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RNS Number : 3857Q
Maxima Holdings PLC
06 November 2012
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
6 November 2012
RECOMMENDED ACQUISITION
of
MAXIMA HOLDINGS PLC
by
REDSTONE PLC
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Offer Update: Amendment to Timetable
Maxima Holdings plc ("Maxima") and Redstone plc ("Redstone")
announce that the date of the Scheme Court Hearing, the first of
two Court Hearings required, has been changed from 6 November 2012
to 9 November 2012. The Reduction Court Hearing is also scheduled
to take place on 9 November 2012.
The Scheme will become effective upon the Court Order(s)
relating to Scheme and the Reduction of Capital being delivered to
the Registrar of Companies for registration which is expected to
take place on 9 November 2012.
Dealings in Maxima Shares on the AIM market of the London Stock
Exchange were suspended at 7.30 a.m. (UK time) today. The
cancellation of Maxima Shares to trading on AIM is expected to take
place at 7.00 a.m. (UK time) on 12 November 2012.
Upon completion of the Acquisition, holders of Scheme Shares on
the Maxima register of members at 6.00 p.m. on 8 November 2012 will
be entitled to receive 28 New Redstone Shares, for each Scheme
Share held.
Timetable
The expected timetable of events for the Scheme is set out
below:
Trading in Maxima Shares on AIM 7.30 a.m. on 6 November 2012
suspended
Scheme Record Time 6.00 p.m. 8 November 2012
Scheme Court Hearing and Reduction 9 November 2012
Court Hearing
Effective Date of the Scheme 9 November 2012
Cancellation of Maxima Shares 7.00 a.m. on 12 November 2012
to trading on AIM
Admission of New Redstone Shares 8.00 a.m. on 12 November 2012
to trading on AIM
Latest date for despatch of cheques By 23 November 2012
and certificates and settlement
through CREST
Other
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document. In accordance with Rule 30.4 of the City Code, a copy of
this announcement will be published on Maxima's website at
www.maxima.co.uk and on Redstone's website at www.redstone.com.
Contacts
Enquiries:
For further information, please contact:
Redstone plc
Tony Weaver, CEO / Peter Hallett, CFO Tel. +44 (0)845 201
000
finnCap
(financial adviser to Redstone) Tel. +44 (0)20 7220 0500
Marc Young / Charlotte Stranner
Newgate Threadneedle
(public relations adviser to Redstone) Tel. +44 (0)20 7653
9850
Josh Royston / Guy McDougall
Maxima Holdings plc
Michael Brooke - Senior Non Executive Director Tel: +44 (0)1242 211 211
David Memory - Chief Financial Officer
Oakley Capital Limited
(financial adviser to Maxima)
Chris Godsmark / Chris Brooks Tel: +44 (0)20 7766 6900
Cenkos
(Nominated adviser to Maxima)
Stephen Keys / Adrian Hargrave Tel: +44 (0)20 7397 8900
MHP Communications
(public relations adviser to Maxima)
Reg Hoare / Vicky Watkins Tel: +44 (0)20 3128 8100
Maxima Shareholders are advised to read the formal documentation
received by them in relation to the Offer carefully as it contains
important information.
Whether or not certain Maxima Shares were voted at the
Shareholder Court Meeting or the General Meeting, if the Scheme
becomes effective those Maxima Shares will be cancelled pursuant to
the Scheme in return for 28 New Redstone Shares for every one
Maxima Share.
Oakley Capital is acting for Maxima and no one else in
connection with the Scheme and will not regard any other person as
its client nor be responsible to anyone other than those persons
for providing the protections afforded to clients of Oakley Capital
nor for providing advice in relation to the Scheme, the contents of
this Announcement or any other matters referred to in this
Announcement. Oakley Capital is authorised and regulated by the
Financial Services Authority in respect of regulated
activities.
Cenkos Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting only for
Maxima and no one else in connection with the Scheme and will not
be responsible to anyone other than Maxima for providing the
protections afforded to clients of Cenkos Limited or for providing
advice in relation to the Scheme, the contents of this Announcement
or any other matters referred to in this Announcement.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting only for
Redstone and no one else in connection with the Scheme and will not
be responsible to anyone other than Redstone for providing the
protections afforded to clients of finnCap Ltd or for providing
advice in relation to the Scheme, the contents of this Announcement
or any other matters referred to in this Announcement.
This Announcement has been prepared for the purposes of
complying with English law and the Code 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 jurisdiction outside of
England.
This announcement is not intended to, and does not, constitute
or form part of an offer or invitation to sell or subscribe for or
acquire or exchange securities in Redstone or Maxima or a
solicitation of any vote or approval in any jurisdiction pursuant
to the Merger or otherwise. The full terms and conditions of the
Scheme are set out in the Scheme Document. This announcement does
not constitute a prospectus or a prospectus equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than the UK and the implications of the Scheme
for Maxima Shareholders outside the UK may be affected by the laws
of the relevant jurisdictions. Maxima Shareholders outside the UK
should inform themselves about and observe any applicable
requirements. It is the responsibility of each Maxima Shareholder
to satisfy himself as to the full observance of the laws of the
relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents
which may be required to be observed and the payment of any issue,
transfer or other taxes in such jurisdictions. This announcement
has been prepared for the purpose of complying with English law and
the City Code 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 of jurisdictions outside the
UK.
The New Redstone Shares have not been, nor will they be,
registered under the Securities Act or under the securities laws of
any jurisdiction of the United States and will not be listed on any
stock exchange in the United States. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved of the New Redstone Shares, or determined
if this announcement is accurate or complete. Any representation to
the contrary is a criminal offence under US law. Further, the
relevant clearances have not been, and will not be, obtained from
the securities commission of any province of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance and
the New Redstone Shares have not been, and nor will they be,
registered under or offered in compliance with applicable
securities laws of any state, province, territory or jurisdiction
of Canada, Australia or Japan. Accordingly, the New Redstone Shares
may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Canada, Australia or
Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof
in, such jurisdiction, or to, or for the account or benefit of, a
person located in the United States, Canada, Australia or
Japan.
Cautionary note on forward looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Redstone and Maxima and certain plans and objectives of
the Redstone Directors and the Maxima Directors with respect
thereto. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions, and
assessments made by the Redstone Directors and the Maxima Directors
in light of their experience and their perception of historical
trends, current conditions, expected future developments, and other
factors they believe appropriate. By their nature, forward-looking
statements in this announcement could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. Although the Redstone
Directors and the Maxima Directors believe that the expectations
reflected in such forward-looking statements are reasonable,
neither Redstone nor Maxima can give any assurance that such
expectations will prove to
have been correct and assume no obligation to update or correct
the information contained in this announcement (except to the
extent legally required) and Redstone and Maxima therefore caution
you not to place undue reliance on these forward-looking statements
which speak only as at the date of this announcement.
Disclosure requirements required under the Takeover Code (the
"Code")
Under Rule 8.3(a) of the Code, any person who is interested 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 (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10(th) business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (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.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
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 Takeover 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.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Maxima confirms that
at the date of this Announcement, there are 35,261,402 Maxima
Shares in issue. The ISIN of the Maxima Shares is GB00B034R743.
In accordance with Rule 2.10 of the Code, Redstone confirms that
at the date of this Announcement, there are 3,102,419,622 Redstone
Shares in issue and admitted to trading on AIM. The ISIN of the
Redstone Shares is GB00B1VGFJ71.
Publication on websites
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be published, subject to certain restrictions
relating to persons resident in restricted jurisdictions, on
Maxima's website at www.maxima.co.uk. For the avoidance of doubt,
the contents of this website is not incorporated into and does not
form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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