RAV.L Regulatory News (RAV)

22 May 2009 07:00



Not for release, publication or distribution, in whole or in part, in, into or from any prohibited territory or jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction

22 May 2009

RAVEN RUSSIA LIMITED ("Raven Russia")

New Preference Shares and New Warrants - Listing and Dealings

Recommended Offer for Raven Mount Group plc ("Raven Mount") declared unconditional in all respects 

Raven Russia announces today the admission of 64,437,795 New Preference Shares and of 64,437,795 New Warrants to trading on the AIM Market of London Stock Exchange ("AIM") and the commencement of unconditional dealings in those New Preference Shares and New Warrants. These New Preference Shares and New Warrants are issued in respect of the 104,914,658 valid acceptances of the Offer received up to and including 15 May 2009, which represents 91.71 per cent. of the existing issued share capital of Raven Mount (including 5,728,729 Raven Mount Shares which are held in treasury).

The New Preference Shares admitted today will trade under the new ticker "RUP2" ("RUP2 Preference Shares"). The ISIN code for the RUP2 Preference Shares is GG00B4XDVJ94. 

The first dividend payment on all Preference Shares will be made, in accordance with their terms, on 30 June 2009 in respect of the period from the date of issue of the relevant Preference Shares to (but excluding) 30 June 2009 and shall be calculated in each case on a pro rata basis from such issue date. As a result the RUP2 Preference Shares are identical in all respects to the Preference Shares admitted to trading on 25 March 2009, following the Placing, which are trading under the ticker "RUSP" ("RUSP Preference Shares"), except for differing entitlements to the first dividend. The issue date for the RUSP Preference Shares is 25 March 2009 and for the RUP2 Preference Shares today's date.

On 1 July 2009, all New Preference Shares in issue at that date will trade under the existing "RUSP" ticker and will have the same ISIN code as the existing Preference Shares (GG00BK55K7B92) as all Preference Shares will then be identical in all respects.

The New Warrants admitted to trading today will trade under the existing ticker "RUSW" and will have the same ISIN code as the existing Warrants (GG00B55K7758).

The current number of Preference Shares trading under the ticker "RUSP" is 76,155,000.

The number of New Preference Shares trading under the ticker "RUP2" will be 64,437,795.

The total number of Warrants in issue will be 140,592,795.

Following the Offer today being declared unconditional in all respects by the Board of Raven Russia, the Offer will close on 5 June 2009, being the fourteenth day following the date of this announcement.

Settlement of consideration

Settlement of consideration due under the Offer will be despatched (or, in respect of Raven Mount Shares held in uncertificated form, credited through CREST) today in respect of Raven Mount Shares for which acceptances of the Offer, valid in all respects, were received up to and including 15 May 2009 or, in respect of Raven Mount Shares held in uncertificated form, for which electronic acceptances were made on or before that date. 

Settlement of consideration in respect of valid acceptances received or made after 15 May 2009 will be despatched (or, in respect of Raven Mount Shares held in uncertificated form, credited through CREST) within 14 days of receipt. For the reasons set out above relating to dividends, subsequent issues of New Preference Shares for valid acceptances received after 15 May 2009 will have new ticker(s) and new ISIN(s). Subsequent issues of New Warrants for valid acceptances received after 15 May 2009 will trade under the existing ticker "RUSW" and will have the same ISIN code as the existing Warrants (GG00B55K7758).

Raven Mount Shares in uncertificated form (that is, in CREST)

Where an acceptance relates to Raven Mount Shares in uncertificated form the New Preference Shares and New Warrants to which the accepting Raven Mount Shareholder is entitled will be issued to the shareholder in uncertificated form. Raven Russia will procure that Euroclear is instructed to credit the appropriate stock account in CREST of the Raven Mount Shareholder concerned with the shareholder's entitlement to New Preference Shares and New Warrants. The stock account concerned will be an account under the same participant ID and member account ID as appeared on the TTE instruction concerned.

Raven Russia reserves the right to settle all or any part of the consideration in certificated form, for all or any accepting Raven Mount Shareholder(s), in the manner referred to in the paragraph below, if, for any reason, it wishes to do so.

Raven Mount Shares in certificated form

Where an acceptance relates to Raven Mount Shares in certificated form, the New Preference Shares and New Warrants to which the accepting Raven Mount Shareholder is entitled will be issued in certificated form. Definitive share certificates for the New Preference Shares and the New Warrants will be despatched by first class post.

De-listing of Raven Mount Shares and re-registration as a private company

Raven Mount has applied to the London Stock Exchange for the delisting and the cancellation of trading in Raven Mount Shares on AIM. It is anticipated that such delisting and the cancellation will take effect at 7.00 am on 8 June 2009. Delisting and the cancellation of trading of Raven Mount Shares will significantly reduce the liquidity and marketability of any Raven Mount Shares not acquired by Raven Russia.

It is also intended that, following the delisting and the cancellation of the admission to trading of the Raven Mount Shares on AIM, Raven Mount will be re-registered as a private limited company under the provisions of sections 979 to 982 of the Companies Act 2006.

Further acceptances

Raven Mount Shareholders who wish to accept the Offer, but have not yet done so, are strongly encouraged (in the case of Raven Mount Shares which are not held in CREST) to complete and return a Form of Acceptance or (in the case of Raven Mount Shares held in uncertificated form (that is, held in CREST)) to take the action set out in paragraph 17.2 of the letter from Raven Russia in Part II of the Offer Document, in each case as soon as possible but in any event before 5 June 2009 (the closing date of the Offer).

General

Terms defined in the Offer Document have the same meaning as in this announcement.

The Offer Document can be found on Raven Russia's website: www.ravenrussia.com and Raven Mount's website: www.theravengroup.co.uk.

Enquiries