Crest Nicholson Regulatory News (CRST)

21 Mar 2007 17:59

Crest Nicholson PLC21 March 2007 Crest Nicholson PLCFor Immediate Release21 March 2007 Recommended Proposals for the acquisition of Crest Nicholson PLC by Castle Bidco Limited Posting of Scheme Circular The boards of Crest Nicholson PLC ("Crest Nicholson") and Castle Bidco Limited("Castle Bidco") announced on 8 March 2007 that they had reached agreement onthe terms of a recommended acquisition of Crest Nicholson by Castle Bidco, suchacquisition to be effected by means of a scheme of arrangement (the "Scheme")under section 425 of the Companies Act 1985 (the "Act"). Crest Nicholson nowannounces that the circular (the "Scheme Circular") containing, inter alia, theterms of the Scheme, an explanatory statement (in compliance with section 426 ofthe Act), notices of the required meetings, a timetable of principal events, anddetails of the actions to be taken by Crest Nicholson Shareholders was todayposted to all Crest Nicholson Shareholders and, for information only, toparticipants in the Crest Nicholson Share Schemes. As described in the Scheme Circular, the Scheme will require the approval ofCrest Nicholson Shareholders at the Court Meeting and the passing of a specialresolution at an extraordinary general meeting of Crest Nicholson. The Schemewill also require the subsequent sanction of the Court. Further details as tothe approvals required and the persons entitled to vote at such meetings arecontained in the Scheme Circular. Both meetings will be held at Dresdner Kleinwort, 30 Gresham Street, London,EC2V 7PG on 16 April 2007. Expected timetable of principal events: Latest time for receipt by Lloyds TSBRegistrars of the: White Form of Proxy for the Court Meeting 10:30 a.m. on 14 April 2007* Blue Form of Proxy for the Extraordinary 10:45 a.m. on 14 April 2007 General MeetingVoting Record Time 6:00 p.m. on 14 April 2007Court Meeting 10:30 a.m. on 16 April 2007Extraordinary General Meeting 10:45 a.m. on 16 April 2007**Court Hearing (to sanction the Scheme) 2 May 2007***Last day of dealings in Crest Nicholson 2 May 2007***SharesScheme Record Time 6:00 p.m. on 2 May 2007***Effective Date of the Scheme 3 May 2007***Cancellation of listing of Crest Nicholson 8:00 a.m. on 8 May 2007***SharesLatest date for despatch of consideration 14 days after the Effective Datepayable under the Scheme or credit of such consideration within CREST Notes:* Alternatively, the Form of Proxy for the Court Meeting may be handed to the Chairman of the Court Meeting before the start of the Court Meeting, and it will still be valid.** To commence at 10:45 a.m. or, if later, as soon thereafter as the Court Meeting shall have concluded or been adjourned.*** These times and dates are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the associated Capital Reduction. UK Listing Authority Viewing Facility Two copies of the Scheme Circular have been submitted to the UK ListingAuthority and are available for inspection at the UK Listing Authority'sDocument Viewing Facility which is situated at: The Financial Services Authority 25 The North ColonnadeCanary WharfLondon E14 5HSTel: 020 7066 1000 Any capitalised term used but not defined in this announcement has the samemeaning as is given to it in the Scheme Circular. Enquiries Crest Nicholson 01932 580 555John Matthews, ChairmanStephen Stone, Chief Executive Dresdner Kleinwort (Financial and Rule 3 Adviser and Broker 020 7623 8000to Crest Nicholson) Charles BattenMichael CovingtonAngus Kerr (Corporate Broking) Brunswick (Public Relations Adviser to Crest Nicholson) 020 7404 5959Andrew FenwickKate Miller Dresdner Kleinwort, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting for Crest Nicholson and no-one elsein relation to the Proposals and will not be responsible to anyone other thanCrest Nicholson for providing the protections afforded to customers of DresdnerKleinwort or for providing advice in relation to the Proposals or any othermatter referred to herein. This information is provided by RNS The company news service from the London Stock Exchange