Posting of Scheme Document
September 21 2009 - 11:27AM
UK Regulatory
TIDMWTC
RNS Number : 4210Z
Westcity PLC
21 September 2009
Not for release, distribution or publication, in or into any jurisdiction where
it is unlawful to do so.
21 September 2009
For immediate release
Westcity PLC
POSTING OF SCHEME DOCUMENT
On 16 September 2009, Westcity announced the proposed delisting of the
Company by way of a recommended proposal for the acquisition of the Company by
Berkshire, to be effected by a scheme of arrangement under Part 26 of the
Companies Act 2006.
The board of Westcity announces that the Scheme Document which sets out, amongst
other things, the full terms and conditions of the Scheme and an explanatory
statement (pursuant to section 897 of the Companies Act 2006), together with the
action to be taken by Westcity Shareholders, has today been posted to Westcity
Shareholders.
Unless the context otherwise requires, terms defined in the announcement dated
16 September 2009 have the same meaning in this announcement.
Enquiries:
For further information please contact:
+-----------------------------------------------+------------------------+
| Westcity PLC | + 44 (0) 20 7424 6700 |
+-----------------------------------------------+------------------------+
| Ira Rapp, Chief Executive Officer | |
| Michael Tannenbaum, Finance Director | |
+-----------------------------------------------+------------------------+
| | |
+-----------------------------------------------+------------------------+
| KBC Peel Hunt Ltd (Financial adviser) | +44 (0) 20 7418 8900 |
+-----------------------------------------------+------------------------+
| Alex Vaughan | |
+-----------------------------------------------+------------------------+
| Richard Kauffer | |
+-----------------------------------------------+------------------------+
Copies of the Scheme Document and this announcement will be available on the
investor relations section of the Westcity website www.westcityplc.com from
today pursuant to Rule 19.11 of the City Code and AIM Rule 26.
KBC Peel Hunt, which is authorised and regulated in the United Kingdom for the
conduct of investment business by the Financial Services Authority, is acting
exclusively for Westcity and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other than
Westcity for providing the protections afforded to clients of KBC Peel Hunt nor
for providing advice in relation to the matters described in this announcement.
This announcement is not intended to, and does not constitute or form any part
of, an offer or invitation to sell or subscribe for or purchase any securities
or solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition Proposal or otherwise. The Acquisition Proposal will be made through
the Scheme Document, which will contain the full terms and conditions of the
Acquisition Proposal (including details of how to vote in respect of the
Acquisition Proposal). Any acceptance of or other response to the Acquisition
Proposal should be made only on the basis of the information contained in the
Scheme Document. Westcity Shareholders are advised to read the Scheme Document
carefully, once it has been dispatched.
Notice to Overseas Persons
The availability of the Acquisition Proposal to Westcity Shareholders who are
not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Westcity Shareholders who are not resident in the United Kingdom
will need to inform themselves about and observe any applicable requirements.
The Acquisition Proposal will be subject to the applicable rules and regulations
of the London Stock Exchange and the City Code.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities, or the solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.
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 Berkshire or of Westcity, 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 Business
Day following the date of the relevant transaction. This requirement will
continue until the date on which the Scheme becomes effective, the Acquisition
Proposal lapses or is otherwise withdrawn or on which the "offer period"
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 Berkshire or Westcity, 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 Berkshire or of Westcity by Berkshire or Westcity, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the 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 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 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.
Forward Looking Statements
Certain statements in this announcement regarding the proposed transaction
between Berkshire and Westcity, the expected timetable for completing the
Acquisition Proposal, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined company and
products and any other statements regarding Westcity's or Berkshire's future
expectations, beliefs, goals or prospects constitute forward-looking statements.
When used in this announcement, the words "believe", "anticipate", "should",
"intend", "plan", "will", "expects", "estimates", "projects", "positioned",
"strategy", and similar expressions or statements that are not historical facts,
in each case as they relate to Berkshire and Westcity, the board of directors of
either such company or the proposed transaction, are intended to identify those
expressions or statements as forward-looking statements. By their nature,
forward looking statements involve risk and uncertainty and the factors
described in the context of such 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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