Posting of Scheme Document
17 6월 2010 - 3:00PM
UK Regulatory
TIDMSVN TIDMGRI
RNS Number : 7602N
Sovereign Reversions PLC
17 June 2010
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 that jurisdiction.
RECOMMENDED ACQUISITION
of
Sovereign Reversions plc
by
Grainger Equity Release Limited
(a wholly owned subsidiary of Grainger PLC)
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
For immediate release
17 June 2010
Further to the announcement on 4 June 2010 by the boards of Grainger plc
("Grainger") and Sovereign Reversions plc ("Sovereign") that they had reached
agreement on the terms of a recommended acquisition by Grainger (or a subsidiary
of Grainger) for all of the issued and to be issued ordinary share capital of
Sovereign to be implemented by way of a Court sanctioned scheme of arrangement
pursuant to Part 26 of the Companies Act 2006 (the "Scheme"), Grainger and
Sovereign now announce that the circular containing, amongst other things, the
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
General Meeting, a timetable of principal events and details of the actions to
be taken by Shareholders (the "Scheme Document") is being posted to Shareholders
today.
The Court Meeting and General Meeting to approve the Scheme are scheduled to
take place on 12 July 2010 at 3.30 p.m. and 3.45 p.m. respectively. As described
in the Scheme Document, the Scheme will require the approval of the Scheme
Shareholders at the Court Meeting, and the passing of a special resolution at
the General Meeting. The Scheme and associated Capital Reduction will also
require the subsequent sanction and (as the case may be) confirmation of the
Court. Both meetings will be held at the offices of Field Fisher Waterhouse LLP,
35 Vine Street, London EC3N 2AA. An expected timetable of the principal events
is set out below.
Copies of the Scheme Document will be available for inspection during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted)
up to and including the date on which the Scheme becomes effective pursuant to
its terms (the "Effective Date") at the offices of Field Fisher Waterhouse LLP
at 35 Vine Street, London EC3N 2AA.
The Scheme Document will also be available until the Effective Date, or such
later date as Grainger and Sovereign may decide, on Sovereign's website at
www.sovereign-reversions.co.uk.
Hard copies of the Scheme Document and Forms of Proxy will be available from the
offices of the Company at 31 Goldington Road, Bedford MK40 3LH.
Cancellation of Admission
The Company wishes to notify that application will also be made to the London
Stock Exchange for the cancellation of admission to trading on AIM of the
Company's ordinary shares conditional upon the Scheme being sanctioned by the
Court and becoming effective on the Effective Date. The notice period of at
least 20 Business Days prior to cancellation as required by Rule 41 of the AIM
Rules for Companies has commenced today. It is anticipated that, subject to the
timing set out below, cancellation of admission to trading will take effect at
8.00 a.m. on 10 August 2010.
Capitalised terms used in this announcement have the meanings given to them in
the Scheme Document.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for the
implementation of the Transaction:
+----------------------------------------+-------------------------+
| Latest time for lodging forms of proxy | |
| for: | 3.30 p.m. on 10 July |
| · the Court meeting | 2010 1 |
| | |
+----------------------------------------+-------------------------+
| · the General meeting | 3.45 p.m. on 10 July |
| | 2010 2 |
| | |
+----------------------------------------+-------------------------+
| Voting Record Time for the Meetings | 6.00 p.m. on 8 July |
| | 2010 3 |
| | |
+----------------------------------------+-------------------------+
| Court Meeting | 3.30 p.m. on 12 July |
| | 2010 |
| | |
+----------------------------------------+-------------------------+
| General Meeting | 3.45 p.m. on 12 July |
| | 2010 4 |
| | |
+----------------------------------------+-------------------------+
| Scheme Court Hearing | 4 August 2010 |
| | |
+----------------------------------------+-------------------------+
| Last day of dealings in Shares | 5 August 2010 5 |
| | |
+----------------------------------------+-------------------------+
| Dealings in Shares suspended | 5.00 p.m. on 5 August |
| | 2010 5 |
| | |
+----------------------------------------+-------------------------+
| Scheme Record Time | 6.00 p.m. on 5 August |
| | 2010 5 |
| | |
+----------------------------------------+-------------------------+
| Reduction Court Hearing | 6 August 2010 5 |
| | |
+----------------------------------------+-------------------------+
| Effective Date of the Scheme | 9 August 2010 5 |
| | |
+----------------------------------------+-------------------------+
| Cancellation of trading on AIM of | 10 August 2010 5 |
| Shares | |
+----------------------------------------+-------------------------+
| Despatch of cheques and settlement | within 14 days of the |
| through CREST | Effective Date |
| | |
+----------------------------------------+-------------------------+
(1) It is requested that blue forms of proxy for the Court Meeting be
lodged not later than 48 hours prior to the time appointed for the Court
Meeting. Blue forms of proxy not so lodged may be handed to the Registrar on
behalf of the Chairman of the Court Meeting at the Court Meeting.
(2) White forms of proxy for the General Meeting must be lodged not
later than 48 hours prior to the time appointed for the General Meeting.
(3) If either the Court Meeting for the General Meeting is adjourned,
the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on
the date two days (excluding bank holidays and weekends) before the date set for
the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting shall have concluded or
been adjourned.
(5) These dates are indicative only and will depend on, among other
things, whether and when the Conditions are satisfied or (where applicable)
waived and the date upon which the Court sanctions the Scheme and confirms the
Capital Reduction.
All references in this document to times are to UK time unless otherwise stated.
For further information please contact:
+-----------------------------------------------+--------------+
| Grainger plc | Tel: 020 |
| | 7795 4700 |
+-----------------------------------------------+--------------+
| Andrew Cunningham, Chief Executive | |
+-----------------------------------------------+--------------+
| Peter Couch, Chief Operating Officer | |
+-----------------------------------------------+--------------+
| Dave Butler, Director, Corporate Affairs | |
| | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| J.P. Morgan Cazenove, Financial Adviser to | Tel: 020 |
| Grainger | 7588 2828 |
+-----------------------------------------------+--------------+
| Robert Fowlds | |
+-----------------------------------------------+--------------+
| Bronson Albery | |
| | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| Financial Dynamics, Financial PR to Grainger | Tel: 020 |
| | 7831 3113 |
+-----------------------------------------------+--------------+
| Stephanie Highett | |
+-----------------------------------------------+--------------+
| Dido Laurimore | |
+-----------------------------------------------+--------------+
| Rachel Drysdale | |
| | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| Sovereign Reversions plc | Tel: 01234 |
| | 356300 |
+-----------------------------------------------+--------------+
| Graeme Marshall, Chief Executive | |
+-----------------------------------------------+--------------+
| Rupert Pearce Gould | |
| | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| Charles Stanley Securities, Joint Rule 3 | Tel: 020 |
| Adviser and broker to Sovereign Reversions | 7149 6000 |
+-----------------------------------------------+--------------+
| Dugald Carlean | |
+-----------------------------------------------+--------------+
| Ben Johnston | |
| | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| Fairfax I.S. PLC, Joint Rule 3 Adviser to | Tel: 020 |
| Sovereign Reversions | 7598 5368 |
+-----------------------------------------------+--------------+
| David Floyd | |
+-----------------------------------------------+--------------+
| Andrew Cox | |
| | |
+-----------------------------------------------+--------------+
| | |
+-----------------------------------------------+--------------+
| Wriglesworth Consultancy, Financial PR to | |
| Sovereign Reversions | |
+-----------------------------------------------+--------------+
| Mark Baker | Tel: 07980 |
| | 635 243 |
+-----------------------------------------------+--------------+
| Tom Urpeth | Tel: 020 |
| | 7427 1400 |
+-----------------------------------------------+--------------+
Dealing disclosure requirements
Under Rule 8.3(a) of the City 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 (UK time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no later
than 3.30 pm (UK 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 City 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 (UK 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 of 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.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the following websites: www.sovereign-reversions.co.uk and
www.graingerplc.co.uk.
J.P. Morgan Cazenove is a marketing name for the UK investment banking business
of J.P. Morgan plc and its associated companies. J.P. Morgan Cazenove is acting
exclusively for Grainger and no one else in connection with the possible
Transaction and will not be responsible to anyone other than Grainger for
providing the protections afforded to customers of J.P. Morgan Cazenove or for
providing advice in relation to the possible Transaction or any other matter
referred to herein.
Brewin Dolphin Investment Banking acts as joint broker to Grainger.
Charles Stanley Securities, a division of Charles Stanley & Co Limited is acting
exclusively for Sovereign Reversions and no one else in connection with the
possible Transaction and will not be responsible to anyone other than Sovereign
Reversions for providing the protections afforded to customers of Charles
Stanley Securities or for providing advice in relation to the possible
Transaction or any other matter referred to herein.
Fairfax I.S. PLC is acting exclusively for Sovereign Reversions and no one else
in connection with the possible Transaction and will not be responsible to
anyone other than Sovereign Reversions for providing the protections afforded to
customers of Fairfax I.S. PLC or for providing advice in relation to the
possible Transaction or any other matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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