TIDMFPT
RNS Number : 0840E
Forth Ports PLC
01 April 2011
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
1 April 2011
Forth Ports PLC
("Forth Ports")
Posting of Scheme Document
Further to the announcement on 22 March 2011 of the recommended
cash offer for Forth Ports by Otter Ports Limited ("Other Ports")
to be effected by means of a scheme of arrangement pursuant to Part
26 of the Companies Act 2006 (the "Scheme"), Forth Ports confirms
that the circular containing, amongst other things, the terms of
the Scheme and an explanatory statement (the "Scheme Document") was
posted to Forth Ports Shareholders yesterday.
The court and shareholder meetings to approve the Scheme are
being convened for 28 April 2011.
Copies of the Scheme Document are available for inspection
during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) at McGrigors LLP, 5 Old Bailey, London
EC4M 7BA and at the Company's registered office 1 Prince of Wales
Dock, Edinburgh EH6 7DX until the Effective Date.
The Scheme Document will also be available until the Scheme
Effective Date, or such later date as Forth Ports and Otter Ports
may decide, on the Forth Ports website at www.forthports.co.uk.
Enquiries:
Forth Ports Tel: +44 (0) 131 555 8700
David Richardson, Chairman
Charles Hammond, Group Chief Executive
Investec (broker to Forth Ports) Tel: +44 (0) 20 7597 5970
Keith Anderson
Charles Batten
Commerzbank (joint financial adviser to Forth Ports) Tel: +44
(0) 20 7623 8000
Rosalind Hedley-Miller
Sean Watherston
Gleacher Shacklock (joint financial adviser to Forth Ports) Tel:
+44 (0) 20 7484 1150
Edward Cumming-Bruce
Nigel Binks
Brunswick (PR adviser to Forth Ports) Tel: +44 (0) 20 7404
5959
Jon Coles
Kate Miller
Arcus Tel: +44 (0) 20 7832 3400
Antonino Lo Bianco, Managing Partner
Simon Gray, Partner
Nicola Palmer, Partner
J.P. Morgan Cazenove (financial adviser to Arcus) Tel: +44 (0)
20 7742 4000
Mark Breuer
Dwayne Lysaght
Christopher Dickinson
dram communications (PR adviser to Arcus) Tel: +44 (0) 77 7164
3311
+44 (0) 77 5362 2303
David McIntosh
David Ross
Investec Bank plc, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Forth Ports and no one else in connection with the
matters set out in the Scheme Document, and will not be responsible
to anyone other than Forth Ports for providing the protections
afforded to clients of Investec Bank plc or for providing advice in
relation to matters set out in this announcement or any matter
referred to herein or in the Scheme Document.
Commerzbank AG, London Branch ("Commerzbank") is authorised by
Bundesanstalt fur Finanzdienstleistungsaufsicht (BaFin), the German
Federal Financial Supervisory Authority, and authorised and subject
to limited regulation by the Financial Services Authority.
Commerzbank is acting exclusively for Forth Ports in relation to
the matters set out in the Scheme Document and is not advising any
other person and will not be responsible to anyone other than Forth
Ports for providing the protections afforded to customers of
Commerzbank or for providing advice in relation to matters set out
in this announcement or any offer or arrangements referred to
herein or in the Scheme Document.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Forth Ports and no
one else in connection with the matters set out in the Scheme
Document, and will not be responsible to anyone other than Forth
Ports for providing the protections afforded to clients of Gleacher
Shacklock or for providing advice in relation to matters set out in
this announcement or any offer or arrangements referred to herein
or in the Scheme Document.
J.P. Morgan plc, which conducts its UK investment banking
business as J.P. Morgan Cazenove, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting as financial adviser to Arcus and Otter Ports and is acting
for no one else in connection with the Offer or any other matter
set out in the Scheme Document and will not be responsible to
anyone other than Arcus or Otter Ports for providing the
protections afforded to clients of J.P. Morgan plc or for providing
advice in relation to the Offer or any other matter set out in this
announcement or any offer or arrangements referred to herein or in
the Scheme Document.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 10th 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% 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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