Last checked at 22 Jun 2011 11:59
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
22 June 2011
IDEAL SHOPPING DIRECT PLC
RECOMMENDED CASH OFFER BY BIDCO FOR IDEAL SHOPPING DIRECT PLC
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
SCHEME EFFECTIVE
On 20 April 2011 the board of Cuba Bidco Limited ("Bidco") and the board of Ideal Shopping Direct Plc (the "Company") announced that they had reached agreement on the terms of a recommended cash offer by Bidco to acquire the entire issued share capital of the Company, to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme of Arrangement" or the "Scheme"). A scheme circular proposing the Scheme of Arrangement (the "Scheme Document") was posted to the Company Shareholders on 6 May 2011. Unless otherwise stated, defined terms shall have the meaning given to them in the Scheme Document.
On 31 May 2011, the Company announced that, at the Court Meeting and the General Meeting, all the resolutions required to approve the Scheme were passed by the requisite majorities.
On 21 June 2011 at the Court Sanction Hearing, the Court sanctioned the Scheme and confirmed the capital reduction required by the Scheme.
The Scheme has now become fully operative in accordance with its terms following delivery to the Registrar of Companies of the Reduction Court Order and the related statement of the Company's share capital.
Cancellation of admission of the Company's Shares from AIM will take effect from 7.00 a.m. on 23 June 2011.
Settlement of the consideration to which any Cuba Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme and will be despatched by not later than 6 July 2011.
Enquiries
For further information please contact:
Bidco |
| Tel: +44 (0)20 7487 9888 |
John Hartz |
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Tim Smallbone |
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DC Advisory Partners Limited (financial adviser to Bidco) |
| Tel: +44 (0)20 7856 0999 |
Henry Wells |
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Richard Pulford |
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ISD |
| Tel: +44 (0)1733 316203 |
Paul Wright |
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Valerie Kaye |
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Graham Cole |
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Rothschild (financial adviser to ISD) |
| Tel: +44 (0)161 827 3800 |
Andrew Thomas Bod Buckby |
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Fairfax I.S. PLC (nominated advisor and broker to ISD) |
| Tel: +44 (0)20 7598 5368 |
Simon Bennett |
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Ewan Leggat |
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Laura Littley |
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DC Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Bidco and no one else in connection with the Proposal and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of DC Advisory Partners Limited nor for providing advice in relation to the Proposal, the Scheme, or any transaction or arrangement referred to in this announcement.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ISD and no one else in connection with the Proposal and will not be responsible to anyone other than ISD for providing the protections afforded to customers of Rothschild nor for providing advice in relation to the Proposal, the Scheme or any transaction or arrangement referred to in this announcement.
This announcement is not intended to, and does not, constitute or form part of any offer to sell or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposal or otherwise. The Proposal has been made solely through the Scheme Document, which contains the full terms and conditions of the Proposal. Any response to the Proposal should be made only on the basis of the information in the Scheme Document.
The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Takeover 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 England.
Unless otherwise determined by Bidco, copies of this announcement and any other documentation relating to the Proposal (including, without limitation, the Scheme Document and the Forms of Proxy) are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or the Forms of Proxy (if applicable) and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the SEC nor any US state securities commission has approved or disapproved the Proposal or passed upon the adequacy or completeness of this announcement or any other documentation relating to the Proposal (including, without limitation, the Scheme Document and the Forms of Proxy). Any representation to the contrary is a criminal offence.