Independent Media Distribution (LSE:IMD)
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RNS Number : 9441G
Independent Media Distribution PLC
19 May 2011
Independent Media Distribution Plc
Court confirmation of Capital Reduction
19 May 2011
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 such jurisdiction
Recommended cash acquisition of
Independent Media Distribution plc
Lausanne Acquisitions Limited
a company controlled by investment partnerships advised by Vitruvian Partners LLP
Court confirmation of Capital Reduction
Independent Media Distibution plc ("IMD" or the "Company") announces that today the Court has made an order confirming the reduction of the Company's share capital in connection with the Scheme by which the proposed acquisition by Lausanne Acquisitions Limited ("Bidco") of the entire issued and to be issued share capital of the Company is being implemented. This follows the Court's sanction of the Scheme at a hearing held on 17 May 2011.
With effect from 7.30 a.m. on 18 May 2011, dealings in IMD Shares were suspended.
The Scheme will become effective upon the Court Orders being delivered to the Registrar of Companies which is expected to take place on 20 May 2011.
It is expected that trading of IMD Shares on AIM will be cancelled, and the IMD Shares will cease to be admitted to trading on the London Stock Exchange's AIM market, at or about 7.00 a.m. on 23 May 2011.
A detailed timetable of events for the Scheme is set out in the Scheme Document published by the Company dated 25 March 2011 ("Scheme Document"). Copies of the Scheme Document are available for inspection during normal business hours on any business day at the offices of DLA Piper UK LLP at 3 Noble Street London EC2V 7EE up to and including the Effective Date.
Capitalised terms used, but not defined, in this announcement shall have the same meaning as set out in the Scheme Document.
Unless otherwise stated, all references to times in this document are to London times.
Bidco Tel: + 44 (0)20 7518
Toby Wyles / Ben Johnson
DC Advisory Partners, financial adviser Tel: + 44 (0) 20
to Bidco 7856 0999
Richard Madden / David Sanders
IMD Tel: +44 (0) 7765
Oakley Capital, financial adviser to IMD Tel: + 44 (0) 20
Chris Godsmark / Daniel Havercroft
Charles Stanley Securities, Nominated Adviser Tel: +44 (0) 20 7149
to IMD 6478
Oakley Capital, which is authorised and regulated by the Financial Services Authority, is acting exclusively for IMD as its financial adviser in connection with the Proposals and no one else in connection with the Proposals and will not be responsible to any person other than IMD for providing the protections afforded to clients of Oakley Capital or for providing advice in relation to the contents of this announcement or any matter referred to herein.
DC Advisory Partners, which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for Bidco as financial adviser in relation to the Proposals and is not acting for any other person in relation to such Proposals. DC Advisory Partners will not be responsible to anyone other than Bidco for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein.
Charles Stanley Securities, a division of Charles Stanley & Co Limited, which is authorised and regulated by the Financial Services Authority, is the nominated adviser and corporate broker to IMD for the purposes of the AIM Rules and no one else in connection with the Proposals and will not be responsible to any person other than IMD for providing the protections afforded to clients of Charles Stanley Securities or for providing advice in relation to the contents of this announcement or any matter referred to herein.
This document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document and otherwise in any jurisdiction in which such offer or solicitation is unlawful. IMD Shareholders are advised to read carefully the formal documentation relating to the Proposals. The Proposals are made solely through the Scheme Document and Forms of Proxy which contains the full terms and conditions of the Scheme.
This announcement has been prepared for the purposes of complying with the laws of England and Wales and the City Code, and the information disclosed herein or therein may not be the same as that which would have been disclosed if these documents had been prepared in accordance with the laws of any other jurisdiction.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Publication on IMD website
A copy of this announcement will be available free of charge for inspection on IMD's website at www.imdplc.com by no later than 8.00 a.m. on 20 May 2011.
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