MXCP.L Regulatory News (MXCP)

18 Feb 2009 13:10

Broca plc

18 February 2009

Posting of Scheme Document, Cancellation of Trading on AIM, Annual Report and Accounts and Notice of Annual General Meeting

Posting of Scheme Document

Broca plc ("Broca" or the "Company") announces that, further to the announcement of 5 February 2009 regarding the proposed acquisition of the entire issued ordinary share capital of Broca by 2 ergo Group plc, the Scheme Document has been posted to shareholders today. 

A copy of the Scheme Document is available on the Company's website www.brocaplc.com.

The anticipated timetable of principal events is as follows:

13 March 2009 Annual General Meeting, Court Meeting and General Meeting

3 April 2009 Scheme Court Hearing (to sanction the Scheme)

3 April 2009 Scheme Record Date

7am on 6 April 2009 Suspension of trading on AIM of the Ordinary Shares of Broca

7 April 2009 Reduction Court Hearing (to confirm the reduction of capital)

8 April 2009 Effective Date

7am on 9 April 2009 Cancellation of admission to trading on AIM of the Ordinary Shares of Broca

8am on 9 April 2009 Admission of the New 2 ergo Group plc Shares to trading on AIM

9 April 2009 Expected date for settlement of New 2 ergo Group plc Shares therough CREST

16 April 2009 Latest date for despatch of share certificates for New 2 ergo Group plc Shares

Note:

These times and dates are indicative only and will depend, inter alia, on the dates upon which the Court sanctions the Scheme and confirms the Capital Reduction. If the expected dates of the Court Hearings are changed, Broca will make a further announcement as required.

The Court Meeting and General Meeting, to be held under the Scheme, will be held at the offices of Halliwells LLP, 3 Hardman Square, Spinningfields, Manchester, M3 3EB on 13 March 2009. The Court Meeting will commence at 11.00am and the General Meeting will commence at 11.15 am (or as soon thereafter as the Court Meeting has concluded or adjourned).

Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Scheme Document.

Cancellation of Trading on AIM

Should the Scheme Shareholders approve the Resolutions at the Court Meeting and General Meeting, the Company will become a 100% subsidiary of 2 ergo Group plc and application will be made to the London Stock Exchange for the cancellation of the Company's Ordinary Shares from admission to trading on AIM. Based on the current timetable (as set out above), cancellation of the Ordinary Shares from trading on AIM is expected to occur at 7.00 a.m. on 9 April 2009.

Annual Report and Accounts

The Company announces that the annual report of the Company for the year ended 31 August 2008 has been posted to shareholders today. A copy of the annual report and accounts is available on the Company's website  www.brocaplc.com.

Notice of Annual General Meeting

Notice is hereby given that the 2009 Annual General Meeting ("AGM") of Broca plc will be held at the offices of Halliwells LLP, 3 Hardman Square, Spinningfields, Manchester M3 3EB on 13 March 2009 at 10.00am.

The notice of AGM has been posted to the Broca shareholders and the full version of the notice is available on the Company's website www.brocaplc.com

For further information contact:

Ian Price - Managing Director

Broca Plc

Tel: 0845 0066661

Fiona Owen

Grant Thornton UK LLP

Nominated Adviser and Financial Adviser

Tel: 020 7383 5100

Claire Palmer/Mark Ling

Littlejohn

Tel: 020 7516 2200

The Directors accept responsibility for the information contained in this announcement. To the best of knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This announcement is for information purposes only and does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisiton is made. This announcement does not constitute a prospectus or prospectus equivalent document.

Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for 2 ergo and no-one else in connection with the Acquisition and will not be responsible to anyone other than 2 ergo for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Acquisition, the content of this announcement, or any matter referred to herein. Numis is 2 ergo's nominated adviser for the purposes of the AIM Rules and as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to 2 ergo or any 2 ergo Director or any other entity or person.

RSM Bentley Jennison, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for 2 ergo and no one else in connection with the Acquisition and will not be responsible to anyone other than 2 ergo for providing the protections afforded to clients of RSM Bentley Jennison nor for providing advice in relation to the Acquisition, the contents of this announcement, or any matter referred to herein. 

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Broca and no-one else in connection with the Acquisition and will not be responsible to anyone other than Broca for providing the protections afforded to clients of Grant Thornton UK LLP nor for providing advice in relation to the Acquisition, the content of this announcement, or any matter referred to herein. Grant Thornton UK LLP is Broca's nominated adviser for the purposes of the AIM Rules and as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to Broca or any Director or any other entity or person.

Littlejohn is acting exclusively for Broca and no-one else in connection with the Acquisition and will not be responsible to anyone other than Broca for providing the protections afforded to clients of Littlejohn nor for providing advice in relation to the Acquisition, the contents of this announcement or any matter referred to herein.

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 United Kingdom. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

No listing authority or equivalent has reviewed, approved or disapproved of this announcement or any of the proposals described herein.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Broca or 2 ergo, all dealings in any "relevant securities" of that company (including by means of an option in respect of, or a "derivative" referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the business day following the date of the relevant transaction. This requirement will continue until the Effective Date or until the date on which the Scheme lapses or is otherwise withdrawn or on which the "Offer Period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Broca or 2 ergo, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of 2 ergo or Broca by 2 ergo or Broca or by any of their respective "associates" must also be disclosed by no later than 12.00 noon (London time) on the business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" dealings should be disclosed and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.