MXM Maxima Hldgs

TIDMRED TIDMMXM

RNS Number : 3829Q

Redstone PLC

06 November 2012

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 OF SUCH JURISDICTION

6 November 2012

RECOMMENDED ACQUISITION

of

MAXIMA HOLDINGS PLC

by

REDSTONE PLC

to be effected

by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Offer Update: Amendment to Timetable

Maxima Holdings plc ("Maxima") and Redstone plc ("Redstone") announce that the date of the Scheme Court Hearing, the first of two Court Hearings required, has been changed from 6 November 2012 to 9 November 2012. The Reduction Court Hearing is also scheduled to take place on 9 November 2012.

The Scheme will become effective upon the Court Order(s) relating to Scheme and the Reduction of Capital being delivered to the Registrar of Companies for registration which is expected to take place on 9 November 2012.

Dealings in Maxima Shares on the AIM market of the London Stock Exchange were suspended at 7.30 a.m. (UK time) today. The cancellation of Maxima Shares to trading on AIM is expected to take place at 7.00 a.m. (UK time) on 12 November 2012.

Upon completion of the Acquisition, holders of Scheme Shares on the Maxima register of members at 6.00 p.m. on 8 November 2012 will be entitled to receive 28 New Redstone Shares, for each Scheme Share held.

Timetable

The expected timetable of events for the Scheme is set out below:

 
 Trading in Maxima Shares on AIM                    7.30 a.m. on 6 November 2012 
  suspended 
 Scheme Record Time                                    6.00 p.m. 8 November 2012 
 Scheme Court Hearing and Reduction                              9 November 2012 
  Court Hearing 
 Effective Date of the Scheme                             9 November 2012 
 Cancellation of Maxima Shares                     7.00 a.m. on 12 November 2012 
  to trading on AIM 
 Admission of New Redstone Shares                  8.00 a.m. on 12 November 2012 
  to trading on AIM 
  Latest date for despatch of cheques                        By 23 November 2012 
  and certificates and settlement 
  through CREST 
 

Other

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document. In accordance with Rule 30.4 of the City Code, a copy of this announcement will be published on Maxima's website at www.maxima.co.uk and on Redstone's website at www.redstone.com.

Contacts

Enquiries:

For further information, please contact:

Redstone plc

Tony Weaver, CEO / Peter Hallett, CFO Tel. +44 (0)845 201 000

finnCap

(financial adviser to Redstone) Tel. +44 (0)20 7220 0500

Marc Young / Charlotte Stranner

Newgate Threadneedle

(public relations adviser to Redstone) Tel. +44 (0)20 7653 9850

Josh Royston / Guy McDougall

Maxima Holdings plc

   Michael Brooke - Senior Non Executive Director                           Tel: +44 (0)1242 211 211 

David Memory - Chief Financial Officer

Oakley Capital Limited

(financial adviser to Maxima)

Chris Godsmark / Chris Brooks Tel: +44 (0)20 7766 6900

Cenkos

(Nominated adviser to Maxima)

Stephen Keys / Adrian Hargrave Tel: +44 (0)20 7397 8900

MHP Communications

(public relations adviser to Maxima)

Reg Hoare / Vicky Watkins Tel: +44 (0)20 3128 8100

Maxima Shareholders are advised to read the formal documentation received by them in relation to the Offer carefully as it contains important information.

Whether or not certain Maxima Shares were voted at the Shareholder Court Meeting or the General Meeting, if the Scheme becomes effective those Maxima Shares will be cancelled pursuant to the Scheme in return for 28 New Redstone Shares for every one Maxima Share.

Oakley Capital is acting for Maxima and no one else in connection with the Scheme and will not regard any other person as its client nor be responsible to anyone other than those persons for providing the protections afforded to clients of Oakley Capital nor for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement. Oakley Capital is authorised and regulated by the Financial Services Authority in respect of regulated activities.

Cenkos Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Maxima and no one else in connection with the Scheme and will not be responsible to anyone other than Maxima for providing the protections afforded to clients of Cenkos Limited or for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Redstone and no one else in connection with the Scheme and will not be responsible to anyone other than Redstone for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement.

This Announcement has been prepared for the purposes of complying with English law and the 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 and regulations of any jurisdiction outside of England.

This announcement is not intended to, and does not, constitute or form part of an offer or invitation to sell or subscribe for or acquire or exchange securities in Redstone or Maxima or a solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise. The full terms and conditions of the Scheme are set out in the Scheme Document. This announcement does not constitute a prospectus or a prospectus equivalent document. The release, publication or distribution of this announcement in jurisdictions other than the UK and the implications of the Scheme for Maxima Shareholders outside the UK may be affected by the laws of the relevant jurisdictions. Maxima Shareholders outside the UK should inform themselves about and observe any applicable requirements. It is the responsibility of each Maxima Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required to be observed and the payment of any issue, transfer or other taxes in such jurisdictions. This announcement has been prepared for the purpose of complying with English law and the City 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 the UK.

The New Redstone Shares have not been, nor will they be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States and will not be listed on any stock exchange in the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the New Redstone Shares, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence under US law. Further, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the New Redstone Shares have not been, and nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, the New Redstone Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction, or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan.

Cautionary note on forward looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Redstone and Maxima and certain plans and objectives of the Redstone Directors and the Maxima Directors with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions, and assessments made by the Redstone Directors and the Maxima Directors in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe appropriate. By their nature, forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although the Redstone Directors and the Maxima Directors believe that the expectations reflected in such forward-looking statements are reasonable, neither Redstone nor Maxima can give any assurance that such expectations will prove to have been

correct and assume no obligation to update or correct the information contained in this announcement (except to the extent legally required) and Redstone and Maxima therefore caution you not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

Disclosure requirements required under the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1 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 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 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. 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.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Maxima confirms that at the date of this Announcement, there are 35,261,402 Maxima Shares in issue. The ISIN of the Maxima Shares is GB00B034R743.

In accordance with Rule 2.10 of the Code, Redstone confirms that at the date of this Announcement, there are 3,102,419,622 Redstone Shares in issue and admitted to trading on AIM. The ISIN of the Redstone Shares is GB00B1VGFJ71.

Publication on websites

In accordance with Rule 19.11 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Maxima's website at www.maxima.co.uk. For the avoidance of doubt, the contents of this website is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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