GlobalData Regulatory News (DATA)

12 Feb 2008 09:32

Internet Business Group12 February 2008 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 RECOMMENDED OFFER BY TMN GROUP PLC ("TMN") FOR INTERNET BUSINESS GROUP PLC ("IBG" or the "Company") to be effected by means of a Scheme of Arrangement under section 425 of the Companies Act 1985 Court Sanction of Scheme On 14 December 2007, the boards of IBG and TMN jointly announced a recommendedoffer by TMN to acquire the entire issued and to be issued share capital of IBGto be effected by way of a Court sanctioned scheme of arrangement under section425 of the Companies Act 1985. A Scheme Document was posted to IBG Shareholderson 20 December 2007 setting out the terms of the Acquisition. IBG announces that on 11 February 2008 the Court sanctioned the Scheme approvedby IBG Shareholders at the Court Meeting held on 23 January 2008. Completion ofthe Acquisition remains subject to the satisfaction or waiver (if capable ofwaiver) of the remaining Conditions set out in the Scheme Document including,inter alia, the associated reduction of capital by the Court. The Court Hearingto confirm the Reduction of Capital is expected to take place on 13 February2008 giving effect thereby to the acquisition of IBG by TMN. A furtherannouncement will be made at this time. It is expected that the last day for dealings in IBG Shares will be 12 February2008 and that the Scheme will become effective and dealings in the New TMNShares will commence at 8 a.m. on 14 February 2008 at which time the listing ofthe existing IBG Shares will be cancelled. Under the Scheme, IBG Shareholdersare entitled to 1 TMN Share for every 3.765 IBG Share held at the Scheme RecordTime. As soon as practicable after the Effective Date and, in any event, nolater than fourteen days from the Effective Date, share certificates will bedispatched to those Scheme Shareholders who hold their IBG Shares incertificated form in respect of New TMN Shares. The definitions used or referred to in the Scheme Document dated 20 December2007 apply in this announcement, unless the context otherwise requires. Enquiries: Internet Business Group PlcMaziar Darvish, Chairman020 7927 8102 Strand Partners LimitedJames Harris / Braden Saunders020 7409 3494 St Helen's Capital LimitedRuari McGirr020 7628 5582 Tavistock Communications LimitedMatt Ridsdale020 7920 3150 Strand Partners, which is authorised and regulated in the United Kingdom by theFSA, is acting exclusively for IBG and no one else in connection with theAcquisition and the Scheme and will not be responsible to anyone other than IBGfor providing the protections afforded to clients of Strand Partners nor forgiving advice in relation to the Acquisition and the Scheme or any other matteror arrangement referred to in this announcement. Overseas Jurisdictions The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement has been prepared for the purposes of complying with English lawand the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws and regulations of any jurisdiction outside of England. THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OFANY OFFER OF SECURITIES, OR CONSTITUTE SOLICITATION OF ANY OFFER OF SECURITIES. This information is provided by RNS The company news service from the London Stock Exchange