Sanction of Scheme (2891F)

TIDMPSK

RNS Number : 2891F

ProStrakan Group plc

20 April 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 of such jurisdiction

20 April 2011

Recommended cash acquisition of ProStrakan Group plc by Kyowa Hakko Kirin Co., Ltd.

Court sanction of Scheme and confirmation of Capital Reduction

On 21 February 2011, the boards of Kyowa Hakko Kirin Co., Ltd. ("KHK") and ProStrakan Group plc ("ProStrakan") announced that they had reached agreement on the terms of a recommended cash acquisition by KHK of the entire issued and to be issued share capital of ProStrakan (the "Acquisition"), to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

ProStrakan announces that, at a hearing earlier today, the Court of Session in Edinburgh, Scotland sanctioned the Scheme and confirmed the related Capital Reduction required to effect the Acquisition.

Accordingly, all the Conditions to the Scheme have been satisfied or waived other than the delivery to and registration by the Registrar of Companies in Scotland of certified copies of the Court Order and Statement of Capital. This is expected to take place on 21 April 2011, at which point the Scheme and the related Capital Reduction will become effective.

Dealings in ProStrakan Shares on the London Stock Exchange were suspended with effect from 6.00 p.m. (London time) on 19 April 2011. It is expected that the Scheme will become effective on 21 April 2011 and that the cancellation of the admission to trading of the ProStrakan Shares on the London Stock Exchange's main market for listed securities and the cancellation of the admission to listing of the ProStrakan Shares on the Official List of the UK Listing Authority will each take place by 8.00 a.m. on 21 April 2011.

Upon the Scheme becoming effective, holders of Scheme Shares will be entitled to receive 130 pence for each Scheme Share held by them at the Scheme Record Time (6.00 p.m. on 19 April 2011).

It is expected that the consideration due to Scheme Shareholders will be dispatched to them by no later than 4 May 2011.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document dated 8 March 2011.

This announcement will be made available on the ProStrakan website at www.prostrakan.com

Enquiries

 
 ProStrakan Group plc                           Telephone: +44 1896 
  Peter Allen, Chairman and Acting Chief         664000 
  Executive 
  Allan Watson, Chief Financial Officer 
  Callum Spreng, Corporate Communications 
 J.P. Morgan Cazenove                           Telephone: +44 20 7742 
  (Lead Financial Adviser and Joint Corporate    4000 
  Broker to ProStrakan) 
  John Muncey 
  Dwayne Lysaght 
  Gina Gibson 
 Numis Securities Limited                       Telephone: +44 20 7260 
  (Rule 3 Adviser and Joint Corporate            1000 
  Broker to ProStrakan) 
  Michael Meade 
  James Black 
 Kyowa Hakko Kirin Co., Ltd.                    Telephone: +81 3 3282 
  Shigeru Morotomi, Corporate Communications     0009 
  Yasuhiro Yamamoto, Corporate Communications 
 Bank of America Merrill Lynch                  Telephone: +81 3 6225 
  (Sole Financial Adviser and Corporate          7000 
  Broker to KHK)                                 Telephone: +44 20 7996 
  Tokyo                                          1000 
  Akihiko Manaka 
  Isana Endo 
  London 
  Rupert Hill 
  Glenn Rewick

J.P. Morgan plc, which operates its investment banking business in the United Kingdom under the name J.P. Morgan Cazenove and which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ProStrakan and no one else in connection with the Acquisition and will not be responsible to anyone other than ProStrakan for providing the protections afforded to clients of J.P. Morgan plc or for providing advice in connection with the Acquisition or any matter referred to in this announcement.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ProStrakan and no-one else in connection with the Acquisition and will not be responsible to anyone other than ProStrakan for providing the protections afforded to clients of Numis Securities Limited or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

Bank of America Merrill Lynch is acting exclusively for KHK and no-one else in connection with the Acquisition and will not be responsible to anyone other than KHK for providing the protections afforded to clients of Bank of America Merrill Lynch or for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

This announcement is not intended to, and does not, constitute or form part of an offer to sell, or otherwise dispose of, or constitute an invitation or the solicitation of an offer to purchase, subscribe for or otherwise acquire any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of ProStrakan in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition.

This announcement has been prepared for the purpose of complying with English and Scots law, the Listing Rules, the rules of the London Stock Exchange 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 the United Kingdom. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Shareholders in the United States should note that the Scheme relates to the shares of a company incorporated in Scotland and will be governed by Scots law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices and procedures applicable to schemes of arrangement under Scots Law, which differ from the disclosure and procedural requirements of the US proxy solicitation rules and tender offer rules.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OUPPGUGACUPGGWU

Prostrakan (LSE:PSK)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024