Last checked at 17 Jun 2010 07:00
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 that jurisdiction.
RECOMMENDED ACQUISITION
of
Sovereign Reversions plc
by
Grainger Equity Release Limited
(a wholly owned subsidiary of Grainger PLC)
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
For immediate release
17 June 2010
Further to the announcement on 4 June 2010 by the boards of Grainger plc ("Grainger") and Sovereign Reversions plc ("Sovereign") that they had reached agreement on the terms of a recommended acquisition by Grainger (or a subsidiary of Grainger) for all of the issued and to be issued ordinary share capital of Sovereign to be implemented by way of a Court sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme"), Grainger and Sovereign now announce that the circular containing, amongst other things, the terms and conditions of the Scheme and an explanatory statement (in compliance with Section 897 of the Companies Act 2006), notices of the Court Meeting and General Meeting, a timetable of principal events and details of the actions to be taken by Shareholders (the "Scheme Document") is being posted to Shareholders today.
The Court Meeting and General Meeting to approve the Scheme are scheduled to take place on 12 July 2010 at 3.30 p.m. and 3.45 p.m. respectively. As described in the Scheme Document, the Scheme will require the approval of the Scheme Shareholders at the Court Meeting, and the passing of a special resolution at the General Meeting. The Scheme and associated Capital Reduction will also require the subsequent sanction and (as the case may be) confirmation of the Court. Both meetings will be held at the offices of Field Fisher Waterhouse LLP, 35 Vine Street, London EC3N 2AA. An expected timetable of the principal events is set out below.
Copies of the Scheme Document will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date on which the Scheme becomes effective pursuant to its terms (the "Effective Date") at the offices of Field Fisher Waterhouse LLP at 35 Vine Street, London EC3N 2AA.
The Scheme Document will also be available until the Effective Date, or such later date as Grainger and Sovereign may decide, on Sovereign's website at www.sovereign-reversions.co.uk.
Hard copies of the Scheme Document and Forms of Proxy will be available from the
offices of the Company at 31 Goldington Road, Bedford MK40 3LH.
Cancellation of Admission
The Company wishes to notify that application will also be made to the London Stock Exchange for the cancellation of admission to trading on AIM of the Company's ordinary shares conditional upon the Scheme being sanctioned by the Court and becoming effective on the Effective Date. The notice period of at least 20 Business Days prior to cancellation as required by Rule 41 of the AIM Rules for Companies has commenced today. It is anticipated that, subject to the timing set out below, cancellation of admission to trading will take effect at 8.00 a.m. on 10 August 2010.
Capitalised terms used in this announcement have the meanings given to them in the Scheme Document.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for the implementation of the Transaction:
| Latest time for lodging forms of proxy for: ·; the Court meeting |
3.30 p.m. on 10 July 2010 1
|
| ·; the General meeting | 3.45 p.m. on 10 July 2010 2
|
| Voting Record Time for the Meetings | 6.00 p.m. on 8 July 2010 3
|
| Court Meeting | 3.30 p.m. on 12 July 2010
|
| General Meeting | 3.45 p.m. on 12 July 2010 4
|
| Scheme Court Hearing | 4 August 2010
|
| Last day of dealings in Shares | 5 August 2010 5
|
| Dealings in Shares suspended | 5.00 p.m. on 5 August 2010 5
|
| Scheme Record Time | 6.00 p.m. on 5 August 2010 5
|
| Reduction Court Hearing | 6 August 2010 5
|
| Effective Date of the Scheme | 9 August 2010 5
|
| Cancellation of trading on AIM of Shares | 10 August 2010 5
|
| Despatch of cheques and settlement through CREST | within 14 days of the Effective Date
|
(1) It is requested that blue forms of proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting. Blue forms of proxy not so lodged may be handed to the Registrar on behalf of the Chairman of the Court Meeting at the Court Meeting.
(2) White forms of proxy for the General Meeting must be lodged not later than 48 hours prior to the time appointed for the General Meeting.
(3) If either the Court Meeting for the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the date two days (excluding bank holidays and weekends) before the date set for the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(5) These dates are indicative only and will depend on, among other things, whether and when the Conditions are satisfied or (where applicable) waived and the date upon which the Court sanctions the Scheme and confirms the Capital Reduction.
All references in this document to times are to UK time unless otherwise stated.
For further information please contact:
| Grainger plc | Tel: 020 7795 4700 |
| Andrew Cunningham, Chief Executive | |
| Peter Couch, Chief Operating Officer | |
| Dave Butler, Director, Corporate Affairs
| |
| J.P. Morgan Cazenove, Financial Adviser to Grainger | Tel: 020 7588 2828 |
| Robert Fowlds | |
| Bronson Albery
| |
| Financial Dynamics, Financial PR to Grainger | Tel: 020 7831 3113 |
| Stephanie Highett | |
| Dido Laurimore | |
| Rachel Drysdale
| |
| Sovereign Reversions plc | Tel: 01234 356300 |
| Graeme Marshall, Chief Executive | |
| Rupert Pearce Gould
| |
| Charles Stanley Securities, Joint Rule 3 Adviser and broker to Sovereign Reversions | Tel: 020 7149 6000 |
| Dugald Carlean | |
| Ben Johnston
| |
| Fairfax I.S. PLC, Joint Rule 3 Adviser to Sovereign Reversions | Tel: 020 7598 5368 |
| David Floyd | |
| Andrew Cox
| |
| Wriglesworth Consultancy, Financial PR to Sovereign Reversions | |
| Mark Baker | Tel: 07980 635 243 |
| Tom Urpeth | Tel: 020 7427 1400 |
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1 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 pm (UK time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (UK 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 City Code, any person who is, or becomes, interested in 1 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 pm (UK 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 of 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.
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).
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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following websites: www.sovereign-reversions.co.uk and www.graingerplc.co.uk.
J.P. Morgan Cazenove is a marketing name for the UK investment banking business of J.P. Morgan plc and its associated companies. J.P. Morgan Cazenove is acting exclusively for Grainger and no one else in connection with the possible Transaction and will not be responsible to anyone other than Grainger for providing the protections afforded to customers of J.P. Morgan Cazenove or for providing advice in relation to the possible Transaction or any other matter referred to herein.
Brewin Dolphin Investment Banking acts as joint broker to Grainger.
Charles Stanley Securities, a division of Charles Stanley & Co Limited is acting exclusively for Sovereign Reversions and no one else in connection with the possible Transaction and will not be responsible to anyone other than Sovereign Reversions for providing the protections afforded to customers of Charles Stanley Securities or for providing advice in relation to the possible Transaction or any other matter referred to herein.
Fairfax I.S. PLC is acting exclusively for Sovereign Reversions and no one else in connection with the possible Transaction and will not be responsible to anyone other than Sovereign Reversions for providing the protections afforded to customers of Fairfax I.S. PLC or for providing advice in relation to the possible Transaction or any other matter referred to herein.