Scheme Document and Shareholder Meetings (2160O)
September 14 2011 - 4:40AM
UK Regulatory
TIDMASTR TIDMEVOL
RNS Number : 2160O
Astaire Group Plc
14 September 2011
Astaire Group PLC
Posting of Scheme Document
Shareholder Meetings
14 September 2011
The Board of Astaire Group PLC ("Astaire") announces that,
further to the announcement of 6 September 2011, the document
containing the Scheme of Arrangement (the "Scheme Document") to
cancel the Astaire Shares not held by Evolve Capital PLC ("Evolve")
in consideration for the issue of New Evolve Shares or a Cash
Alternative (the "Scheme") has been posted to Astaire Shareholders
today and will be available shortly on the Company's website at
www.astairegroup.co.uk.
The Scheme Document explains the background to and reasons for
the Scheme, sets out the full terms of the Scheme and contains
notices of Astaire Shareholder Meetings and other expected dates
(assuming the Scheme is approved by Astaire Shareholders) as
follows:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or
date(1)
2011
Latest time for receipt of Blue Form of Proxy 11.00 a.m.
(or appointing proxies electronically) for the on 5 October
Court Meeting (2)
Latest time for receipt of White Form of Proxy 11.10 a.m.
(or appointing proxies electronically) for the on 5 October
General Meeting
Latest time for receipt of Form of Election or 3.00 p.m. on
submission of a valid TTE instruction on CREST 5 October
The following dates are subject to change; please see note (5)
below
Latest time for withdrawal of Form of Election 3.00 p.m. on
or submission of a valid TTE instruction in CREST 5 October
Scheme Voting Record Time 6.00 p.m. on
5 October (3)
Court Meeting 11.00 a.m.
on 7 October
General Meeting 11.10 a.m.
on 7 October
(4)
Last day of dealings in, and for registration 25 October
of transfers of, Astaire Shares
Scheme Record Time 6.00 p.m. on
25 October
Suspension of Astaire Shares from trading on AIM 7.30 a.m. on
26 October
Court hearing to sanction the Scheme and confirm 26 October
the cancellation of Share Premium Account
Court Hearing 26 October
Effective date of the Cancellation of Share Premium 26 October
Account
Effective Date of the Scheme 26 October
New Evolve Shares issued 26 October
Cancellation of Astaire Shares from trading on 7.30 a.m. on
AIM 27 October
New Evolve Shares admitted to trading on AIM and by 8.00 a.m.
credited to CREST accounts on 27 October
Commencement of dealings in New Evolve Shares by 8.00 a.m.
on AIM on 27 October
Latest date for despatch of share certificates 10 November
in respect of the New Evolve Shares and of cheques
in respect of Cash Consideration or credit of
CREST accounts in relation to valid elections
for the Cash Alternative (as appropriate) due
under the Scheme by
Notes
(1) All times shown in this document are London times unless
otherwise stated. The dates and times given are indicative only and
are based on Astaire's current expectations and may be subject to
change (including as a result of changes to Court times, the
regulatory timetable and/or the process for settlement of the
Scheme). If any of the times and/or dates above change, the revised
times and/or dates will be notified to Astaire Shareholders by
announcement through a Regulatory Information Service.
(2) If the Blue Form of Proxy for the Court Meeting is not
returned by the above time, it may be handed to the Registrars,
Capita Registrars, on behalf of the chairman of the Court Meeting,
at the Court Meeting before the taking of the poll. However, the
White Form of Proxy for the General Meeting must be returned by
11.10 a.m. on 5 October 2011 to be valid.
(3) If either Shareholder Meeting is adjourned, the Scheme
Voting Record Time for the adjourned Shareholder Meeting will be
6.00 p.m. on the date which is 48 hours before the date set for the
adjourned Shareholder Meeting(s) and Forms of Proxy or Proxies
submitted via CREST must be received by Capita Registrars no later
than 48 hours (excluding any part of a day which is not a working
day) before the time and date set for the adjourned Shareholder
Meeting.
(4) To commence at 11.10 a.m. or, if later, immediately after
the conclusion or adjournment of the Court Meeting.
(5) These times and dates are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and the date upon which the Court confirms the associated
Reduction of Capital and whether the Conditions are satisfied or,
where applicable, waived. If the expected date of the Scheme Court
Hearing or the Reduction Court Hearing (and consequently the
Effective Date) is changed, Astaire will give notice of this change
to the extent practicable by issuing an announcement through a
Regulatory Information Service.
The Court Meeting and the General Meeting will each be held at
the offices of Fasken Martineau LLP, 17 Hanover Square, London W1S
1HU.
On 27 July 2011, a general meeting was held where the
resolutions to receive the annual report and accounts to 31
December 2010 and to reappoint the auditors were approved. The
meeting was then adjourned to 30 September 2011 (or such later date
as the Astaire Board should announce) when the resolution to
consider the cancellation of the admission of the Astaire Shares to
trading on AIM would be considered (the "Adjourned Meeting").
It is intended that the meeting to be held on 30 September 2011
will itself be adjourned to 10.00 a.m. on 27 October 2011 at the
offices of Fasken Martineau LLP, 17 Hanover Square, London W1S 1HU.
If the Resolutions at the Shareholder Meetings described above are
not passed (which will mean that the Scheme will not become
effective) Astaire will send Shareholders shortly after the
Shareholder Meetings a notice formally reconvening the Adjourned
Meeting for 27 October 2011. However, if the Admission of Astaire
Shares to AIM has been cancelled in accordance with the Scheme, the
Adjourned Meeting to consider the cancellation on 27 October 2011
will not take place.
Enquiries:
Astaire Group Plc Tel: 020 7492 4757
Chris Roberts, Finance Director
Fairfax I.S. PLC
Nominated Adviser/Broker to Astaire Group Plc Tel: 020 7598
5368
David Floyd/Katy Birkin
Evolve Capital plc Tel: 020 7937 4445
Oliver Vaughan, Chairman
Allenby Capital Limited Tel: 020 3328 5656
Nominated Adviser/Broker to Evolve Capital plc
Nick Naylor/Nick Athanas
A copy of this announcement, the Scheme Document and certain
information published or otherwise made available by Astaire in
connection with the recommended Scheme is available at:
http://www.astairegroup.co.uk. A copy of this announcement, the
Scheme Document and certain information published or otherwise made
available by Evolve in connection with the recommended Scheme is
also available on Evolve's website at www.evolvecapital.co.uk.
Fairfax, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, has authorised this
Announcement for the purposes of section 21 of FSMA. The principal
place of business of Fairfax I.S. PLC is 46 Berkeley Square,
Mayfair, London W1J 5AT. Fairfax is acting exclusively for Astaire
and no one else in connection with the Scheme and will not be
responsible to anyone other than Astaire for providing the
protections afforded to customers of Fairfax or for providing
advice in relation to the Scheme or any other matter referred to
herein.
This Announcement does not constitute, or form part of, an offer
or invitation to purchase any securities.
The persons responsible for this announcement are the directors
of Astaire. To the best of the knowledge and belief of the
Directors of Astaire, the information in this announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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