8 Apr 2009 11:06
8 April 2009
Broca plc
("Broca" or the "Company")
Scheme of Arrangement becomes Effective
The Broca Board is pleased to announce that the Scheme to effect the recommended acquisition by 2 ergo of the entire issued and to be issued share capital of Broca has become Effective today
Cancellation from AIM
Dealings in Ordinary Shares on AIM were suspended as from 7:00 a.m. on 6 April 2009. Cancellation of admission to trading on AIM of the Ordinary Shares will take place at 7:00 a.m. on 9 April 2009.
The expected timing of principal events in respect of the implementation of the Scheme of Arrangement is as follows:
7:00 am on 9 April 2009 Cancellation of admission to trading on AIM of the Ordinary Shares 8:00 am on 9 April 2009 Admission of the New 2 ergo Shares to trading on AIM9 April 2009 Expected date for settlement of New 2 ergo Shares through CREST16 April 2009 Latest date for despatch of share certificates for New 2 ergo Shares
All references to times in this announcement are to London times.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document dated 18 February 2009 in relation to the Scheme.
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.