Court Approval of Scheme (2601B)
February 15 2011 - 7:05AM
UK Regulatory
TIDMRNSM
RNS Number : 2601B
Ransom(William) & Son PLC
15 February 2011
William Ransom & Son Plc
(the "Company")
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.
This announcement is made in accordance with the requirements of
the AIM Rules for Companies.
Recommended proposal for the introduction of a new parent
company by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 and for the cancellation of admission of
ordinary shares to trading on AIM
Court approval of the Scheme and reduction of capital
Further to the announcement by the Company on 14 January 2011
regarding the approval of the Scheme and associated matters at the
Court Meeting and the General Meeting, the Company is pleased to
announce that the Court has today issued an order sanctioning the
Scheme, and confirmed the capital reduction associated with the
cancellation of the Scheme Shares. It is expected that the Scheme
will become effective on 16 February 2011. The last day of dealings
and settlement in the William Ransom Shares and the disablement of
CREST is today. The Scheme Record Time, as set out in the
announcement by the Company on 2 February 2011, is today at 6.00
p.m.
Copies of the Scheme Document are available for inspection
during normal business hours on any business day at the offices of
Daniel Stewart & Company Plc, up to and including the Effective
Date. The Scheme Document will remain available on the Company's
website: www.williamransom.com until the Effective Date.
Capitalised terms used in this announcement have the meanings
given to them in the Scheme Document.
Enquiries:
William Ransom & Son Plc
Fred Whitcomb, Chief Executive Tel: +44 (0) 1462 437 615
Daniel Stewart & Company Plc
(Nominated Adviser to the Company)
Paul Shackleton Tel: +44 (0) 20 7776 6550
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OF THE COMPANY, NOR SHALL IT FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR
SUCH PURCHASE OR SUBSCRIPTION.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Daniel Stewart by the FSMA or the regulatory
regime established thereunder, Daniel Stewart does not accept any
responsibility whatsoever for the contents of this announcement or
for any statement made or purported to be made by it, or on its
behalf, in connection with the Company, the Scheme Shares, or the
Scheme. Daniel Stewart accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this statement
or any such statement.
Daniel Stewart, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for the Company and no
one else in connection with the Scheme and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Daniel Stewart nor for providing advice in
relation to the Scheme or the contents of this announcement, or any
matter referred to herein.
Statements in this announcement regarding the Scheme, including
expectations with respect to the Scheme and the timetable for
completing the Scheme, future financial operating results,
potential benefits of the Scheme, and future opportunities for the
Company as well as any other statements about the future
expectations, beliefs, goals, plans or prospects of the management
of the Company constitute "forward-looking" statements. Any
statements that are not statements of historical fact (including
statements containing the words "believe", "plan", "anticipate",
"expect", "estimate", and similar expressions) should also be
considered to be forward-looking in nature. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including not obtaining the necessary approvals to
complete the Scheme on a timely basis, or at all, decreases in
demand for the Company's products and other factors described in
the Company's Annual Report and Accounts for the year ended 31
March 2010. The Company disclaims any intention or obligation to
update any forward-looking statements as a result of developments
occurring after the date of this announcement. Shareholders are
cautioned not to place undue weight on these forward-looking
statements. Actual results may differ materially from those
anticipated in such forward-looking statements even if experience
or future changes make it clear that any projected results
expressed or implied therein may not be realised.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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