AVS.L Regulatory News (AVS)

16 May 2007 15:24

Avesco PLC16 May 2007 Not for release, publication or distribution in or into the United States, Australia, Canada or Japan. Avesco plc ("Avesco" or "the Company") SCHEME OF ARRANGEMENT Avesco announces that the Court today sanctioned the scheme of arrangement undersection 425 of the Companies Act 1985 ("the Scheme") and the Capital Reductionto effect the nil premium merger of Avesco with InvestinMedia. The Scheme and its implementation were approved by the requisite majorities ofthe Company's shareholders at meetings held on 25 April 2007 and trading in theCompany's shares on AIM was suspended earlier today. In accordance with the Scheme, elections for cash by Scheme Shareholders underthe Partial Cash Alternative in respect of up to the 25% allocation have beensatisfied in full and elections for in excess of the 25% allocation have beensatisfied in respect of approximately 8.25% of the excess elections for thePartial Cash Alternative. The First Court Order has been delivered to the Registrar of Companies (the"Registrar"). The Second Court Order and the Minute will be delivered to theRegistrar for registration as soon as practicable. All other conditions to theProposals (save for Admission) have been satisfied or waived. Subject to registration of the Second Court Order and the Minute by theRegistrar, it is expected that the Proposals will be completed and cancellationof admission of the ordinary shares of the Company to trading on AIM will takeeffect from 8.00 a.m. on 17 May 2007. It is expected that the New InvestinMedia Shares to be issued pursuant to theTransaction will be admitted to trading on AIM with effect from 8.00 a.m on 17May 2007. On completion of the Transaction, the name of InvestinMedia plc willbe changed to "Avesco Group plc" with the ticker code AVS.L. Terms defined in the Scheme Document have the same meanings when used in thisannouncement Enquiries: Avesco plc 01293 583400 Ian Martin (Chairman)John Christmas (Finance Director) KBC Peel Hunt Ltd 020 7418 8900(Rule 3 Adviser and Nominated Adviser) Julian Blunt The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore anypersons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicablerequirements. This announcement has been prepared for the purposes of complyingwith English law and the City Code and the information disclosed may not be thesame as that which would have been disclosed if this announcement had beenprepared in accordance with the laws of jurisdictions outside of England. TheTransaction will be subject to the applicable rules and regulations of theLondon Stock Exchange and the City Code. This announcement does not constitute an offer to sell or invitation to purchaseany securities or the solicitation of any vote or approval in any jurisdiction.Avesco Shareholders are advised to read carefully the formal documentation inrelation to the Transaction once it has been despatched. Securities may not be offered or sold in the United States unless they areregistered under the Securities Act 1933 or are exempt from such registrationrequirements. The New InvestinMedia Shares to be issued to Avesco Shareholderswill not be and are not required to be registered under the Securities Act inreliance upon the exemption from the registration requirements of the SecuritiesAct provided by section 3(a)(10) of that Act based on Court approval of theScheme. The directors of Avesco accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the directors ofAvesco (who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. This information is provided by RNS The company news service from the London Stock Exchange