RNSM Ransom(William)

TIDMRNSM

RNS Number : 5626A

Ransom(William) & Son PLC

02 February 2011

William Ransom & Son Plc

(the "Company")

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

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 (the "Scheme")

This announcement is made in accordance with the requirements of the AIM Rules for Companies.

Announcement regarding Scheme timetable

Further to the announcement by the Company dated 14 January 2011 in relation to the results of the Court Meeting and General Meeting, the Company announces that the expected timetable of events regarding the Scheme will be revised.

The Court Hearing (to sanction the Scheme and confirm the Capital Reduction) scheduled for 3 February 2011 will be adjourned and the Scheme will not become Effective on 4 February 2011. The last day of dealings and settlement in the William Ransom shares and disablement of CREST, therefore, will not be 3 February 2011.

It is currently anticipated that the Court Hearing will be adjourned until 15 February 2011, and that the Scheme will become effective on 16 February 2011. The last day of dealings and settlement in the William Ransom Shares and disablement of CREST will be 15 February 2011.

An announcement will be made following the Court Hearing, and once the Scheme is deemed Effective.

Revised expected timetable of principal events

The following indicative timetable sets out the remaining key milestone dates towards implementation of the Scheme.

 
                Event                         Time and/or Date 
The following dates are subject 
 to change: 
Court Hearing (to sanction                           15 February 2011 
 the Scheme and confirm the 
 Capital Reduction) 
Last day of dealings and settlement                  15 February 2011 
 in the William Ransom shares 
 and disablement of CREST 
Scheme Record Time                      6.00 p.m. on 15 February 2011 
Cancellation of admission of            8.00 a.m. on 16 February 2011 
 Scheme Shares to trading on 
 AIM 
Effective Date of the Scheme                         16 February 2011 
Latest date for despatch of                              2 March 2011 
 share certificates for New 
 William Ransom Shares in certificated 
 form 
 

All references to times are to times in London (unless otherwise stated).

These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the Capital Reduction and the date on which the Court Order sanctioning the Scheme and confirming the Capital Reduction is delivered to the Registrar of Companies and such Court Order is registered by the Registrar of Companies. Any changes to these times and dates will be notified to Scheme Shareholders via a Regulatory Information Service.

Capitalised terms used in this announcement have the meanings given to them in the Scheme Document.

Enquiries:

William Ransom & Son 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

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF THE COMPANY, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR SUCH PURCHASE OR SUBSCRIPTION.

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.

Statements in this announcement regarding the Scheme, including expectations with respect to the Scheme and the timetable for completing the Scheme, future financial operating results, potential benefits of the Scheme, and future opportunities for the Company as well as any other statements about the future expectations, beliefs, goals, plans or prospects of the management of the Company constitute "forward-looking" statements. Any statements that are not statements of historical fact (including statements containing the words "believe", "plan", "anticipate", "expect", "estimate", and similar expressions) should also be considered to be forward-looking in nature. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including not obtaining the necessary approvals to complete the Scheme on a timely basis, or at all, decreases in demand for the Company's products and other factors described in the Company's Annual Report and Accounts for the year ended 31 March 2010. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this announcement. Shareholders are cautioned not to place undue weight on these forward-looking statements. Actual results may differ materially from those anticipated in such forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein may not be realised.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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