Novae Group Regulatory News (NVA)

24 Apr 2006 14:15

SVB Holdings PLC24 April 2006 SVB Holdings PLC24 April 2006 SVB Holdings PLC ("SVB") Results of Court Meeting and Extraordinary General Meeting The Board of SVB is pleased to announce that, at the Court Meeting convened byan order made on 27 March 2006 by the High Court of Justice of England and Wales(the "High Court") and held earlier today, the proposed scheme of arrangementintroducing a new listed holding company, Novae Group plc, under section 425 ofthe Companies Act 1985 (the "Scheme") was approved by the requisite majority.Details of the Scheme are set out in the Scheme Circular posted to SVBShareholders on 28 March 2006 (the "Scheme Circular"). At the subsequent Extraordinary General Meeting of SVB, also held earlier today,special resolutions facilitating the implementation of the Scheme and otherrelated matters were passed by the requisite majority. The special resolutionsare set out in the notice of the meeting contained in the Scheme Circular. Subject to the Board being satisfied that a number of conditions set out in theScheme Circular are met and that the Scheme remains in the best interests of SVBShareholders as a whole, sanction of the Scheme by the High Court will be soughton 17 May 2006. The Scheme Effective Date is therefore expected to be 18 May 2006. Subject to the satisfaction of all conditions relating to the Scheme, includingthe sanction of the High Court, and subject to the admission to listing of thenew ordinary shares in Novae Group plc, dealings in Novae Ordinary Shares areexpected to commence on 18 May 2006. It is expected that SVB Ordinary Shareswill be delisted on the same day. A copy of the special resolutions passed at the extraordinary General Meeting isavailable for inspection at the UK Listing Authority's Document Viewing Facilitysituated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Unless the context otherwise requires, terms defined in the Scheme Circular havethe same meaning in this announcement. Enquiries: SVB 020 7903 7300Matthew FoshOliver Corbett Hoare Govett Limited 020 7678 8000Sponsor, Financial Adviser, Broker and UnderwriterJohn MacGowanBob CowdellStephen Bowler M: Communications 020 7153 1539Nick Miles OTHER INFORMATION The directors of SVB accept responsibility for the information contained in thisannouncement and, to the best of their knowledge and belief (having takenreasonable care to ensure that such is the case), the information contained inthis announcement is in accordance with the facts and does not omit anythinglikely to affect the import of such information. Hoare Govett Limited, which is authorised and regulated in the UK by theFinancial Services Authority, is acting exclusively for SVB and Novae inconnection with the Scheme and for no-one else and will not be responsible toanyone other than SVB and Novae for providing the protections afforded to theirrespective clients, for the contents of this announcement, or for providingadvice in relation to the Scheme. Securities may not be offered or sold in the United States unless they areregistered under the US Securities Act of 1933, as amended, or exempt from suchregistration. The Novae Ordinary Shares have not been, nor will be, and are notrequired to be, registered with the US Securities and Exchange Commission underthat Act, in reliance on the exemption provided by section 3(a)(10) thereof. USshareholders who are affiliates (within the meaning of the US Securities Act of1933) of SVB or Novae before implementation of the Scheme or are affiliates ofNovae after the implementation of the Scheme will be subject to timing, mannerof sale and volume restrictions on the sale of Novae Ordinary Shares received inconnection with the Scheme under rule 145(d) of that Act. This information is provided by RNS The company news service from the London Stock Exchange