Capital Reduction and Scheme Effective (1694I)
09 Juin 2011 - 1:22PM
UK Regulatory
TIDMSTF
RNS Number : 1694I
smartFOCUS Group PLC
09 June 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 THAT
JURISDICTION
9 June 2011
RECOMMENDED ACQUISITION OF
SMARTFOCUS GROUP PLC ("SMARTFOCUS")
BY
EMAILVISION HOLDINGS LIMITED ("EMAILVISION HOLDINGS")
Court confirmation of Capital Reduction
Scheme of Arrangement effective
Further to the announcement of 7 June 2011, smartFOCUS announces
that today the High Court of Justice in England and Wales (the
"Court") has made an order confirming the reduction of smartFOCUS'
share capital in connection with the Scheme, which was itself
sanctioned by the Court on 7 June 2011. Both Court orders have now
been delivered to the Registrar of Companies and as such the Scheme
has become effective.
smartFOCUS has made an application to AIM for cancellation of
the admission to trading of smartFOCUS Shares on AIM which is
expected to become effective at 7.00 a.m. on 10 June 2011.
Cheques and settlement in CREST in respect of cash consideration
due under this Scheme will be despatched or effected (as
applicable) within 14 days.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the announcement of 11 April 2011 and the Scheme
Document.
Enquiries:
smartFOCUS +44 (0) 117 943 5800
Curt Bloom, Interim Chief Executive Officer
Neil Thomas, Chief Financial Officer
Arbuthnot +44 (0) 20 7012 2000
Tom Griffiths
Paul Gillam
Emailvision Holdings +33 (0) 1 41 27 27 17
Olivier Candau
Investec +44 (0) 20 7597 5000
Andrew Pinder
Junya Iwamoto
Buchanan Communications +44 (0) 20 7466 5000
Lisa Baderoon
Notices
Dealing disclosure requirements:
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one 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 (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.
Market Purchases:
In accordance with normal UK market practice, Emailvision
Holdings or its nominees or brokers (acting as agents) may from
time to time make certain purchases of, or arrangements to
purchase, smartFOCUS Shares outside the United States, other than
pursuant to the Scheme, prior to the Effective Date. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases will be disclosed as required in the UK.
Publication on Website:
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
restricted jurisdictions and on smartFOCUS' website at
www.smartfocus.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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