law and regulation), 
such offer may not be made, directly or indirectly, in or into or by the use of 
the mails of, or by any other means or instrumentality (including, without 
limitation, electronic mail, facsimile transmission, telex, telephone, internet 
or other forms of electronic communication) of interstate or foreign commerce 
of, or any facility of a national state or securities exchange of any 
jurisdiction where to do so would constitute a violation of the relevant laws of 
such jurisdiction and such offer may not be capable of acceptance by any such 
use, means, instrumentality or facility. 
 
APPENDIX 
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
+--------------------------------------------+---------------------+ 
| Event                                      |    Time and/or Date | 
+--------------------------------------------+---------------------+ 
| Latest time for lodging blue Forms of      |     11.00 a.m. on 3 | 
| Proxy for the Court Meeting                |       July 2010 (1) | 
+--------------------------------------------+---------------------+ 
| Latest time for lodging pink Forms of      |     11.15 a.m. on 3 | 
| Proxy for the General Meeting              |       July 2010 (1) | 
+--------------------------------------------+---------------------+ 
| Voting Record Time for the Court Meeting   | 6.00 p.m. on 3 July | 
| and the General Meeting                    |            2010 (2) | 
+--------------------------------------------+---------------------+ 
| Court Meeting                              |     11.00 a.m. on 5 | 
|                                            |       July 2010 (5) | 
+--------------------------------------------+---------------------+ 
| General Meeting                            |     11.15 a.m. on 5 | 
|                                            |   July 2010 (3) (5) | 
+--------------------------------------------+---------------------+ 
| Scheme Hearing (to sanction the Scheme)    |    26 July 2010 (4) | 
+--------------------------------------------+---------------------+ 
| Exercise of Share Options                  |        26 July 2010 | 
+--------------------------------------------+---------------------+ 
| Suspension of listing and dealings in      |     5.00 p.m. on 27 | 
| Trafficmaster Shares, last time            |       July 2010 (4) | 
| for registration of transfers of           |                     | 
| Trafficmaster Shares and disablement       |                     | 
| of Trafficmaster Shares in CREST           |                     | 
+--------------------------------------------+---------------------+ 
| Reduction Record Time                      |     6.00 p.m. on 27 | 
|                                            |       July 2010 (3) | 
+--------------------------------------------+---------------------+ 
| Reduction Hearing (to confirm the          |    28 July 2010 (3) | 
| Reduction)                                 |                     | 
+--------------------------------------------+---------------------+ 
| Effective Date of the Scheme               |       29 July 2010  | 
+--------------------------------------------+---------------------+ 
| Cancellation of listing and dealings in    |     8.00 a.m. on 29 | 
| Trafficmaster Shares                       |           July 2010 | 
+--------------------------------------------+---------------------+ 
| Date for dispatch of cheques and           |   Within 14 days of | 
| settlement through CREST                   |  the Effective Date | 
+--------------------------------------------+---------------------+ 
 
1              If the blue Form of Proxy for the Court Meeting is not returned 
by 11.00 a.m. on 3 July 2010, it may be handed to the Chairman of the Court 
Meeting or representatives of Capita Registrars before the taking of the poll at 
the start of the Court Meeting and will still be valid. However, the pink Form 
of Proxy for the General Meeting must be lodged by 11.15 a.m. on 3 July 2010 in 
order to be valid, or, if the General Meeting is adjourned, not later than 48 
hours before the time fixed for the holding of the adjourned meeting. 
2              If either the Court Meeting or the General Meeting is adjourned, 
the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date 
two days before the date set for the adjourned meeting. 
3              The General Meeting will commence at 11.15 a.m. or as soon 
thereafter as the Court Meeting is concluded or adjourned. 
4              These times and dates are indicative only and will depend on, 
amongst other things, the date upon which the Conditions are satisfied or, where 
relevant, waived, the date upon which the Court sanctions the Scheme and 
confirms the associated Reduction as well as the date on which the Orders 
sanctioning the Scheme and confirming the Reduction are delivered to and 
registered by the Registrar of Companies. 
5              The Court Meeting and the General Meeting will be held at the 
offices of Pinsent Masons LLP at CityPoint, One Ropemaker Street, London, EC2Y 
9AH 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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