GOI Goindustry

TIDMGOI

RNS Number : 9074G

GoIndustry-DoveBid PLC

04 July 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

4 July 2012

RECOMMENDED CASH ACQUISITION OF GOINDUSTRY-DOVEBID PLC

BY LIQUIDITY SERVICES LIMITED

(A WHOLLY-OWNED SUBSIDIARY OF LIQUIDITY SERVICES, INC.)

Scheme Effective and Completion of Acquisition

On 9 May 2012, GoIndustry-DoveBid plc (the "Company" or "GoIndustry") announced that the Boards of directors of the Company and Liquidity Services, Inc. ("Liquidity Services") had reached agreement on the terms of a recommended proposal for the cash acquisition of the entire issued and to be issued share capital of GoIndustry by Liquidity Services Limited ("Liquidity Services UK"), a wholly-owned subsidiary of Liquidity Services (the "Acquisition"). The Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and involves a reduction of the capital of the Company under section 641 of the Companies Act 2006.

On 23 May 2012, GoIndustry published and posted a circular (the "Scheme Document") to Shareholders of GoIndustry.

Scheme Effective and Completion of Acquisition

GoIndustry is pleased to announce that following delivery of the Court Orders sanctioning the Scheme and confirming the Capital Reduction to the Registrar of Companies, the Scheme has become effective in accordance with its terms. The Acquisition has therefore completed and the entire issued share capital of GoIndustry is now owned by Liquidity Services UK.

The cash consideration payable to GoIndustry Shareholders under the Scheme will be sent to such Shareholders by Liquidity Services UK within 14 days of the date of today's date.

All of the GoIndustry Directors named in the Scheme Document have resigned as directors of GoIndustry and William P. Angrick, III, Thomas Burton and Holger Schwarz have been appointed as new directors of GoIndustry with immediate effect.

Trading in GoIndustry Shares on AIM is currently suspended and a request has been made by the Company to cancel the admission of the GoIndustry Shares to trading on AIM. Cancellation of the admission of the GoIndustry Shares to trading on AIM is expected to occur by no later than 7.00 a.m. on 5 July 2012.

The expected timetable for implementation of the Scheme is as follows:-

 
Scheme Effective Date                                                                           4 July 2012 
Cancellation of admission of GoIndustry Shares to trading on AIM  by no later than 7.00 a.m. on 5 July 2012 
                                                                  ========================================= 
Latest date of despatch of cheques and settlement through CREST                             by 18 July 2012 
 or other form of payment 
                                                                  ========================================= 
 

Note: All times shown are London times (unless otherwise stated). All dates and times are based on GoIndustry's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to GoIndustry Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

Unless the context otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement.

Enquiries:

 
 GoIndustry-DoveBid plc                                 +44 207 098 3700 
 William P. Angrick, III 
 Thomas Burton 
 Holger Schwarz 
 
 Liquidity Services, Inc.                               +1 202 467 6868 
 Jim Rallo, Chief Financial Officer and Treasurer 
 1920 L Street, N.W. 
 6(th) Floor 
 Washington, D.C. 
 United States of America 
 
 RBC Capital Markets (Financial Adviser to Liquidity 
  Services)                                             +44 207 653 4000 
 Stephen J. McPherson 
 Mark Rushton 
 
 

RBC Capital Markets, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Liquidity Services UK and no one else in connection with the Acquisition and other matters referred to in this announcement and the Scheme Document and will not be responsible to any person other than Liquidity Services UK for providing the protections afforded to clients of RBC Capital Markets nor for giving advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities. The Acquisition has been made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how the Acquisition was approved and completed.

Whether or not certain GoIndustry Shares were voted at the Court Meeting or the General Meeting, those GoIndustry Shares have been cancelled or transferred to Liquidity Services UK (or its nominee(s)) pursuant to the Scheme in return for the payment of 73 pence in cash per GoIndustry Share.

Publication on website

Copies of this announcement will be available free of charge on GoIndustry's website at http://www.go-dove.com/company/InvestorRelations.asp, under the heading 'Recommended Cash Acquisition by Liquidity Services' by no later than 12.00 noon on 5 July 2012.

For the avoidance of doubt, the content of the website referred to above 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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