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RNS Number : 3716Y
Cattles PLC
21 December 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
21 December 2010
Restructuring of Cattles plc
Posting of certain documents to shareholders and creditors
On 29 November 2010, Cattles plc ("Cattles") announced that it
had received sufficient support from its key financial creditors to
enable it to launch a restructuring of the Cattles group (the
"Restructuring"). It announced that, as part of the Restructuring,
four separate schemes of arrangement under Part 26 of the Companies
Act 2006 (the "Act") would be proposed. These are schemes of
arrangement between:
-- Cattles and its shareholders, pursuant to which the shares in
Cattles will be acquired by Bovess Limited (the "Cattles
Shareholder Scheme");
-- Cattles and certain of its creditors (the "Cattles Creditor
Scheme");
-- Welcome Financial Services Limited ("WFSL"), being an
indirectly wholly-owned subsidiary of Cattles, and certain of its
creditors (the "WFSL Creditor Scheme"); and
-- Ewbanks Mail Order Limited ("Ewbanks"), being another
indirectly wholly-owned subsidiary of Cattles, and certain of its
creditors (the "Ewbanks Scheme").
In respect of each of these schemes of arrangement, Cattles
wishes to announce the following.
Cattles Shareholder Scheme
Cattles is today posting a circular to its shareholders (the
"Shareholder Scheme Document") containing, amongst other things,
the full terms and conditions of the Cattles Shareholder Scheme, an
explanatory statement pursuant to section 897 of the Act, an
anticipated timetable of principal events and details of the
actions to be taken by Cattles shareholders.
The Shareholder Scheme Document also contains notice of the
Court-convened shareholder meeting (the "Court Meeting") and the
general meeting of shareholders (the "General Meeting") at which
Cattles shareholders can vote on the Cattles Shareholder Scheme.
Both the Court Meeting and the General Meeting will be held at The
Albert Hall Conference Centre, North Circus Street, Nottingham NG1
5AA on 31 January 2011, with the Court Meeting to commence at 10.00
a.m. and the General Meeting to commence at 10.30 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned).
The Shareholder Scheme Document is available for inspection at
the offices of Freshfields Bruckhaus Deringer LLP (65 Fleet Street,
London EC4Y 1HS) and at the registered office of Cattles (Kingston
House, Centre 27 Business Park, Woodhead Road, Birstall, Batley,
West Yorkshire WF17 9TD) during usual business hours on any
business day until the Cattles Shareholder Scheme becomes effective
(or it lapses or is withdrawn). A copy of the Shareholder Scheme
Document will also be available on the Cattles website at
www.cattles.co.uk/schemes.
A copy of the Shareholder Scheme Document has also been
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.hemscott.com/nsm.do.
Cattles Creditor Scheme and the WFSL Creditor Scheme
Cattles and WFSL are today posting a joint letter to certain of
their creditors. This letter attaches formal notice that
Court-convened meetings of the creditors of Cattles and of WFSL to
vote on the Cattles Creditor Scheme and the WFSL Creditor Scheme
respectively will be held at The Albert Hall Conference Centre,
North Circus Street, Nottingham NG1 5AA on 1 February 2011. The
meetings for the Cattles Creditor Scheme will commence at 10.00
a.m. and the meetings for the WFSL Creditor Scheme at 11.00 a.m.
(or such later time as the preceding Cattles Creditor Scheme
meeting shall conclude or adjourn). The notice also informs
creditors that copies of: (i) the Cattles Creditor Scheme; (ii) the
WFSL Creditor Scheme; (iii) the explanatory statement to the
Cattles Creditor Scheme and the WFSL Creditor Scheme required to be
provided by section 897 of the Act; and (iv) the voting and proxy
forms to enable creditors to vote on the Cattles Creditor Scheme
and the WFSL Creditor Scheme are all available to be read or
downloaded on www.cattles.co.uk/schemes.
Ewbanks Scheme
Ewbanks is today posting to certain of its creditors a document
containing the full terms of the Ewbanks Scheme and an explanatory
statement to the Ewbanks Scheme required to be provided by section
897 of the Act. It is also posting to them a voting and proxy form
to enable them to vote on the Ewbanks Scheme. The Court-convened
meetings of the creditors of Ewbanks to vote on the Ewbanks Scheme
will be held at The Albert Hall Conference Centre, North Circus
Street, Nottingham NG1 5AA on 1 February 2011 commencing at 12.30
p.m. (or at such later time as the preceding meeting is concluded
or adjourned).
Other
In addition, Cattles has today posted to its shareholders a
circular (the "Accounts Circular") containing notice of a general
meeting of shareholders to approve the Company's Annual Report and
Financial Statements for the financial year ended 31 December 2009
and other related matters. This meeting will be held at The Albert
Hall Conference Centre, North Circus Street, Nottingham NG1 5AA on
31 January 2011 commencing at 11.00 a.m. (or as soon thereafter as
the General Meeting relating to the Cattles Shareholder Scheme is
concluded or adjourned).
A copy of the Accounts Circular has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at www.hemscott.com/nsm.do.
In accordance with Rule 19.11 of the City Code on Takeovers and
Mergers, a copy of this announcement will be published on Cattles'
website at www.cattles.co.uk.
Enquiries
Cattles
Margaret Young, Executive Chairman 020 7269 7252
Financial Dynamics
Paul Marriott 020 7269 7252
FURTHER INFORMATION RELATING TO THE SHAREHOLDER SCHEME
Capitalised terms used in this section of this announcement
shall, unless the context otherwise requires, have the meaning
given to them in the Shareholder Scheme Document (as defined
above).
This announcement is not intended to, and does not, constitute
an offer or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities
pursuant to this announcement, the Scheme Proposal or otherwise.
The Shareholder Scheme Document contains the full terms and
conditions of the Cattles Shareholder Scheme (including details of
how to vote in respect of the Cattles Shareholder Scheme). Any vote
in respect of the Cattles Shareholder Scheme should be made only on
the basis of the information contained in the Shareholder Scheme
Document. Cattles Shareholders are advised to read the Shareholder
Scheme Document carefully, once it has been despatched.
Lexicon, which is authorised and regulated in the UK by the FSA,
is acting exclusively for Cattles and no one else in connection
with the Scheme Proposal and will not be responsible to anyone
other than Cattles for providing the protections afforded to its
clients or for providing advice in relation to the Scheme Proposal
or in relation to the contents of this announcement or any
transaction or arrangement referred to herein.
Shore Capital, which is authorised and regulated in the UK by
the FSA, is acting exclusively for Bovess and no one else in
connection with the Scheme Proposal and will not be responsible to
anyone other than Bovess for providing the protections afforded to
its clients or for providing advice in relation to the Scheme
Proposal or in relation to the contents of this announcement or any
transaction or arrangement referred to herein.
Overseas Jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by law and therefore
persons who are subject to the laws of any jurisdiction other than
the UK into whose possession this announcement comes should inform
themselves about and observe any applicable legal and regulatory
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the securities laws of
any such jurisdiction.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in one per cent. or more of any class of relevant securities of an
offeree company must make a disclosure (an "Opening Position
Disclosure") following the commencement of the offer period. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for,
relevant securities of the offeree company. 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. on the tenth business day following the
commencement of the offer period. Relevant persons who deal in
relevant securities of the offeree company prior to the deadline
for making an Opening Position Disclosure must instead make a
dealing disclosure (a "Dealing Disclosure").
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company. 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 the
offeree company 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. 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 the offeree company, 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 either 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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