TIDMLEE
RNS Number : 4706C
Lees Foods Plc
01 May 2012
LEES FOODS PLC (the "Company")
Notice of Preliminary Results and Proposed Adjournment of Court
Meeting and General Meeting
The Company expects to announce its Preliminary Results for the
year ended 31 December 2011 (the "Preliminary Results") on Tuesday,
8 May 2012 which will be sent to shareholders in hard copy
following their announcement.
Furthermore, the Company announces its intention to seek an
adjournment of the Court Meeting and the General Meeting due to be
held on 15 May 2012, in order to give shareholders sufficient time
to consider the Preliminary Results prior to voting at these
Meetings. The Court Meeting and General Meeting will still take
place on 15 May 2012 but the chairman of these meetings will seek
the approval of shareholders entitled to attend and vote at the
respective meetings to adjourn the meetings until 10.00 a.m and
10.15 a.m. respectively on 22 May 2012 at the same venue, being the
offices of Burness LLP, 50 Lothian Road, Edinburgh EH3 9WJ (the
"Adjourned Meetings"). Assuming the Meetings are adjourned, the
Company will on 15 May 2012 announce revised latest times and dates
for receipt of BLUE and WHITE Forms of Proxy for the Adjourned
Meetings and a revised Voting Record Time.
Notwithstanding these proposed adjournments, the Company still
expects that, subject to the requisite approvals being obtained at
the Adjourned Meetings and the sanction of the Court, the Scheme
will be implemented on 12 June 2012.
Capitalised terms not otherwise defined, shall have the same
meanings as set out in the scheme document sent to shareholders on
19 April 2012.
A copy of this announcement, the Scheme Document and the
documents listed in paragraph 14 of Part IX of the Scheme Document
will be available free of charge on the Company's website,
www.leesfoods.co.uk, until the Effective Date.
Enquiries:
Lees Foods Plc 01236 441600
Clive Miquel
Randotte (NO. 555) Limited 01236 441600
David Simson
Grant Thornton UK LLP 020 7383 5100
Financial Adviser to Randotte
(No. 555) Limited
Philip Secrett, Colin Aaronson
or David Hignell
Shore Capital and Corporate 020 7408 4090
Limited
Financial Adviser to Lees
Foods Plc
Stephane Auton or Patrick
Castle
Shore Capital and Corporate Limited, which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for Lees and for no one else in connection with the Acquisition and
will not be responsible to anyone other than Lees for providing the
protections afforded to clients of Shore Capital and Corporate
Limited nor for providing advice in relation to the Acquisition or
any other matter or arrangement referred to in this
announcement.
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Randotte and
for no one else in connection with the Acquisition and will not be
responsible to anyone other than Randotte for providing the
protections afforded to clients of Grant Thornton UK LLP nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
Important information
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. This announcement has been prepared for the
purposes of complying with UK law, the Code and the AIM Rules and
the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any other
jurisdiction.
The availability of this announcement to persons who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not so resident should
inform themselves about and observe any applicable requirements in
those jurisdictions.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and service of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date. Nothing contained in this announcement
shall be deemed to be a forecast, projection or estimate of the
future financial performance of Lees or the Lees Group or of
Randotte, except where otherwise stated.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is, or becomes,
"interested" (directly or indirectly) in 1 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" must contain details of the
person's interests and short positions in, and rights to subscribe
for, any "relevant securities" of each of the offeree company and
any paper offeror.
An "Opening Position Disclosure" by a person to whom Rule 8.3(a)
of the Code applies must be made by no later than 3.30 p.m. (London
time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m.
(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 1 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 of the
Code. A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the
Code applies must be made by no later than 3.30 p.m. (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 of the Code.
"Opening Position Disclosures" must also be made by the offeree
company and by any paper offeror and "Dealing Disclosures" must
also be made by the offeree company, by any paper offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2
and 8.4 of the Code).
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 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.
Terms in quotation marks 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 disclose a "dealing" under Rule
8 of the Code, you should contact an independent financial adviser
authorised by the FSA under FSMA or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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