9 Nov 2012 14:14
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
9 November 2012
RECOMMENDED ACQUISITION
of
MAXIMA HOLDINGS PLC
by
REDSTONE PLC
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court Sanction of the Scheme and confirmation of the Reduction of Capital
The Directors of Redstone plc ("Redstone") and Maxima Holdings plc ("Maxima") are pleased to announce that the High Court of Justice in England and Wales has today, 9 November 2012, made an order sanctioning the Scheme and confirming the Reduction of Capital.
The Court Order relating to the Scheme and the associated Reduction of Capital together with a Statement of Capital will become effective on registration of the Court Order by the Registrar of Companies. It is expected that the Court Order will be registered by the Registrar of Companies today, and accordingly, the Scheme will become effective today, 9 November 2012.
The admission of Maxima's Shares to trading on AIM is expected to be cancelled at 7.00 a.m. on 12 November 2012.
Application has been made for a total of 1,287,319,228 ordinary shares of 0.1 pence each in the share capital of Redstone ("Ordinary Shares") to be admitted to trading on AIM ("Admission"), comprising of 987,319,228 new Ordinary Shares to be issued in connection with the Scheme, and 300,000,000 new Redstone Shares to be issued in connection with the Redstone Placing. The Redstone Placing raised £3 million before expenses at a price of 1 penny per Ordinary Share. Admission is expected to occur at 8.00 a.m. on 12 November 2012.
Following Admission of the new Ordinary Shares the total number of Ordinary Shares with voting rights is 4,389,738,850.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interests in, or a change to their interests in, Redstone under the FSA's Disclosure and Transparency Rules.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Scheme Document published by Maxima on 24 September 2012 (the "Scheme Document").
In accordance with Rule 30.4 of the City Code, a copy of this announcement will be published on Maxima's website at www.maxima.co.uk and on Redstone's website at www.redstone.com.
Contacts
Enquiries:
For further information, please contact:
Redstone plc
Tony Weaver, CEO / Peter Hallett, CFO Tel. +44 (0)845 201 000
finnCap
(financial adviser to Redstone) Tel. +44 (0)20 7220 0500
Marc Young / Charlotte Stranner
Newgate Threadneedle
(public relations adviser to Redstone) Tel. +44 (0)20 7653 9850
Josh Royston / Guy McDougall
Maxima Holdings plc
Michael Brooke - Senior Non Executive Director Tel: +44 (0)1242 211 211
David Memory - Chief Financial Officer
Oakley Capital Limited
(financial adviser to Maxima)
Chris Godsmark / Chris Brooks Tel: +44 (0)20 7766 6900
Cenkos
(Nominated adviser to Maxima)
Stephen Keys / Adrian Hargrave Tel: +44 (0)20 7397 8900
MHP Communications
(public relations adviser to Maxima)
Reg Hoare / Vicky Watkins Tel: +44 (0)20 3128 8100
Maxima Shareholders are advised to read the formal documentation received by them in relation to the Offer carefully as it contains important information.
Whether or not certain Maxima Shares were voted at the Shareholder Court Meeting or the General Meeting, if the Scheme becomes effective those Maxima Shares will be cancelled pursuant to the Scheme in return for 28 New Redstone Shares for every one Maxima Share.
Oakley Capital is acting for Maxima and no one else in connection with the Scheme and will not regard any other person as its client nor be responsible to anyone other than those persons for providing the protections afforded to clients of Oakley Capital nor for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement. Oakley Capital is authorised and regulated by the Financial Services Authority in respect of regulated activities.
Cenkos Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Maxima and no one else in connection with the Scheme and will not be responsible to anyone other than Maxima for providing the protections afforded to clients of Cenkos Limited or for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement.
finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Redstone and no one else in connection with the Scheme and will not be responsible to anyone other than Redstone for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement.
This Announcement has been prepared for the purposes of complying with English law and the 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 the laws and regulations of any jurisdiction outside of England.
This announcement is not intended to, and does not, constitute or form part of an offer or invitation to sell or subscribe for or acquire or exchange securities in Redstone or Maxima or a solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise. The full terms and conditions of the Scheme are set out in the Scheme Document. This announcement does not constitute a prospectus or a prospectus equivalent document. The release, publication or distribution of this announcement in jurisdictions other than the UK and the implications of the Scheme for Maxima Shareholders outside the UK may be affected by the laws of the relevant jurisdictions. Maxima Shareholders outside the UK should inform themselves about and observe any applicable requirements. It is the responsibility of each Maxima Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required to be observed and the payment of any issue, transfer or other taxes in such jurisdictions. This announcement has been prepared for the purpose of complying with English law 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 the laws of jurisdictions outside the UK.
The New Redstone Shares have not been, nor will they be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States and will not be listed on any stock exchange in the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the New Redstone Shares, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence under US law. Further, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the New Redstone Shares have not been, and nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, the New Redstone Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction, or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan.