TIDMALN TIDMSDL
RNS Number : 9661T
Alterian PLC
14 December 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.
FOR IMMEDIATE RELEASE
14 December 2011
Recommended Cash Acquisition
by
SDL plc
of
Alterian plc
Posting of Scheme Document
On 2 December 2011, the Alterian Independent Directors announced
that they had reached agreement on the terms of the cash
Acquisition to acquire the whole of the issued and to be issued
share capital of Alterian plc ("Alterian" or the "Company") by SDL
plc ("SDL"). The Acquisition is to be implemented by way of a
Court-approved scheme of arrangement (the "Scheme").
Accordingly, Alterian now announces that a scheme document in
relation to the Scheme (the "Scheme Document") is being posted to
Alterian Shareholders today, 14 December 2011.
A detailed timetable of events for the Scheme is set out in the
appendix to this announcement. These dates 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 the
expected dates change, the Company will give notice of the changes
in an announcement through a Regulatory Information Service.
A copy of the Scheme Document will shortly be available for
inspection at the Financial Services Authority's National Storage
Mechanism which can be accessed at www.hemscott.com/nsm.do.
Words and expressions defined in the Scheme Document shall,
unless the context provides otherwise, have the same meanings in
this announcement.
Enquiries:
Alterian Tel: +44 (0) 117 970
Phil Cartmell, Chairman 3200
Heath Davies, Chief Executive Officer
Guy Millward, Finance Director
Canaccord Genuity (financial adviser Tel: +44 (0) 20 7050
to Alterian) 6500
Simon Bridges/Rory O'Sullivan
Cameron Duncan
College Hill (public relations advisers Tel: +44 (0) 20 7457
to Alterian) 2020
Adrian Duffield
Kay Larsen
SDL Tel: +44 (0) 1628 410
Mark Lancaster, Executive Chairman 127
John Hunter, Chief Executive Officer
Matthew Knight, Chief Financial Officer
Investec (financial adviser toSDL) Tel: +44 (0) 20 7597
Andrew Pinder 5000
David Flin
FTI Consulting (public relations advisers Tel: +44 (0) 20 7831
toSDL) 3113
Ed Bridges
Jon Snowball
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively for Alterian
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Alterian for providing the
protections afforded to clients of Canaccord Genuity Limited nor
for providing advice in relation to the Acquisition or any other
matter or arrangement referred to in this announcement.
Investec Bank plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for SDL and no one
else in connection with the Acquisition and will not be responsible
to anyone other than SDL for providing the protections afforded to
clients of Investec Bank plc nor for providing advice in relation
to the Acquisition or any other matter or arrangement referred to
in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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% 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 p.m. (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.
Publication on websites
Copies of this announcement and the Scheme Document are
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, at Alterian's and
SDL's websites www.alterian.com and www.sdl.com respectively, 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 4 January 2012(1)
-------------------------------------- --------------------------------
General Meeting (BLUE Form of 10.15 a.m. on 4 January 2012(2)
Proxy)
-------------------------------------- --------------------------------
Voting Record Time 6.00 p.m. on 4 January 2012(3)
-------------------------------------- --------------------------------
Court Meeting 10.00 a.m. on 6 January 2012
-------------------------------------- --------------------------------
General Meeting 10.15 a.m. on 6 January 2012(4)
-------------------------------------- --------------------------------
Certain of the following dates
are subject to change (please
see note (5) below):
-------------------------------------- --------------------------------
Scheme Court Hearing 24 January 2012
-------------------------------------- --------------------------------
Last day of dealings in, and for 25 January 2012(5)
registration of transfer of, and
disablement of CREST of, Alterian
Shares
-------------------------------------- --------------------------------
Scheme Record Time 6.00 p.m. on 25 January 2012(5)
-------------------------------------- --------------------------------
Dealings in Alterian Shares suspended 7.30 a.m. on 26 January 2012
-------------------------------------- --------------------------------
Capital Reduction Court Hearing 26 January 2012(5)
-------------------------------------- --------------------------------
Scheme Effective Date 27 January 2012(5)
-------------------------------------- --------------------------------
Delisting and cancellation of by no later than 8.00 a.m. on
admission to trading of Alterian 28 January 2012(5)
Shares
-------------------------------------- --------------------------------
Latest date of despatch of cheques Within 14 days of the Scheme
and settlement through CREST or Effective Date(5)
other form of payment
-------------------------------------- --------------------------------
Long Stop Date 17 May 2012
-------------------------------------- --------------------------------
All references in this announcement to times are to times in
London (unless otherwise stated).
The Court Meeting and the General Meeting will each be held at
the offices of Osborne Clarke, One London Wall, London EC2Y
5EB.
(1) It is requested that the WHITE Form of Proxy for the Court
Meeting be lodged before 10.00 a.m. on 4 January 2012, or, if the
Court Meeting is adjourned, not later than 48 hours before the time
fixed for the holding of the adjourned meeting. WHITE Forms of
Proxy not so lodged may be handed to the Chairman of the Court
Meeting before the taking of the poll at the Court Meeting.
(2) The BLUE Form of Proxy for the General Meeting must be
lodged before 10.15 a.m. on 4 January 2012 in order for it to be
valid, or, if the General Meeting is adjourned, not later than 48
hours before the time fixed for the holding of the adjourned
meeting. The BLUE Form of Proxy cannot be handed to the Chairman of
the General Meeting at that meeting.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.00 p.m. on the day which is two days before the adjourned
meeting.
(4) Or as soon thereafter as the Court Meeting shall have been
concluded or adjourned.
(5) These times and dates are indicative only and will depend,
among other things, on the date on which the Conditions are either
satisfied, or (if capable of waiver) waived, and the dates upon
which the Court sanctions the Scheme and confirms the associated
Capital Reduction. It will also depend on whether the Court
Order(s) sanctioning the Scheme and confirming the Capital
Reduction and, in relation to the Capital Reduction, the statement
of capital are delivered to the Registrar of Companies, and if
required by the Court, when the Capital Reduction Court Order is
registered. Alterian will give notice of the change(s) by issuing
an announcement through a Regulatory Information Service and, if
required by the Panel, post notice of the change(s) to Alterian
Shareholders and, for information only, to participants in the
Alterian Share Schemes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAGGGUCPUPGGPC
Alterian (LSE:ALN)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Alterian (LSE:ALN)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024
