Timing of posting of Scheme document

    RNS Number : 6954J
  European Capital Limited
  08 December 2008
   

    
    First Floor, Dorey Court
Admiral Park
St. Peter Port, Guernsey GY1 6HJ





    FOR IMMEDIATE RELEASE
    8 December 2008 

    Contact:
    John Erickson, Director, European Capital Financial Services (Guernsey) Limited    +1 (301) 951-6122      
Tom McHale, Director, European Capital Financial Services Limited +44 (0)207 539 7100 
    Juan Carlos Morales Cortes, Finance Director, European Capital Financial Services Limited  

    PROPOSED ACQUISITION BY AMERICAN CAPITAL - 
TIMING OF POSTING OF SCHEME DOCUMENT 
    On 10 November 2008, European Capital Limited ("European Capital") and American Capital, Ltd. ("ACAS"), the 67.7% owner of European
Capital, announced that they had reached agreement on the terms of a recommended all-share offer to be made by ACAS for all of the ordinary
shares of European Capital held by other investors (the "Acquisition"). The Acquisition is to be implemented by means of a scheme of
arrangement provided for under Guernsey company law (the "Scheme").  
    With the consent of the Panel on Takeovers and Mergers (the "Panel") and subject to the approval of the Royal Court of Guernsey,
European Capital announces that it intends to post the scheme document relating to the Scheme (the "Scheme Document") to shareholders on 12
January 2009. 
    For further details and to view the full announcement relating to the Acquisition see the "Recommended All-Share Offer for European
Capital Limited" on our website www.EuropeanCapital.com.  

    IMPORTANT DISCLOSURES

    This announcement is not intended to, and does not, constitute or form any part of an
    offer or invitation to sell or purchase any securities or the solicitation of an offer to buy
    any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to
    the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. The Acquisition
will be made solely by means of the Scheme Document (or any document through which the proposals of the Acquisition are actually made),
which will contain the full terms and conditions of the Acquisition, including details of how to vote in favour of the Acquisition.
    
Forward-looking statements

    This document may contain "forward-looking statements". By their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Many of these risks and uncertainties relate to factors beyond European Capital's control or
which cannot be estimated precisely. These factors include, but are not limited to, uncertainties associated with the timing of transaction
closings, changes in interest rates, availability of transactions, changes in regional, national or international economic conditions, and
changes in the conditions of the industries in which European Capital has made investments. Actual outcomes and results may therefore differ
materially from any outcomes or results expressed or implied by any such forward-looking statements.

    Dealing disclosure requirements

    Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, if any person is, or becomes, "interested" (directly or
indirectly) in 1 per cent. or more of any class of "relevant securities" of European Capital or ACAS, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities")
must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction.
This requirement will continue until the date on which the Scheme and/or City Code offer becomes effective, lapses or is otherwise withdrawn
or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire an "interest" in "relevant securities" of European Capital or ACAS, they will be deemed to be a single person for
the purpose of Rule 8.3.

    Under the provisions of Rule 8.1 of the City Code on Takeovers and Mergers, all "dealings" in "relevant securities" of European Capital
or ACAS by European Capital or ACAS, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time)
on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or
absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership
or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are
defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult
the Panel.


This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
MSCGCBDDDGGGGII
European Cap (LSE:ECAS)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024