RNS Number:7056F
Xansa PLC
15 October 2007
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 LAWS OF
SUCH JURISDICTION
15 October 2007
For immediate release
Xansa plc
Recommended cash offer for the acquisition of Xansa plc ("Xansa") by Groupe
Steria SCA ("Steria")
Reduction of capital confirmation
On 30 July 2007, Steria announced that it had agreed with Xansa on the terms of
a recommended acquisition of the entire issued and to be issued share capital of
Xansa at a price of 130 pence in cash for each Xansa Share to be effected by way
of a scheme of arrangement pursuant to section 425 of the Companies Act (the "
Scheme").
Further to the announcement made on 12 October 2007, Xansa announces that the
High Court has duly confirmed the reduction of capital of Xansa provided for
under the Scheme at a hearing held earlier today.
Accordingly the Scheme is expected to become effective on 17 October 2007. It is
expected that the cancellation of listing of Xansa ordinary shares will be with
effect from 8.00 am on 17 October 2007 and for Xansa to cease to be admitted on
the London Stock Exchange's market for listed securities from the same date.
Upon completion of the transaction, shareholders on Xansa's register of members
at 6.00 p.m. (London time) on 16 October 2007 will receive 130 pence in cash for
each Xansa share held. The latest day for the despatch of cheques of the
consideration payable or for settlement of the consideration through CREST is
expected to be 31 October 2007.
Enquiries
Xansa
Gordon Stuart
Tel: +44 87 0241 6181
UBS Limited (financial adviser to Xansa)
John Woolland, Benjamin Robertson, Nick Adams Tel: +44 20 7567 8000
Financial Dynamics
Giles Sanderson, James Melville Ross Tel: +44 20 7831 3113
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of the Company , all 'dealings'
in any 'relevant securities' of that Company (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 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. 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 the Company, they will be deemed to be a
single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of the Company by the Company or any offeror, or by any of their
respective 'associates', must be disclosed by no later than 12.00 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 Takeover 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
Takeover Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Takeover
Panel.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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