Result of Scheme Hearing
26 Julio 2010 - 5:42AM
UK Regulatory
TIDMTFC
RNS Number : 9185P
Trafficmaster PLC
26 July 2010
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 THAT JURISDICTION
26 July 2010
Trafficmaster Plc
("Trafficmaster" or the "Company")
Result of Scheme Hearing
On 2 June 2010, the Company announced a recommended cash offer by Vector Capital
Limited for the entire issued and to be issued share capital of the Company, to
be implemented by way of a scheme of arrangement (the "Scheme"). The Scheme
Document, containing the terms and conditions of the Scheme, was posted to
Trafficmaster Shareholders on 11 June 2010. Unless otherwise stated, defined
terms used in this announcement shall have the same meaning as those used in the
Scheme Document.
On 5 July 2010, the Company announced that, at the Court Meeting and General
Meeting, all the resolutions to approve the Scheme were passed by the requisite
majorities.
Today, at the Scheme Hearing, the Court sanctioned the Scheme and the Scheme
Order made at the Scheme Hearing will be delivered to the Registrar of Companies
in England and Wales as soon as possible following the Reduction Hearing to be
held on 28 July 2010.
Accordingly, as set out in the Scheme Document, the listing and dealings in
Trafficmaster Shares will be suspended with effect from 5.00pm tomorrow, 27 July
2010.
The Reduction Hearing will take place on 28 July 2010 at which the Court will
consider and if thought fit make the Reduction Order to confirm the reduction of
the share capital of the Company.
If the Reduction Order is made then the Effective Date of the Scheme will be 29
July 2010 and the cancellation of listing and dealings in Trafficmaster Shares
will take effect from 08:00 a.m. on 29 July 2010:
For further information please contact:
Trafficmaster
Tony Eales, Chief Executive 0044 1234
759300
Tim Coleman, Finance Director
Canaccord Genuity Limited
(Financial and Rule 3 Adviser to Trafficmaster)
Rory O'Sullivan
0044 207 050 6500
Simon Bridges
Henry Fitzgerald O'Connor
City Profile
(PR Adviser to Trafficmaster)
Simon Courtenay 0044
207 448 3244
The Acquisition relates to the shares of a United Kingdom public limited company
and is proposed to be made by means of a scheme of arrangement under English
company law and the City Code. The Scheme is not subject to the tender offer or
proxy rules under the United States Securities Exchange Act of 1934, as amended.
Accordingly, the Scheme is subject to the disclosure requirements, rules and
practices applicable in schemes of arrangements in the United Kingdom, which
differ from the requirements of United States tender offer and proxy rules.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by the law of those
jurisdictions and therefore any persons in such jurisdictions into whose
possession this document comes should inform themselves about and observe any
such restrictions. Failure to comply with any such restrictions may constitute
a violation of the securities laws of any such jurisdiction.
Canaccord Genuity Limited is authorised and regulated in the United Kingdom by
the FSA, is acting exclusively for Trafficmaster and for no one else in
connection with the Acquisition and will not be responsible to anyone other than
Trafficmaster for providing the protections afforded to clients of Canaccord
Genuity Limited or for providing advice in relation to the Acquisition or any
matter referred to herein.
This announcement has been prepared for the purposes of complying with English
law, the Listing Rules and the City Code and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with laws and regulations of any jurisdiction
outside the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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