COURT SANCTION OF SCHEME (2255N)
30 August 2011 - 12:55PM
UK Regulatory
TIDMRAB
RNS Number : 2255N
RAB Capital plc
30 August 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION WHERE TO DO THE SAME
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION
30 August 2011
RAB CAPITAL PLC
(the "Company" or "RAB")
COURT SANCTION OF SCHEME
The Company is pleased to announce that, at the Scheme Court
Hearing held earlier today, the Court sanctioned the Scheme, as
laid out in the Scheme Document sent to Scheme Shareholders on 15
July 2011, the Scheme having been approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
General Meeting held on 10 August 2011.
The expected timetable for the Delisting and Buyout is still
anticipated to be as follows:
Reduction Court Hearing (to confirm the Capital Reduction) 1
September 2011
Effective Date of the Scheme 2 September 2011
Cancellation of trading on AIM of RAB Capital Shares 8.00 a.m.
on 2 September 2011
Latest day for payment of cash and for dispatch of 14 days after
the Effective Date
RAB Capital Holdings Share certificates
All definitions contained herein are as set out in the Scheme
Document.
Enquiries:
RAB
Charles Kirwan-Taylor, Chief Executive
Adam Grant, Finance Director 020 7389 7000
Macquarie Capital (Europe) Ltd
Nominated Adviser and Rule 3 Adviser to RAB
Steve Baldwin, Jonny Franklin-Adams, Nicholas Harland 020 3037 5231
Peel Hunt LLP
Financial Adviser to RAB and RAB Capital Holdings
James Britton, Emma Riza 020 7418 8900
M: Communications
Financial PR
Charlotte Kirkham, Kate Ruck Keene 020 7920 2322
Macquarie Capital (Europe) Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for RAB and the Independent
Directors and no one else in connection with the Proposals and will
not be responsible to anyone other than the Company or the
Independent Directors for providing the protections afforded to its
clients nor for providing advice in relation to the Proposals or
any other matters referred to in this announcement.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for RAB and RAB Capital Holdings and no one else in connection with
the Proposals and will not be responsible to anyone other than RAB
Capital Holdings or the Company for providing protections afforded
to its clients nor for providing advice in relation to the
Proposals or any other matters referred to in this
announcement.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is, or becomes,
"interested" in (directly or indirectly) 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 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" by a person to whom Rule 8.3(a)
applies 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
10(th) 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 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.
Capitalised terms under this heading are defined in the 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 make a disclosure
under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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