Result of Court Hearing
September 01 2009 - 10:16AM
UK Regulatory
TIDMFNT TIDMCNT
RNS Number : 3486Y
fountains PLC
01 September 2009
Fountains plc
("Fountains" or the "Company")
Result of Court Hearing
On 15 July 2009, Fountains (AIM: FNT) and Connaught plc announced a recommended
share offer by Connaught plc to acquire the entire issued and to be issued
ordinary share capital of Fountains to be implemented by way of a scheme of
arrangement under Part 26 of the 2006 Act. The scheme circular containing the
terms of the Offer and further information on the Offer was posted to Fountains
Shareholders on 22 July 2009. Defined terms used in this announcement have the
same meanings as in the scheme circular unless the context requires otherwise.
On 14 August 2009, the Company announced that at the Court Meeting, and
subsequent General Meeting, all of the resolutions received the necessary
majorities and were accordingly approved.
Today, at the Court hearing required as part of the Scheme, the Court sanctioned
the Scheme and confirmed the capital reduction required by the Scheme. In
addition, all other conditions to the Offer have either been satisfied or waived
other than the delivery of the Court Order to the Registrar of Companies and
registration of the Court Order confirming the capital reduction by the
Registrar of Companies. It is expected that this final condition will be
satisfied on 3 September 2009 and the Scheme will become effective on that date.
It is therefore expected that cancellation of the admission to trading of
Fountains Shares on AIM will take effect from 7.00 a.m. on 3 September 2009.
- Ends -
For further information:
+-------------------------------------------+----------------------------+
| Fountains plc | Tel: +44 (0) 1295 750 000 |
+-------------------------------------------+----------------------------+
| Richard Haddon, Chief Executive Officer | |
+-------------------------------------------+----------------------------+
| Matthew Turnock, Financial Director | |
+-------------------------------------------+----------------------------+
| | |
+-------------------------------------------+----------------------------+
| Collins Stewart Europe Limited (financial | Tel: +44 (0) 207 523 8350 |
| adviser and broker to Fountains) | |
+-------------------------------------------+----------------------------+
| Mark Dickenson | |
+-------------------------------------------+----------------------------+
| Bruce Garrow | |
+-------------------------------------------+----------------------------+
| Stewart Wallace | |
+-------------------------------------------+----------------------------+
| | |
+-------------------------------------------+----------------------------+
| Abchurch Communications (Fountains' | Tel: +44 (0) 207 398 7706 |
| public relations) | |
+-------------------------------------------+----------------------------+
| Charlie Jack | |
+-------------------------------------------+----------------------------+
| Stephanie Cuthbert | |
+-------------------------------------------+----------------------------+
| | |
+-------------------------------------------+----------------------------+
| Connaught plc | Tel: +44 (0) 1392 444 546 |
+-------------------------------------------+----------------------------+
| Mark Davies, Chief Executive Officer | |
+-------------------------------------------+----------------------------+
| Stephen Hill, Financial Director | |
+-------------------------------------------+----------------------------+
| | |
+-------------------------------------------+----------------------------+
| Close Brothers Corporate Finance Limited | Tel: +44 (0) 207 655 3100 |
| (financial adviser to Connaught) | |
+-------------------------------------------+----------------------------+
| Peter Alcaraz | |
+-------------------------------------------+----------------------------+
| Jonathan Arrowsmith | |
+-------------------------------------------+----------------------------+
| Sam Barnett | |
+-------------------------------------------+----------------------------+
| | |
+-------------------------------------------+----------------------------+
| Altium Capital Limited (broker to | Tel: +44 (0) 161 831 9133 |
| Connaught) | |
+-------------------------------------------+----------------------------+
| Phil Adams | |
+-------------------------------------------+----------------------------+
| Mike Fletcher | |
+-------------------------------------------+----------------------------+
| | |
+-------------------------------------------+----------------------------+
| Finsbury Limited (Connaught's public | Tel: +44 (0) 207 251 3801 |
| relations) | |
+-------------------------------------------+----------------------------+
| Faeth Birch | |
+-------------------------------------------+----------------------------+
| Gordon Simpson | |
+-------------------------------------------+----------------------------+
The Fountains Directors accept responsibility for the information contained in
this Announcement. To the best of the knowledge and belief of the Fountains
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this Announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Fountains
and no-one else in connection with the matters set out in this Announcement and,
accordingly, will not be responsible to anyone other than Fountains for
providing the protections offered to clients of Collins Stewart Europe Limited
or for providing advice in relation to the matters set out in this Announcement,
or any matter referred to herein. No representation or warranty, express or
implied, is made by Collins Stewart Europe Limited as to any of the contents of
this Announcement (without limiting the statutory rights of any person to whom
this Announcement is issued).
Close Brothers, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Connaught and is acting
for no-one else in connection with the Offer and will not be responsible to
anyone other than Connaught for providing the protections afforded to clients of
Close Brothers, nor for providing advice in connection with the Offer or any
other matters referred to herein.
Notes to editors
Fountains plc is a leading environmental support services provider. The Company
delivers a diverse range of integrated managed services for its broad network of
clients, in the UK and the US, which include local authorities, rail networks,
energy providers, national parks and corporate and family landowners. In
addition to its traditional service, Fountains has developed sophisticated
geospatial technology software that creates high quality maps to predict future
vegetation growth, enabling Companies to proactively plan.
Headquartered in Banbury, fountains was established as a forestry management
operation in 1957. The Company listed on the AIM market in 1995 and has since
developed into an extensive environmental support service company. Today the
Company employs 800 staff. For further information visit www.fountainsplc.com
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class
of "relevant securities" of Connaught or Fountains, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 p.m. (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the Scheme Effective Date or the date on which the Scheme
lapses or is otherwise withdrawn or on which the "offer period" (for the
purposes of the City Code) otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Connaught or Fountains, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Fountains by Connaught, or of Connaught by Fountains, or by any
of their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website
at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price
of securities. In particular, a person will be treated as having an "interest"
by virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City 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 disclose a "dealing" 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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