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RNS Number : 2535W

Alterian PLC

26 January 2012

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.

FOR IMMEDIATE RELEASE

26 January 2012

Recommended Cash Acquisition by

SDL plc

of

Alterian plc

Court confirmation of Reduction of Capital

Alterian plc ("Alterian" or the "Company") is pleased to announce that the High Court of Justice has today made an order confirming the reduction of the Scheme Shares in connection with the Scheme by which SDL's Acquisition of Alterian is being implemented. This follows the Court's sanction of the Scheme at a hearing held on 24 January 2012.

The Scheme will become effective upon the Court Orders being delivered to the Registrar of Companies for registration which is expected to take place on 27 January 2012.

With effect from 7.30 a.m. on 26 January 2012, Alterian Shares were temporarily suspended from the Official List and the London Stock Exchange's main market for listed securities. The listing and admission to trading on the London Stock Exchange's main market for listed securities of Alterian Shares will be cancelled at 8.00 a.m. on 30 January 2012, the business day after the anticipated effective date of the Scheme.

A detailed timetable of events for the Scheme is set out in the scheme document dated 14 December 2011 (the "Scheme Document").

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Enquiries:

 
 Alterian                                    Tel: +44 (0) 117 970 
  Phil Cartmell, Chairman                     3200 
  Heath Davies, Chief Executive Officer 
  Guy Millward, Finance Director 
 Canaccord Genuity (financial adviser        Tel: +44 (0) 20 7050 
  to Alterian)                                6500 
  Simon Bridges/Rory O'Sullivan 
  Cameron Duncan 
 
 College Hill (public relations advisers     Tel: +44 (0) 20 7457 
  to Alterian)                                2020 
  Adrian Duffield 
  Kay Larsen 
 SDL                                         Tel: +44 (0) 1628 410 
  Mark Lancaster, Executive Chairman          127 
  John Hunter, Chief Executive Officer 
  Matthew Knight, Chief Financial Officer 
 Investec (financial adviser to SDL)         Tel: +44 (0) 20 7597 
  Andrew Pinder                               5000 
  David Flin 
 FTI Consulting (public relations advisers   Tel: +44 (0) 20 7831 
  to SDL)                                     3113 
  Ed Bridges 
  Jon Snowball

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Alterian and no one else in connection with the Acquisition and will not be responsible to anyone other than Alterian for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Investec bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for SDL and no one else in connection with the Acquisition and will not be responsible to anyone other than SDL for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Code, any person who is, or becomes, interested in 1% 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 p.m. (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 an offeree company or a paper offeror, 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

Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Alterian's and SDL's websites www.alterian.com and www.sdl.com respectively, up to and including the Scheme Effective Date.

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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