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RNS Number : 5772H
Forth Ports PLC
31 May 2011
Court Sanctions Arcus Takeover of Forth Ports PLC
FOR IMMEDIATE RELEASE 31 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 or regulations of such jurisdiction
RECOMMENDED CASH OFFER for FORTH PORTS PLC
by OTTER PORTS LIMITED a wholly-owned indirect subsidiary of
Arcus European Infrastructure Fund 1 L.P. to be effected by way of
a scheme of arrangement under Part 26 of the Companies Act 2006
Court Sanction of the Scheme of Arrangement
Forth Ports is pleased to announce that the Court has today
sanctioned the Scheme, authorised the Re--registration and
confirmed the Capital Reduction to effect the recommended cash
offer for Forth Ports by Otter Ports Limited. The Scheme and
associated Re-registration and Capital Reduction is expected to
become effective on 2 June 2011 once a certified copy of the Court
Order and statement of capital has been registered with the
Registrar of Companies in Scotland. It is expected that the
cancellation of admission to trading of Forth Ports Shares on the
main market of the London Stock Exchange and the cancellation of
the admission to the Official List of Forth Ports Shares will take
place at 6 p.m. on 2 June 2011. The Consideration of 1,630 pence
per Forth Ports Share to be paid by Otter Ports to Scheme
Shareholders pursuant to the Offer is expected to be despatched (in
the case of certificated holders of Forth Ports Shares) or settled
in CREST (in the case of uncertificated holders of Forth Ports
Shares) on or prior to 16 June 2011. In accordance with Rule 19.11
of the City Code, a copy of this announcement will be published on
the following website: www.forthports.co.uk. For further
information please contact: Forth Ports PLC David Richardson,
Chairman
Charles Hammond, Group Chief Executive Tel: +44 (0)131 555
8700
Investec (Broker to Forth Ports) Keith Anderson Charles
Batten
Tel: +44 (0)20 7597 5970 Commerzbank (joint financial adviser to
Forth Ports) Rosalind Hedley-Miller
Sean Watherston Tel: +44 (0) 207 623 8000
Gleacher Shacklock (joint financial adviser to Forth Ports)
Edward Cumming-Bruce
Nigel Binks
Tel: +44 (0) 207 484 1150
Brunswick (PR adviser to Forth Ports) Jon Coles
Kate Miller
Tel: +44 (0) 207 404 5959
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document containing, inter
alia, the terms and conditions of the Scheme, an explanatory
statement from Commerzbank AG, London Branch, and Gleacher
Shacklock, notices of the Court Meeting and the General Meeting, a
timetable of principal events and details of the actions to be
taken by Forth Ports Shareholders in connection with the Scheme
which was posted to Forth Ports Shareholders on 31 March 2011.
Unless otherwise indicated, all references in this announcement to
times are to London times. Investec Bank plc, which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Forth Ports and no one else in
connection with the matters set out in this announcement, and will
not be responsible to anyone other than Forth Ports for providing
the protections afforded to clients of Investec Bank plc or for
providing advice in relation to matters set out in this
announcement or any matter referred to herein or the Scheme
Document.
Commerzbank AG London Branch ("Commerzbank") is authorised by
Bundesanstalt fur Finanzdienstleistungsaufsicht (BaFin), the German
Federal Financial Supervisory Authority, and authorised and subject
to limited regulation by the Financial Services Authority.
Commerzbank is acting exclusively for Forth Ports in relation to
the matters set out in this announcement and is not advising any
other person and will not be responsible to anyone other than Forth
Ports for providing the protections afforded to customers of
Commerzbank or for providing advice in relation to matters set out
in this announcement or any offer or arrangements referred to
herein or in the Scheme Document.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Forth Ports and no
one else in connection with the matters set out in this
announcement, and will not be responsible to anyone other than
Forth Ports for providing the protections afforded to clients of
Gleacher Shacklock or for providing advice in relation to matters
set out in this announcement or any offer or arrangements referred
to herein or in the Scheme Document.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than
the UK should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purposes
of complying with UK law 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 jurisdictions outside of the United Kingdom. This
announcement does not constitute an offer or invitation to sell or
purchase any securities or the solicitation of an offer to buy any
securities pursuant to the Offer or otherwise. The Offer is being
made solely by means of the Circular and the Forms of Proxy, which
contain the full terms and conditions of the Offer. Forth Ports
Shareholders are advised to read the formal documentation in
relation to the Offer carefully. Neither the content of Forth
Ports' or Otter Ports' website (or any other website) nor the
content of any website accessible from hyperlinks on any such
website is incorporated into, or forms part of, this
announcement.
Disclosure requirements of the Takeover Code (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 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 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 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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