Posting of Scheme Circular
October 01 2010 - 2:00AM
UK Regulatory
TIDMNUT
RNS Number : 6507T
NeutraHealth Plc
01 October 2010
Neutrahealth Plc
("Neutrahealth" or the "Company")
Posting of Scheme Document
On 16 September 2010, the board of directors of Neutrahealth and the board of
directors of Elder announced that they had reached agreement on the terms of a
recommended cash acquisition of Neutrahealth by Elder (a wholly owned subsidiary
of Elder Pharmaceuticals). Under the Acquisition, Elder will acquire the entire
issued and to be issued ordinary share capital of Neutrahealth. The Acquisition
is to be effected by means of a Scheme of Arrangement under Part 26 of the Act
involving a reduction of capital to be confirmed by the Court pursuant to
section 641 of the Act (the "Scheme").
The board of Neutrahealth is pleased to announce that a circular (the "Scheme
Circular") setting out, amongst other things, the full terms and conditions of
the Scheme and the Reduction and an explanatory statement together with the
action to be taken by Neutrahealth Shareholders, is today being posted to
Neutrahealth Shareholders (the "Scheme Shareholders").
Unless the context otherwise requires, terms defined in this announcement have
the same meaning as those terms defined in the Scheme Circular.
Notices convening the Court Meeting and General Meeting to be held at the
offices of Pinsent Masons LLP at Citypoint, One Ropemaker Street, London, EC2Y
9AH on 25 October 2010 at 10:30 a.m. and 10:45 a.m. (or as soon thereafter as
the Court Meeting is concluded or adjourned), respectively, are contained in the
Scheme Circular. Subject to the satisfaction or waiver of the Conditions, it is
currently expected that the Scheme will become Effective on 16 November 2010.
A request has been made to the London Stock Exchange to cancel the admission to
trading of Neutrahealth shares on AIM with effect from the Effective Date. As
such, cancellation of admission to trading of Neutrahealth Shares on AIM is
expected to take place at 8 a.m. on 16 November 2010.
In accordance with Rules 20 and 26 of the AIM Rules for Companies and the City
Code on Takeovers and Mergers, an electronic copy of the Scheme Circular has
been sent to the London Stock Exchange and made available on Neutrahealth's
website: www.neutrahealthplc.com.
The expected timetable of principal events is:
+----------------------------------+----------------------------------+
| Event | Time and/or Date |
+----------------------------------+----------------------------------+
| Latest time for lodging blue | 10:30 am. on 23 October 2010 |
| Forms of Proxy for the Court | |
| Meeting | |
| | |
+----------------------------------+----------------------------------+
| Latest time for lodging pink | 10.45 a.m. on 23 October 2010 |
| Forms of Proxy for the General | |
| Meeting | |
| | |
+----------------------------------+----------------------------------+
| Voting Record Time for the Court | 6.00 p.m. on 23 October 2010 |
| Meeting and the General Meeting | |
| | |
+----------------------------------+----------------------------------+
| Court Meeting | 10.30 a.m. on 25 October 2010 |
| | |
+----------------------------------+----------------------------------+
| General Meeting | 10.45 a.m. on 25 October 2010 |
| | |
+----------------------------------+----------------------------------+
| Scheme Hearing (to sanction the | 11 November 2010 |
| Scheme) | |
+----------------------------------+----------------------------------+
| Suspension of trading and | 5.00 p.m. on 12 November 2010 |
| dealings in Neutrahealth Shares, | |
| last time for registration of | |
| transfers of Neutrahealth Shares | |
| and disablement of Neutrahealth | |
| Shares in CREST | |
| | |
+----------------------------------+----------------------------------+
| Scheme Record Time | 6.00 p.m. on 12 November 2010 |
| | |
+----------------------------------+----------------------------------+
| Reduction Hearing (to confirm | 15 November 2010 |
| the Reduction) | |
+----------------------------------+----------------------------------+
| Effective Date of the Scheme | 16 November 2010 |
| | |
+----------------------------------+----------------------------------+
| Cancellation of admission of | 8.00 a.m. on 16 November 2010 |
| Neutrahealth Shares to trading | |
| on AIM | |
| | |
+----------------------------------+----------------------------------+
| Date for dispatch of cheques and | within 14 days of the Effective |
| settlement through CREST | Date |
| | |
+----------------------------------+----------------------------------+
These dates are indicative only and will depend, among other things, on the date
upon which the Court sanctions the Scheme and whether the Conditions are
satisfied or (if capable of waiver) waived on or prior to such date and the date
on which the court order(s) are delivered to or registered by the Registrar of
Companies (as applicable). If there are any revisions to the timetable,
Neutrahealth will give adequate notice of the change by making an appropriate
announcement through a Regulatory Information Service.
Enquiries:
+-----------------------------------------+--------------------+
| Elder | Tel: +91 222 673 |
| S.P. Date | 0058 |
+-----------------------------------------+--------------------+
| Grant Thornton | Tel: (0) 20 7383 |
| Financial adviser to Elder and Elder | 5100 |
| Pharmaceuticals | |
| Fiona Owen/Salmaan Khawaja | |
+-----------------------------------------+--------------------+
| Neutrahealth | |
| Ray Myers, Chief Executive | Tel: 07768 940 630 |
| Robin Hilton, Finance Director | Tel: 07738 018 411 |
+-----------------------------------------+--------------------+
| Cenkos Securities | Tel: (0) 207 397 |
| Financial and Rule 3 adviser to | 8900 |
| Neutrahealth | |
| Camilla Hume/Stephen Keys | |
+-----------------------------------------+--------------------+
| Pelham Bell Pottinger | Tel: (0) 207 861 |
| PR adviser to Neutrahealth | 3232 |
| Dan de Belder/ Lucy Frankland | |
| | |
+-----------------------------------------+--------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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