ARL.L Regulatory News (ARL)

18 Dec 2007 17:48

SMC Group Plc18 December 2007 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR INPART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THEREPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTIONWHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCHJURISDICTION. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULDNOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPTON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY SMC GROUP PLC TODAYIN CONNECTION WITH THE OPEN OFFER. 18 December 2007 For Immediate Release SMC Group Plc ("SMC" or "the Company" or "the Group") Open Offer of up to 188,377,187 New Ordinary Shares at 8.0 pence per New Ordinary Share Approval of Rule 9 Waiver by the Takeover Panel and Notice of General Meeting Following the Company's announcement earlier today in relation to the fullyunderwritten Open Offer to raise approximately £15.1 million before expenses(approximately £13.3 million net of expenses), the Company is pleased toannounce that it has today despatched to Shareholders the Prospectus containinga notice convening a General Meeting at 10.00 a.m. on 14 January 2008. TheGeneral Meeting has been convened to approve the Resolutions set out in thismorning's announcement. An expected timetable of events is set out below: 2007Record Date for the Open Offer close of business 17 December onPosting of Prospectus, Application Forms 18 Decemberand Forms of Proxy Publication of Gazette Notice 19 December 2008Latest time and date for splitting 3.00 p.m. on 10 JanuaryApplication Forms (to satisfy bona fidemarket claims) Latest time and date for receipt of 10.00 a.m. on 10 JanuaryForms of Proxy General Meeting 10.00 a.m. on 14 January Latest time and date for receipt of 11.00 a.m. on 14 Januarycompleted Application Forms and paymentin full under the Open Offer Admission to AIM effective and dealings 8.00 a.m. on 18 Januaryin New Ordinary Shares commence Expected date for crediting of New 18 JanuaryOrdinary Shares to CREST stock accounts(uncertificated holders only) Expected date of despatch of definitive by 25 Januaryshare certificates for New OrdinaryShares in certificated form Notes: (i) Each of the times and dates set out in the above timetable and mentionedthroughout this announcement is subject to change by the Company, with theagreement of Numis Securities Limited and Ironshield Capital Management LLP, inwhich event details of the new times and dates will be notified to the LondonStock Exchange and, where appropriate, to Shareholders. (ii) References to times in this document are to London times. A copy of the Prospectus is available from the Company's website atwww.smcgroupplc.com. Copies of the Prospectus will also be available free ofcharge from the offices of Rosenblatt Solicitors at 9-13 St. Andrew Street,London EC4A 3AF during normal office hours on any weekday (Saturday and publicholidays excepted) for a period of not less than one month from the date ofAdmission. For further information: SMC Group Plc Tel: +44 (0)20 7495 5335Rob Boardman Numis Securities Limited Tel: +44 (0)20 7776 1500Stuart Skinner/Brent Nabbs/JamesSerjeant Bell Pottinger Corporate & Financial Tel: +44 (0)20 7861 3232David Rydell/Chris Hamilton The Directors of SMC have taken all reasonable care to ensure that theinformation contained in this announcement is, to the best of their knowledge,in accordance with the facts and contains no omission likely to affect theimport of such information. Numis, which is authorised and regulated in the UK by the Financial ServicesAuthority, is acting as Nominated Adviser exclusively to the Company and no oneelse in connection with the Open Offer and the admission of the New OrdinaryShares to trading on AIM and will not be responsible to anyone other than theCompany for providing the protection afforded to clients of Numis or forproviding advice in relation to the Open Offer, the proposed admission totrading on AIM, or any other matters referred to in this announcement. The release, publication or distribution of this announcement into certainjurisdictions other than the UK may be restricted by law and therefore personsin such jurisdictions into which this announcement is released, published ordistributed should inform themselves about and observe any such restrictions.Any failure to comply with any such restrictions may constitute a violation ofthe securities laws or regulation of such jurisdictions. A combined circular to shareholders containing both the notice of the GeneralMeeting and the prospectus relating to the Open Offer (the "Prospectus") hasbeen despatched to shareholders today. The Prospectus gives further details ofthe Open Offer and contains a notice of a General Meeting to approve certainresolutions necessary to implement the Open Offer, expected to be held at 10.00a.m. on 14 January 2008 at the Barry Room, Royal Institute of BritishArchitects, 66 Portland Place, London W1B 1AD. The Prospectus gives furtherdetails of the Open Offer, the New Ordinary Shares to be offered pursuant to theOpen Offer, the Rule 9 Waiver and the Company's business. This announcement is not for release, publication or distribution, directly orindirectly, in whole or in part, in or into the United States, Australia,Canada, Japan, New Zealand, the Republic of Ireland or the Republic of SouthAfrica and does not constitute, or form part of, an offer or the solicitation ofan offer, or inducement, or invitation to subscribe for, buy, underwrite orotherwise acquire, any rights, shares or other securities, nor the solicitationof any vote or approval in any jurisdiction, nor shall there be any sale, issueor transfer of shares in the Company in any jurisdiction in contravention ofapplicable law. Any offer, invitation or inducement to acquire shares in theCompany will be made solely by means of the Prospectus, as updated by anysupplementary prospectuses, and the Application Form and any decision to keep,buy or sell shares in the Company should be made solely on the basis of theinformation contained in such document(s). The New Ordinary Shares have not been approved or disapproved by the USSecurities and Exchange Commission, any State securities commission in theUnited States or any other US regulatory authority, nor have any of theforegoing authorities passed upon or endorsed the merits of the offering of theNew Ordinary Shares or the accuracy or adequacy of this announcement or theProspectus. The securities referred to herein have not been and will not beregistered under the US Securities Act and may not be sold or offered in theUnited States unless registered under the US Securities Act or any applicableexemption from such registration. No public offering of New Ordinary Shares willbe made in the United States, Australia, Canada, Japan, New Zealand, theRepublic of Ireland or the Republic of South Africa. - ends - This information is provided by RNS The company news service from the London Stock Exchange