TOL Toluna

 
TIDMTOL 
 
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 THAT JURISDICTION 
 
30 March 2011 
 
                                  ACQUISITION 
 
                                      OF 
 
                             TOLUNA PLC ("TOLUNA") 
 
                                      BY 
 
                      ITWP ACQUISITIONS LIMITED ("ITWP") 
 
                  Result of Court Meeting and General Meeting 
 
  * On 14 February 2011, the directors of the boards of ToLuna and ITWP 
    announced that they had agreed the terms of a proposed acquisition of 
    ToLuna by ITWP to be effected by means of a Court-sanctioned scheme of 
    arrangement under Part 26 of the Companies Act 2006 (the "Acquisition") and 
    the related scheme document ("Scheme Document") setting out, amongst other 
    things, the full terms and conditions of the Scheme was posted to ToLuna 
    shareholders on 8 March 2011. 
 
  * The ToLuna Board is pleased to announce that at the Court Meeting, held 
    today at 11.00am, the Scheme was formally approved by Scheme Shareholders 
    and that at the ToLuna General Meeting, held today at 11.15am, all 
    resolutions to provide for the implementation of the Scheme were duly 
    passed. 
 
Completion of the Scheme remains subject to the satisfaction or, if permitted, 
waiver of the remaining conditions of the Scheme set out in the Scheme Document 
including, inter alia, the sanction of the Scheme by the Court. The Court 
Hearing to sanction the Scheme is scheduled to take place on 13 April 2011.  It 
is expected that the last day for dealings in ToLuna Shares will be 14 April 
2011 and that the Scheme will become effective on 18 April 2011.  If the Scheme 
becomes effective on 18 April 2011, it is expected that the admission to 
trading on AIM of the ToLuna Shares will be cancelled at 7.00 a.m. on 19 April 
2011 or shortly thereafter. It is expected that the latest date for the 
dispatch of cheques and crediting of CREST accounts for cash consideration due 
under this Scheme will be 28 April 2011. 
 
Terms and expressions used in this announcement shall, unless the context 
otherwise requires, have the same meanings as given to them in the announcement 
of 14 February 2011 and the Scheme Document. 
 
  * Enquiries: 
 
  * ToLuna PLC 
 
  * Frederic-Charles Petit (Chief         * Tel: 00 33 63308 0391 
    Executive) 
 
  * Richard Bernstein (Non-Executive      * Tel: 00 44 207 491 0770 
    Director) 
 
  * Merchant Securities Limited 
 
  * David Worlidge/Simon Clements/Bidhi   * Tel: 020 7628 2200 
    Bhoma 
 
  * DEALING DISCLOSURE REQUIREMENTS 
 
  * Under Rule 8.3(a) of the Code, any person who is interested in one per 
    cent. or more of any class of relevant securities of an offeree company or 
    of any paper offeror (being any offeror other than an offeror which has 
    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 (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 offer 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 
    one per cent. 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 ToLuna, they will be deemed to be a 
    single person for the purpose of Rule 8.3. 
 
  * 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. 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. 
 
  * Publication on websites 
 
  * A copy of this announcement will be available free of charge, subject to 
    certain restrictions relating to persons resident in restricted 
    jurisdictions, for inspection on ToLuna's website at www.ToLuna.com by no 
    later than 12 noon on 31 March 2011. 
 
 
 
END 
 

Grafico Azioni Toluna (LSE:TOL)
Storico
Da Mag 2024 a Giu 2024

Grafico Azioni Toluna (LSE:TOL)
Storico
Da Giu 2023 a Giu 2024