TIDMLCT
RNS Number : 4422H
Lincat Group PLC
27 May 2011
Not for release, publication or distribution, in whole or in
part, in or into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction.
For immediate release
27 May 2011
Recommended cash acquisition by Middleby Holding UK Ltd
("Bidco") (a wholly-owned subsidiary of The Middleby Corporation)
of Lincat Group plc ("Lincat") effected by means of a Scheme of
Arrangement under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
Further to the announcement on 23 May 2011 that the Court has
sanctioned the Scheme to effect the recommended acquisition of
Lincat by Bidco, Lincat announces that office copies of the Court
Orders (together with the Statement of Capital attached thereto)
have been delivered to the Registrar of Companies and therefore the
Scheme and the related Capital Reduction have now become
Effective.
As referred to in the circular containing the Scheme that was
sent to Lincat Shareholders on 11 April 2011 (the "Scheme
Document"), Lincat also announces that the non-executive directors,
Alan Schroeder, Martin Craddock and Richard Kemp, have resigned
from the Lincat Board with effect from the time the Scheme became
Effective.
The admission to trading of the Lincat Shares on AIM is expected
to be cancelled by no later than 8.00 a.m. on 31 May 2011.
Under the terms of the Scheme, holders of Scheme Shares are
entitled to receive 1,050 pence for each Scheme Share held by them
at the Scheme Record Time (6.00 pm on 25 May 2011). Settlement
consideration will be despatched to Scheme Shareholders by no later
than 10 June 2011.
All references to time in this announcement are to London
time.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Scheme Document.
Enquiries
Middleby Tel: +1 847 429
Timothy FitzGerald (Chief Financial Officer) 7744
KPMG Corporate Finance (Financial Adviser Tel: 0161 246 4548
to Middleby and Bidco)
Chris Belsham
Lincat Group Plc Tel: 01522 875555
Paul Bouscarle (Chief Executive)
Terry Storey (Finance Director)
Livingstone Partners (financial adviser to Tel: 0207 484 4700
Lincat)
Phillip McCreanor
As the Scheme has become Effective, it is binding on all Scheme
Shareholders irrespective of whether or not they attended or voted
and, if they voted, whether they voted for or against the Scheme at
the Court Meeting or the Special Resolution at the General
Meeting.
KPMG Corporate Finance, a division of KPMG LLP which is
authorised and regulated by the FSA for investment business
activities, is acting for Middleby and Bidco as financial adviser
in relation to the Acquisition and is not acting for any other
person in relation to the Acquisition. KPMG Corporate Finance will
not be responsible to anyone other than Middleby and Bidco for
providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any
offer or arrangements referred to herein.
Livingstone Partners LLP, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively as financial
adviser to Lincat in connection with the Acquisition and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Lincat for providing the protections afforded
to clients of Livingstone Partners LLP nor for giving advice in
relation to the Acquisition or any matter or arrangement referred
to in this announcement.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively as corporate
broker to Lincat and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Lincat
for providing the protections afforded to clients of Cenkos
Securities plc nor for providing advice in relation to the
Acquisition or any other matter or arrangement referred to in this
announcement.
This announcement does not constitute an invitation or offer to
sell, purchase or subscribe for any securities or the solicitation
of any vote for approval of the Acquisition in any jurisdiction. No
person should construe the contents of this announcement as legal,
financial or tax advice and any interested person should consult
their own advisers in connection with the matters contained
herein.
The availability of the Acquisition or the distribution of this
announcement to persons who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are located. Persons who are not so resident should inform
themselves of, and observe, any applicable requirements in those
jurisdictions. This announcement has been prepared for the purposes
of complying with English law, the Code and the AIM Rules. As a
result, information disclosed herein may not be the same as that
which would have been disclosed in accordance with the laws and
regulations of jurisdictions outside of England.
Forward-looking Statements
This announcement, oral statements made regarding the
Acquisition and other information published by Middleby, Bidco or
Lincat may contain certain statements that are or may be
forward-looking. These statements are based on the current
expectations of the management of Middleby, Bidco and/or Lincat (as
applicable) and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may
include statements about the expected effects of the Acquisition,
the expected timing and scope of the Acquisition, anticipated
earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, potential disposals
and other strategic options and all other statements in this
announcement other than historical facts. Forward-looking
statements include, without limitation, statements that typically
contain words such as: "will", "may", "should", "could",
"continue", "believes", "expects", "intends", "estimates",
"anticipates", "aims", "targets", "plans" and "forecasts" or words
of similar import. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond the
ability of the person making the statement to control or estimate
precisely, such as future market conditions and the behaviour of
other market participants. Other unknown or unpredictable factors
could also cause actual results to differ materially from those in
the forward looking statements. Therefore undue reliance should not
be placed on such statements as a prediction of actual results.
None of Middleby, Bidco or Lincat undertakes any obligation to
update these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required
pursuant to applicable law.
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be available free of charge on Lincat's website
at www.lincatgroup.co.uk by no later than 12.00 noon on 31 May
2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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