Posting of Scheme Document
22 April 2010 - 5:00PM
UK Regulatory
TIDMAKG
RNS Number : 6448K
Astek Group PLC
22 April 2010
Not for release, publication or distribution, in whole or in part, in, directly
or indirectly, or into or from any jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction
22 April 2010
Recommended proposal for the Return of Cash to Shareholders and the Capital
Reduction by Astek Group plc ("Astek" or the "Company") to be implemented by
means of a Scheme of Arrangement
POSTING OF SCHEME DOCUMENT
On 15 April 2010, the Independent Directors of the Company announced that they
had reached agreement with the Management Shareholders on the terms of a scheme
of arrangement, which would provide for the return of cash to Independent
Shareholders and the transfer of control of the Company to the Management
Shareholders with the transaction being financed by a loan from Alan Julian
Segal.
Capitalised terms used in this announcement shall have the same meaning as
ascribed in the announcement dated 15 April 2010 unless the context otherwise
requires.
The board of Astek is pleased to announce that the scheme document (the "Scheme
Document") containing, inter alia, the terms and conditions of the Scheme, an
explanatory statement (in compliance with section 897 of the 2006 Act), notices
of the Court Meeting and General Meeting of Astek, a timetable of principal
events, and details of the actions to be taken by Astek Shareholders will be
posted to all Astek Shareholders on 23 April 2010.
As described in the Scheme Document, the Scheme and the Proposals are subject to
the satisfaction (or, where applicable, waiver) of the Conditions set out in
Part III of the Scheme Document. In addition, the implementation of the Scheme
will require approval by a special resolution of Astek Shareholders to be
proposed at the General Meeting. In order to become effective, the Scheme must
be approved by Scheme Shareholders at the Court Meeting (at which voting will be
conducted by way of a poll). The approval required at the Court Meeting is a
majority in number of those Scheme Shareholders present and voting, whether in
person or by proxy, representing not less than 75 per cent. in value of the
Scheme Shares held by such Scheme Shareholders.
The expected timetable of principal events is:
+------------------------------------------+------------------+
| Event | Time and/or date |
+------------------------------------------+------------------+
| | |
| Latest time for lodging blue Forms of | 10.00 a.m. 17 |
| Proxy for the | May 2010| |
| Court Meeting (Independent Shareholders | |
| only) | |
+------------------------------------------+------------------+
| | |
| Latest time for lodging white Forms of | 10.20 a.m. 17 |
| Proxy for the | May 2010 |
| General Meeting | |
+------------------------------------------+------------------+
| | |
| Voting Record Time (see note 3 below) | 6.00 p.m. 17 May |
| | 2010 |
+------------------------------------------+------------------+
| | |
| Court Meeting | 10.00 a.m. 19 |
| | May 2010 |
+------------------------------------------+------------------+
| | |
| General Meeting | 10.20 a.m. 19 |
| | May 2010 |
+------------------------------------------+------------------+
| | |
| Last day of dealings in, and | 7 June 2010 |
| registration of transfers of, Astek | |
| Shares and Warrants | |
+------------------------------------------+------------------+
| | |
| Scheme Record Time | 6.00 p.m. 7 June |
| | 2010 |
+------------------------------------------+------------------+
| | |
| Astek Shares suspended and Court Hearing | 8 June 2010 |
| to sanction the Scheme and confirm the | |
| Capital Reduction | |
+------------------------------------------+------------------+
| | |
| Scheme Effective Date | 8 June 2010 |
+------------------------------------------+------------------+
| | |
| Delisting of Astek Shares and Warrants | 9 June 2010 |
+------------------------------------------+------------------+
| | |
| Latest date for despatch of Cash | Within 14 days |
| Consideration due under the | of the Scheme |
| Scheme | Effective Date |
+------------------------------------------+------------------+
1. The dates and times above are indicative only and will depend, inter
alia, on the date on which: (i) the Conditions are either satisfied or waived
(to the extent they are capable of being waived); (ii) the Court sanctions the
Scheme and confirms the associated Capital Reduction; and (iii) the Capital
Reduction is registered by the Registrar of Companies in England and Wales. If
any of the expected dates change, Astek will give adequate notice of any change
by issuing an announcement through a Regulatory Information Service.
2. The blue Form of Proxy for the Court Meeting may alternatively be
handed to Astek's Registrars on behalf of the Chairman of the Court Meeting at
the start of the Court Meeting.
3. If any of the Meetings are adjourned by more than 48 hours, then the
Voting Record Time for the reconvened Meeting will be 6.00 p.m. on the day which
is two days before such reconvened Meeting.
4. If the Court Meeting has not been concluded or adjourned prior to the
scheduled commencement of the General Meeting, the commencement of the General
Meeting will be delayed until the Court Meeting has been concluded or adjourned.
| If the blue Form of Proxy for use at the Court Meeting is not returned
by 10.00 a.m. on 17 May 2010, it may be handed to Astek's Registrars on behalf
of the Chairman of the Court Meeting at the start of the meeting.
In accordance with Rule 19.11 of the City Code, a copy of this announcement and
the Scheme Document will be published on Astek's website at www.astekgroup.co.uk
and copies of the Scheme Document will be available from the offices of Berg
Legal, 35 Peter Street, Manchester M2 5BG.
Enquiries:
+---------------------------------------------------------+-----------------+
| Astek Group plc 0161 942 3900 | |
| Stephen Blank (Chairman) | |
| Alan Segal (Chief Executive Officer) | |
| Zeus Capital Limited 0161 831 1512 | |
| Alex Clarkson | |
| Tom Rowley | |
| | |
+---------------------------------------------------------+-----------------+
| | |
+---------------------------------------------------------+-----------------+
Zeus Capital Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting exclusively for Astek and no
one else in relation to the Scheme and the Proposals and will not be responsible
to anyone other than Astek for providing the protections afforded to clients of
Zeus Capital Limited nor for providing advice in relation to the contents of the
Announcement or the Scheme or Proposals referred to herein.
The distribution of this Announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe any
applicable requirements. This Announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.
This Announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this Announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.
Disclosure Requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
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
each 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 offeror 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 1%
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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