TIDMRNSM
RNS Number : 4600Y
Ransom(William) & Son PLC
22 December 2010
William Ransom & Son Plc
(the "Company")
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
Recommended proposal for the introduction of a new parent
company by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 and for the cancellation of admission of
ordinary shares to trading on AIM
Summary
The Company is pleased to announce that, further to the
announcement made on 17 December 2010, the Company proposes to
undertake a corporate restructuring by introducing a new parent
company, William Ransom & Son Holdings Plc ("Holdings"), which
shall be implemented by way of a Court sanctioned scheme of
arrangement pursuant to Part 26 of the Companies Act 2006 (the
"Scheme")(the "Scheme Proposals"), and cancel the Company's
admission to trading on AIM (together with the Scheme Proposals,
the "Proposals"). Holdings will be a public limited company
incorporated in England which shall not have its shares admitted to
trading on AIM.
The Scheme Proposals are not expected to have any material
effect on the Group's principal activities, but will have the
effect of ring-fencing each of the Company's operating divisions
from one another in separate subsidiaries, allowing different
strategies to be executed in relation to those subsidiaries and
giving each subsidiary more flexibility with regards to its own
capital structure, as the business needs of those divisions demand.
The Board will be able to adjust these bespoke strategies in
accordance with each division's performance in order to maximise
the value of each division for the benefit of the Company's
shareholders as a whole.
Furthermore, the directors have been forced to reconsider the
benefits of the Company's admission to trading on AIM following
falls in the Company's share price, the current challenging market
conditions affecting the investment landscape in which the Company
operates and the ongoing costs associated with the Company's shares
being traded on AIM (including costs incurred in complying with
various financial reporting and disclosure obligations).
If the Scheme becomes effective, the Company's shareholders will
become shareholders in Holdings. Shareholders will receive one new
ordinary share in Holdings for every one ordinary share they
currently hold in the Company.
The Proposals are subject to Court approval and the approval of
the Company's shareholders.
To that end, the Company announces that a shareholder circular
containing, amongst other things, the terms and conditions of the
Scheme and an explanatory statement (in compliance with Section 897
of the Companies Act 2006), notices of the Court Meeting and
General Meeting, scheduled to take place on 14 January 2011, a
timetable of principal events and details of the actions to be
taken by the Company's shareholders (the "Scheme Circular") is
being posted today.
Certain Capitalised terms used in this announcement have the
meanings given to them in the Scheme Circular.
An expected timetable of the principal events is set out
below.
Copies of the Scheme Circular will be available for inspection
during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) up to and including the date on which the
Scheme becomes effective pursuant to its terms (the "Effective
Date") at the offices of Olswang LLP, 90 High Holborn, London WC1V
6XX and at the registered office of the Company (being Alexander
House, 40A Wilbury Way Hitchin, Hertfordshire SG4 0AP).
The Scheme Circular will also be available until the Effective
Date, or such later date as the Company may decide, on the
Company's website at www.williamransom.com
Expected timetable of principal events
The following indicative timetable sets out the key milestone
dates towards implementation of the Proposals
Event Time and/or Date
Latest time for lodging Forms
of Proxy for the:
Court Meeting (white form) 10.00 a.m. on 12 January 2011
General Meeting (blue form) 10.15 a.m. on12 January 2011
Voting Record Time 6.00 p.m. on 12 January 2011
Court Meeting 10.00 a.m. on 14 January 2011
General Meeting 10.15 a.m. on 14 January 2011
The following dates are subject
to change
Court Hearing (to sanction 3 February 2011
the Scheme and confirm the
Capital Reduction)
Last day of dealings and settlement 3 February 2011
in the William Ransom shares
and disablement of CREST
Scheme Record Time 6.00 p.m. on 3 February 2011
Cancellation of admission of 8.00 a.m. on 4 February 2011
Scheme Shares to trading on
AIM
Effective Date of the Scheme 4 February 2011
Latest date for despatch of 18 February 2011
share certificates for New
William Ransom Shares in certificated
form
All references to times are to times in London (unless otherwise
stated).
The Court Meeting and the General Meeting will be held at the
offices of Olswang LLP, 90 High Holborn, London WC1U 6XX on 14
January 2011.
These times and dates are indicative only and will depend, among
other things, on the date upon which the Court sanctions the Scheme
and confirms the Capital Reduction and the date on which the Court
Order sanctioning the Scheme and confirming the Capital Reduction
is delivered to the Registrar of Companies and such Court Order is
registered by the Registrar of Companies. Any changes to these
times and dates will be notified to Scheme Shareholders via a
Regulatory Information Service.
Enquiries:
William Ransom & Son Plc
Fred Whitcomb, Chief Executive Tel: +44 (0) 1462 437 615
Daniel Stewart & Company Plc (Nominated Adviser to the
Company)
Paul Shackleton Tel: +44 (0) 20 7776 6550
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OF THE COMPANY, NOR SHALL IT FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR
SUCH PURCHASE OR SUBSCRIPTION.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Daniel Stewart by the FSMA or the regulatory
regime established thereunder, Daniel Stewart does not accept any
responsibility whatsoever for the contents of this announcement or
for any statement made or purported to be made by it, or on its
behalf, in connection with the Company, the Scheme Shares, or the
Scheme. Daniel Stewart accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this statement
or any such statement.
Daniel Stewart, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for the Company and no
one else in connection with the Scheme and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Daniel Stewart nor for providing advice in
relation to the Scheme or the contents of this announcement, or any
matter referred to herein.
Statements in this announcement regarding the Scheme, including
expectations with respect to the Scheme and the timetable for
completing the Scheme, future financial operating results,
potential benefits of the Scheme, and future opportunities for the
Company as well as any other statements about the future
expectations, beliefs, goals, plans or prospects of the management
of the Company constitute "forward-looking" statements. Any
statements that are not statements of historical fact (including
statements containing the words "believe", "plan", "anticipate",
"expect", "estimate", and similar expressions) should also be
considered to be forward-looking in nature. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including not obtaining the necessary approvals to
complete the Scheme on a timely basis, or at all, decreases in
demand for the Company's products and other factors described in
the Company's Annual Report and Accounts for the year ended 31
March 2010. The Company disclaims any intention or obligation to
update any forward-looking statements as a result of developments
occurring after the date of this announcement. Shareholders are
cautioned not to place undue weight on these forward-looking
statements. Actual results may differ materially from those
anticipated in such forward-looking statements even if experience
or future changes make it clear that any projected results
expressed or implied therein may not be realised.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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