Posting of Scheme Document

    RNS Number : 0887Y
  IAWS Group PLC
  02 July 2008
   

    IAWS GROUP PLC ('IAWS' or 'THE GROUP')
    RECOMMENDED ACQUISITION OF IAWS BY ARYZTA
    SCHEME DOCUMENT POSTED
    On 9 June 2008, the Board of IAWS Group plc ("IAWS") announced the terms of a recommended acquisition of the entire issued and to be
issued share capital of IAWS by ARYZTA AG ("ARYZTA") pursuant to the proposed merger of IAWS and Hiestand Holding AG. The acquisition is to
be effected by means of a scheme of arrangement under section 201 of the Act ("Scheme").
    IAWS announces that it yesterday posted a circular (the "Scheme Document") to IAWS Shareholders setting out the terms of the Scheme and
containing notices of a meeting of IAWS Shareholders convened by order of the Irish High Court at which IAWS Shareholders are to vote on the
Scheme (the "Court Meeting") and of an extraordinary general meeting of IAWS Shareholders at which IAWS Shareholders are to vote on various
resolutions related to the Scheme (the "IAWS EGM"). A copy of the Scheme Document will be posted on the IAWS website.
    The Court Meeting and IAWS EGM will start at 11.00am and 11.30am (or as soon thereafter as the Court Meeting has concluded or adjourned)
respectively on 24 July 2008. Both meetings will be held at the Four Seasons Hotel, Simmonscourt Road, Dublin 4, Ireland.
    As described in the Scheme Document, the Scheme is conditional, inter alia, upon receipt of certain anti-trust clearances, Hiestand
Shareholders voting in favour of the merger of Hiestand and ARYTZA by the requisite majority at a meeting of Hiestand Shareholders, the
approval of the Scheme by IAWS Shareholders at the Court Meeting, the passing of the resolutions necessary to implement the Scheme by the
requisite majority at the IAWS EGM and the sanction of the Scheme by the Irish High Court.  
    The anticipated timeline of principal events is as follows:
 24 July 2008     Court Meeting and IAWS EGM
 15 August 2008   Court Hearing to sanction the Scheme 
 20 August 2008   Last day of dealings in IAWS Shares
 21 August 2008   Effective Date and issue of ARYZTA Shares
 22 August 2008   Admission of ARYZTA to the SWX Swiss Exchange and the
                  Official List of the Irish Stock Exchange
    Note:
    These times and dates (other than the date of the Court Meeting and IAWS EGM) are indicative only and will depend, inter alia, on the
date upon which the Court sanctions the Scheme and receipt of the anti-trust clearances referred to above.
    Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Scheme Document.
    Enquiries
    Davy Corporate Finance
    Ivan Murphy
    Brian Garrahy
    Tel: +353 1 679 6363

    Temple Bar Advisory
    Media & Investor Relations
    Alex Money
    Lorna Ellen
    Tel: +44 207 002 1080

    The directors of IAWS accept responsibility for the information contained in this announcement, other than that relating to ARYZTA. To
the best of the knowledge and belief of the directors of IAWS (who have taken all reasonable care to ensure that such is the case), the
information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
    The directors of ARYZTA accept responsibility for the information contained in this announcement, relating to ARYZTA. To the best of the
knowledge and belief of the directors of ARYZTA (who have taken all reasonable care to ensure that such is the case), the information
contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to
affect the import of such information.
    Davy Corporate Finance, which is authorised and regulated in Ireland by the Financial Regulator, is acting exclusively as financial
adviser to IAWS in connection with the Merger and no-one else and will not be responsible to anyone other than IAWS for providing the
protections afforded to clients of Davy Corporate Finance or for providing advice in relation to the Merger, the content of this
announcement or any matter referred to herein.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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