TOL Toluna

 
TIDMTOL 
 
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 
 
13 April 2011 
 
                                  ACQUISITION 
 
                                      OF 
 
                             TOLUNA PLC ("TOLUNA") 
 
                                      BY 
 
                      ITWP ACQUISITIONS LIMITED ("ITWP") 
 
                   Scheme of Arrangement sanctioned by Court 
 
ToLuna announces that at a hearing held earlier today, the High Court of 
Justice in England and Wales (the "Court") sanctioned the scheme of arrangement 
under Part 26 of the Companies Act 2006 (the "Scheme") to effect the proposed 
acquisition of ToLuna by ITWP. 
 
Completion of the Scheme remains subject to the satisfaction or, if permitted, 
waiver of the remaining conditions of the Scheme set out in the Scheme Document 
including, inter alia, the confirmation of the Reduction of Capital by the 
Court. The Court Hearing to confirm the Reduction of Capital is scheduled to 
take place on 15 April 2011. 
 
It is expected that the last day for dealings in ToLuna Shares will be 14 April 
2011 and that the Scheme will become effective on 18 April 2011.  If the Scheme 
becomes effective on 18 April 2011, it is expected that the admission to 
trading on AIM of the ToLuna Shares will be cancelled at 7.00 a.m. on 19 April 
2011 or shortly thereafter. 
 
A further announcement will be made in due course. 
 
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 14 February 2011 and the Scheme Document. 
 
Enquiries: 
 
ToLuna PLC 
 
 Frederic-Charles Petit (Chief         Tel: 00 33 63308 0391 
 Executive) 
 
 Richard Bernstein (Non-Executive      Tel: 00 44 207 491 0770 
 Director) 
 
 Merchant Securities Limited 
 
 David Worlidge/Simon Clements/Bidhi   * Tel: 020 7628 2200 
 Bhoma 
 
 DEALING DISCLOSURE REQUIREMENTS 
 
 Under Rule 8.3(a) of the Code, any person who is interested in one per 
 cent. or more of any class of relevant securities of an offeree company or 
 of any paper offeror (being any offeror other than an offeror which has 
 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 (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 pm (London time) on the 10th 
 business day following the commencement of the offer period and, if 
 appropriate, by no later than 3.30 pm (London time) on the 10th business 
 day following the announcement in which any paper offer 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 
 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 ToLuna, 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 website 
 
 A copy of this announcement will be available free of charge, subject to 
 certain restrictions relating to persons resident in restricted 
 jurisdictions, for inspection on ToLuna's website at www.toluna-group.com 
 by no later than 12 noon on 14 April 2011. 
 
 
 
END 
 

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