24 Sep 2012 18:00
24 September 2012
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
24 September 2012
Redstone plc
("Redstone" or the "Company")
Notice of posting of prospectus and circular
Further to the announcement on 17 September 2012 of the recommended acquisition by Redstone of the entire issued and to be issued share capital of Maxima Holdings plc ("Maxima") ("Acquisition") to be implemented by way of a Court sanctioned scheme of arrangement under part 26 of the Companies Act 2006 ("Scheme"), Redstone announces that a Scheme Document and Circular in connection with the Acquisition has today been posted to shareholders.
Copies of the Scheme Document and Circular are available for inspection at www.redstone.com.
The Circular contains a notice of general meeting to approve the Acquisition which will be held at the offices of DAC Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN at 10.00 a.m. on 17 October 2012.
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
This Announcement is for information purposes only and is not intended and does not constitute or form part of an offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Scheme or otherwise. The Acquisition will be made solely by the Scheme Document and the accompanying Forms of Proxy which will contain the full terms and conditions of the Scheme.
The distribution of this Announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement 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. To the fullest extent permitted by applicable law, the companies involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
The Acquisition relates to the acquisition of shares in a UK public company and is proposed to be made by means of a scheme of arrangement under Part 26 of the 2006 Act. In particular, with respect to investors in the United States, a transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US tender offer rules. Financial information on the Maxima Group included in the relevant documentation has been prepared in accordance with accounting standards applicable to listed companies in the UK, being IFRS as adopted by the European Union. These may not be comparable to the financial statements of US companies.
This document is not an offer of securities for sale in the United States. The New Redstone Shares which will be issued in connection with the Acquisition have not been, will not be and are not required to be registered with the US Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state, district or other jurisdiction of the United States, and may not be offered, sold, delivered or transferred except pursuant to an available exemption from or in a transaction not subject to the registration requirements of the US Securities Act and applicable US state securities laws. It is expected that the New Redstone Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) of that Act. To qualify for the exemption from the registration requirements of the US Securities Act, Maxima will advise the Court that Redstone will rely on the section 3(a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by Redstone as an approval of the Scheme following a hearing upon the fairness of the terms and conditions of the Scheme to Scheme Shareholders at which hearing all such shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders.
Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the New Redstone Shares or passed an opinion upon the fairness or merits of such securities or upon the accuracy or adequacy of the disclosures contained in this document. Any representation to the contrary is a criminal offence in the United States.
Forward-looking statements
This Announcement includes certain "forward-looking" statements with respect to the financial condition, results of operations and business of Maxima and/or Redstone and certain plans and objectives of the board of directors of Maxima and Redstone with respect thereto. The forward-looking statements contained herein may include statements about the expected effects on Maxima or Redstone of the Acquisition, the expected timing and scope of the Acquisition, anticipated earnings enhancements and other strategic options, as well as other statements in this Announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. These statements are based on assumptions and assessments made by the boards of directors of Maxima or Redstone in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. They have not been reviewed by the auditors of Maxima or Redstone. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
All subsequent oral or written forward-looking statements attributable to Maxima or Redstone or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in this Announcement are based on information available to Maxima or Redstone on the date of this Announcement and are made only as of the date of this Announcement. Undue reliance should not be placed on such forward-looking statements.
Subject to compliance with the Code and the AIM Rules, neither Maxima or Redstone intend, or undertake any obligation, to update any information contained in this Announcement.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website and availability of hard copies
A copy of the Scheme Document and the Circular will be made available free of charge, at www.redstone.com and www.maxima.co.uk by no later than 12.00 noon on 24 September 2012 and will be available during the course of the Scheme. For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this Announcement.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Maxima confirms that at the date of this Announcement, there are 35,261,402 Maxima Shares in issue and admitted to trading on AIM. The ISIN of the Maxima Shares is GB00B034R743.
In accordance with Rule 2.10 of the Code, Redstone confirms that at the date of this Announcement, there are 3,102,419,622 Redstone Shares in issue and admitted to trading on AIM. The ISIN of the Redstone Shares is GB00B1VGFJ71.