RNS Number : 4575E
Laxey Investment Trust (The) PLC
26 September 2008
For immediate release
The Laxey Investment Trust plc
Not for release, publication or distribution, in whole or part, in, or into or from
Australia, Canada, Japan or the United States or any
other Restricted Jurisdiction
26 September 2008
Proposals for the acquisition
of
The Laxey Investment Trust plc ("TLIT" or the "Company")
by
LIT plc ("Bidco")
(a company incorporated in the Isle of Man formed at the direction of Laxey Partners
Limited ("Laxey"))
COURT HEARING TO SANCTION SCHEME
On 4 July 2008, the board of Bidco and the Independent Directors of TLIT announced that
they had reached agreement on the proposals (the
"Proposals") for the acquisition by Bidco of the entire issued and to be issued ordinary share
capital of TLIT, to be implemented by means
of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
The TLIT Directors are pleased to announce that the Court has today sanctioned the Scheme. The TLIT Directors note the announcement
made earlier today by TDG plc that the TDG Scheme has also been sanctioned by the Court. It
is expected that the Scheme, which remains
subject inter alia to the implementation of the TDG Scheme, will be implemented on or around 1
October 2008.
As set out in the Scheme Document, it is expected that trading in the Ordinary Shares on
the London Stock Exchange's market for listed
securities and the listing of such shares on the Official List of the UK Listing Authority
will be suspended with effect from 7.30am on 29
September 2008 and will be cancelled with effect from 8.00am on 1 October 2008.
Terms and expressions used in this announcement shall, unless the context otherwise
requires, have the same meanings as given to them in
the Company's announcement of 4 July 2008.
Enquiries:
TLIT +44 (0) 20 7002 8511
David Panter
Smith & Williamson (financial adviser to TLIT) +44 (0) 20 7131 4000
Azhic Basirov
David Jones
LIT plc/Laxey Partners Limited +44 (0) 1624 690 900
Alex Paiusco
Saki Riffner
Smith & Williamson, which is authorised and regulated by the Financial Services Authority,
is acting exclusively for TLIT and for no-one
else in relation to the Proposals and will not be responsible to anyone other than TLIT for
providing the protections afforded to clients of
Smith & Williamson, or for providing advice in relation to the Proposals.
Further information on the Proposals
This announcement does not constitute an offer to sell or an invitation to purchase or
subscribe for any securities or the solicitation
of an offer to buy or subscribe for any securities or the solicitation of any vote or
approval, nor shall there be any purchase, sale or
exchange of securities or such solicitation in any jurisdiction in which such offer,
solicitation or sale or exchange would be unlawful
prior to registration or qualification under the laws of such jurisdictions. Any response in
relation to the Proposals should be made only
on the basis of the information contained in the Scheme Document.
The availability of the Proposals to Shareholders who are not resident in the United
Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any
applicable requirements. Further details in relation to overseas persons who are Shareholders
will be contained in the Scheme Document.
The release, publication or distribution of this announcement in jurisdictions other than
the United Kingdom may be restricted by law
and therefore Shareholders who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about, and
observe, such restrictions. 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 Proposals disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying with English law and the
applicable rules and regulations of the FSA,
the London Stock Exchange and the Panel 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 the United
Kingdom.
Persons receiving copies of this announcement and all other documents relating to the
Proposals (including, without limitation,
nominees, trustees and custodians) should observe the above restrictions and must not mail, or
otherwise forward, distribute or send such
documents in, into or from any such jurisdiction in violation of these restrictions and
applicable laws. Any person (including, without
limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to,
forward this announcement and/or the Scheme Document and/or any other related document to any
jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory requirements of their
jurisdiction.
The Bidco Shares have not been and will not be registered under the US Securities Act nor
under any of the relevant securities laws of
any province or territory of Restricted Jurisdictions. Accordingly, such securities may not be
offered, sold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to exemptions from applicable
requirements of such jurisdictions. It is expected
that the Bidco Shares will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by
Section 3(a)(10) thereof. This transaction has not been approved or disapproved by the US
Securities and Exchange Commission (the
"Commission"), nor has the Commission or any US state securities commission passed upon the
merits or fairness of the transaction nor upon
the adequacy or accuracy of the information contained in this document. Any representation to
the contrary is a criminal offence in the
United States. The information disclosed in this document is not the same as that which would
have been disclosed if this document had been prepared for the purpose of complying with the
registration
requirements of the US Securities Act or in accordance with the laws and regulations of any
other jurisdiction.
If the Proposals are carried out by way of an Offer, the Offer will not be made, directly
or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will
not be capable of acceptance from or within a
Restricted Jurisdiction.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in
relation to them, and release of this document shall not give rise to any implication that
there has been no change in the facts set out in
this announcement since such date. Nothing contained in this announcement shall be deemed to
be a forecast, projection or estimate of the
future financial performance of TLIT except where otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
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