Scheme of arrangement (7580H)
June 02 2011 - 7:05AM
UK Regulatory
TIDMFPT
RNS Number : 7580H
Forth Ports PLC
02 June 2011
Scheme of Arrangement becomes effective
2 June 2011
FOR IMMEDIATE RELEASE
2 June 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
Effective Date of the Scheme and Cancellation of trading on main
market
Forth Ports is pleased to announce that the Scheme to effect the
recommended cash Offer for Forth Ports by Otter Ports Limited has
today become effective, the Company has been re-registered as a
private limited company and the capital reduction has been
effected.
The cancellation of the trading of Forth Ports Shares on the
main market of the London Stock Exchange and the listing of the
Forth Ports Shares on the Official List will take place at 8 a.m.
on 3 June 2011.
In accordance with paragraph 10 of Appendix 7 of the Code, the
Consideration of 1,630 pence per Scheme 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 Limited 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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