TIDMZTR
RNS Number : 3781S
Zetar PLC
29 November 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Press Release 29 November 2012
RECOMMENDED CASH OFFER
for
Zetar Plc
("Zetar")
by
Zertus UK Holding Limited
("Zertus UK")
a wholly-owned subsidiary of Zertus GmbH ("Zertus")
Court confirmation of Reduction of Capital
Further to the announcement dated 27 November 2012 that the
Court had sanctioned the Scheme at the Scheme Sanction Hearing, the
independent directors of Zetar and the board of Zertus UK are
pleased to announce that the Court has today made an order
confirming the reduction of Zetar's share capital in connection
with the Scheme.
The Scheme will become effective upon the Reduction Court Order
(together with the Statement of Capital) being delivered to the
Registrar of Companies for registration which is expected to take
place tomorrow.
Zetar Shares were suspended from trading on AIM at 7.30 a.m.
(London time) on 28 November 2012. The admission of Zetar Shares on
AIM will be cancelled and the Zetar Shares will cease to be
admitted to trading on AIM with effect from 7.00 a.m. (London time)
on 30 November 2012.
Terms defined in the Scheme Document dated 17 October 2012 shall
have the same meaning(s) when used in this announcement.
For further information:
Zetar Tel: +44 7970 148016
David Williams
Canaccord Genuity Hawkpoint (financial adviser Tel: +44 207 665
to Zetar) 4500
Chris Robinson/William Bain
Liberum Capital (nominated adviser and broker Tel: +44 203 100
to Zetar) 2000
Simon Atkinson
FTI Consulting (PR adviser to Zetar) Tel: +44 207 831
3113
Jonathon Brill/Georgina Goodhew
Zertus UK Tel: +49 40 44 194
194
Jörn Riemer/Harry Asmus/Andreas Romankiewicz
Spayne Lindsay (financial adviser to Zertus Tel: +44 207 808
and Zertus UK) 3240
Tom Lindsay/Richard O'Donnell
Canaccord Genuity Hawkpoint, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively for Zetar Plc and is acting for no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than Zetar Plc for providing the
protections afforded to clients of Canaccord Genuity Hawkpoint nor
for providing advice in relation to the Offer or any matter
referred to herein.
Spayne Lindsay, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Zertus UK and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than
Zertus UK for providing the protections afforded to clients of
Spayne Lindsay nor for providing advice in relation to the Offer or
any matter referred to herein.
Liberum, which is authorised and regulated in England and Wales,
is acting as nominated adviser to Zetar under the AIM Rules and no
one else in connection with the Acquisition and this announcement
and will not be responsible to anyone other than Zetar for
providing the protections afforded to clients of Liberum nor for
providing advice in relation to the Acquisition or this
announcement or any matter referred to herein.
A copy of this announcement will be made available free of
charge (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) on Zetar's website
(www.zetarplc.com/investors) and Zertus's website
(www.zertus.de/zetar) by no later than 12 noon (London time) on the
Business Day following the date of this announcement until the end
of the Offer Period.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
You will not be sent a hard copy of this announcement unless you
request one. You may request a hard copy of this announcement, free
of charge, by contacting Spayne Lindsay at 15 John Adam Street,
London WC2N 6LU (+44 207 808 3240).
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. 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
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. This announcement has been
prepared for the purposes of complying with English law, the AIM
Rules and the Takeover 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 any
jurisdiction outside the United Kingdom.
The Offer will not be made, directly or indirectly, in, into or
from any jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Offer will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from
any jurisdiction where to do so would violate the laws of that
jurisdiction.
Dealing Disclosure Requirements under the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree 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 Takeover 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 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code 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 the offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Takeover Code.
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 of
the Takeover Code).
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 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.
Terms in quotation marks are defined in the Takeover Code, which
can also be found on the Panel's website. If you are in any doubt
as to whether or not you are required to disclose a "dealing" under
Rule 8 of the Takeover Code, you should contact an independent
financial adviser authorised by the FSA under FSMA or consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
on telephone number +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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