TIDMGOI
RNS Number : 9798D
GoIndustry-DoveBid PLC
23 May 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
RECOMMENDED CASH ACQUISITION OF GOINDUSTRY-DOVEBID PLC
BY LIQUIDITY SERVICES LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF LIQUIDITY SERVICES, INC.)
Posting of Scheme Document
On 9 May 2012, GoIndustry-DoveBid plc (the "Company" or
"GoIndustry") announced that the Boards of directors of the Company
and Liquidity Services, Inc. ("Liquidity Services") had reached
agreement on the terms of a recommended proposal for the cash
acquisition of the entire issued and to be issued share capital of
GoIndustry by Liquidity Services Limited ("Liquidity Services UK"),
a wholly-owned subsidiary of Liquidity Services (the
"Acquisition"). The Acquisition is to be implemented by way of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Accordingly, GoIndustry now announces that a circular to
GoIndustry Shareholders in relation to the Scheme (the "Scheme
Document") is being posted to GoIndustry shareholders today, 23 May
2012. The Scheme Document contains, amongst other things, the full
terms and conditions of the Scheme and an explanatory statement in
compliance with section 897 of the Companies Act 2006.
Notices of the Court Meeting and the General Meeting
Notices of the Court Meeting and the General Meeting are set out
in the Scheme Document. Both the Court Meeting and the General
Meeting will be held on Wednesday, 13 June 2012 at the offices of
Lawrence Graham LLP, 4 More London Riverside, London SE1 2AU, with
the Court Meeting to commence at 10.00 a.m. and the General Meeting
to commence at 10.15 a.m. (or as soon thereafter as the Court
Meeting has concluded or been adjourned).
Timetable
The Scheme Document also contains an expected timetable of
principal events relating to the Scheme, a copy of which is set out
in the appendix to this announcement. As set out in that timetable,
subject to the satisfaction or waiver of the Conditions to the
Scheme, it is currently expected the Scheme will become effective
on 4 July 2012. However, the dates in the timetable are indicative
only and will depend, amongst other things, on the date on which
the Court sanctions the Scheme and the associated Capital
Reduction.If any of the expected dates set out in the timetable
change, the Company will give notice of the change by issuing an
announcement to a Regulatory Information Service.
The Scheme Document is available to view and download on the
Company's website at
http://www.go-dove.com/company/InvestorRelations.asp under the
heading 'Recommended Cash Acquisition by Liquidity Services'.
All references in this announcement to times are to London
time.
Unless the context otherwise requires, terms defined in the
Scheme Document have the same meanings in this announcement.
Enquiries:
GoIndustry-DoveBid plc +44 20 7098 3700
Neville Davis, Chairman
Jack Reinelt, Chief Executive Officer
Leslie-Ann Reed, Chief Financial Officer
WH Ireland Ltd. (Financial Adviser and Nominated
Adviser to GoIndustry) +44 20 7220 1650
Chris Fielding
James Bavister
St. Brides Media & Finance Ltd. (Public Relations
Adviser to GoIndustry) +44 20 7236 1177
Felicity Edwards
Liquidity Services, Inc. +1 202 467 6868
Jim Rallo, Chief Financial Officer and Treasurer
1920 L Street, N.W.
6(th) Floor
Washington, D.C.
United States of America
RBC Capital Markets (Financial Adviser to Liquidity
Services) +44 207 653 4000
Stephen J. McPherson
Mark Rushton
WH Ireland, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for GoIndustry and no one
else in connection with the Acquisition and other matters referred
to in this announcement and the Scheme Document and will not be
responsible to any person other than GoIndustry for providing the
protections afforded to clients of WH Ireland nor for giving advice
in relation to the Acquisition or any other matter or arrangement
referred to in this announcement.
RBC Capital Markets, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Liquidity
Services UK and no one else in connection with the Acquisition and
other matters referred to in this announcement and the Scheme
Document and will not be responsible to any person other than
Liquidity Services UK for providing the protections afforded to
clients of RBC Capital Markets nor for giving advice in relation to
the Acquisition or any other matter or arrangement referred to in
this announcement.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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 10(th) business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th)
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 one per cent. 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
Copies of this announcement and the Scheme Document will be
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on GoIndustry's
website at http://www.go-dove.com/company/InvestorRelations.asp,
under the heading 'Recommended Cash Acquisition by Liquidity
Services' 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and date
Latest time for lodging Forms of Proxy for the:-
Court Meeting (WHITE Form of Proxy) 10.00 a.m. on 11 June 2012(1)
General Meeting (BLUE Form of Proxy) 10.15 a.m. on 11 June 2012(2)
Voting Record Time 6.00 p.m. on 11 June 2012(3)
Court Meeting 10.00 a.m. on 13 June 2012
General Meeting 10.15 a.m. on 13 June 2012(4)
Certain of the following dates are subject to change (please see note
5 below)
Scheme Court Hearing 29 June 2012
Completion of UK Share Sale Agreement and US Assets Sale Agreement 1 July 2012
Last day of dealings in, and for registration of transfer of, and 2 July 2012(5)
disablement of CREST of,
GoIndustry Shares
Scheme Record Time 5.00 p.m. on 2 July 2012(5)
Suspension of trading in GoIndustry Shares on AIM 7.30 a.m. on 3 July 2012
Capital Reduction Court Hearing 3 July 2012(5)
Scheme Effective Date 4 July 2012(5)
Cancellation of admission of GoIndustry Shares to trading on AIM by no later than 7.00 a.m. on 5 July 2012(5)
Latest date of despatch of cheques and settlement through CREST within 14 days of the Scheme Effective Date(5)
or other form of payment
Long Stop Date 31 August 2012
All times shown are London times (unless otherwise stated). All
dates and times are based on GoIndustry's current expectations and
are subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to GoIndustry Shareholders by announcement through the
Regulatory Information Service of the London Stock Exchange.
The Court Meeting and the General Meeting will each be held at
the offices of Lawrence Graham LLP, 4 More London Riverside, London
SE1 2AU.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFSEEAIVFIF
Goindustry (LSE:GOI)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Goindustry (LSE:GOI)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
