Scheme of arrangement (2069Y)
17 Dezember 2010 - 3:00PM
UK Regulatory
TIDMRNSM
RNS Number : 2069Y
Ransom(William) & Son PLC
17 December 2010
William Ransom & Son Plc
(the "Company")
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 such
jurisdiction
Recommended proposal for the introduction of a new parent
company by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 and for the cancellation of admission of
ordinary shares to trading on AIM
Scheme of arrangement
The Company is pleased to announce, following extensive
discussions between the board of directors and its advisors, its
intention to change its corporate structure by introducing a new
parent company ("NewCo") as the holding company of the Company, to
be effected by a scheme of arrangement (the "Scheme"), and cancel
the Company's admission to trading on AIM. Newco will be a public
limited company incorporated in England.
Upon completion of the Scheme, each holder of the Company's
shares will receive one NewCo share for each Company share held,
NewCo's shares will not be admitted to trading on AIM, the
Company's admission to trading on AIM will be cancelled and NewCo
will own the entire issued share capital of the Company.
The implementation of the Scheme and the cancellation of the
Company's admission to trading on AIM is subject to a number of
conditions, including shareholder approval and, in the case of the
Scheme, court approval. A circular setting out the details of the
Scheme and convening the shareholders meetings will be sent to
shareholders, subject to court approval, within the next few days
in conjunction with a more detailed announcement.
Enquiries:
William Ransom & Sons Plc
Fred Whitcomb, Chief Executive Tel: +44 (0) 1462 437 615
Daniel Stewart & Company Plc (Nominated Adviser to the
Company)
Paul Shackleton Tel: +44 (0) 20 7776 6550
Apart from the responsibilities and liabilities, if any, which
may be imposed on Daniel Stewart by the FSMA or the regulatory
regime established thereunder, Daniel Stewart does not accept any
responsibility whatsoever for the contents of this announcement or
for any statement made or purported to be made by it, or on its
behalf, in connection with the Company, the Scheme Shares, or the
Scheme. Daniel Stewart accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this statement
or any such statement.
Daniel Stewart, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for the Company and no
one else in connection with the Scheme and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Daniel Stewart nor for providing advice in
relation to the Scheme or the contents of this announcement, or any
matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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