RDL.L Regulatory News (RDL)

25 Oct 2007 07:00

Redline Communications Group Inc. 25 October 2007 Immediate Release 25 October 2007 NOT FOR DISTRIBUTION IN THE UNITED STATES Redline Communications, Inc. ("Redline" or the "Company") Redline Communications Inc Announces Reorganisation, Placing and Listing on the TSX MARKHAM, ON and LONDON, UK - 25 October 2007 - Redline (AIM: REDL), a leading provider of standards-based WiMAX and broadband wireless infrastructure products, announced today that its corporate reorganization will be completed immediately prior to the proposed listing on the Toronto Stock Exchange ("TSX") and admission to trading on the AIM market of the London Stock Exchange plc (" AIM") of the newly-formed holding company, Redline Communications Group Inc ("RCG"), at 9.30am (EST)/2.30pm (BST) on Wednesday, October 25, 2007. The reorganization, announced on 26 September 2007, will result in the Redline Communications Inc.("RCI") becoming a wholly-owned subsidiary of RCG. From the commencement of trading at 9.30 am (EST)/2.30pm (BST) on October 25, 2007, the shares of RCG will trade under the symbol 'RDL' on both TSX and AIM, and have been assigned a new ISIN number, which is set forth below: RDL (previously REDL) ISIN CA7576371032 CUSIP: 757637103 Shares of RCI, which traded under the symbol 'REDL' on the AIM market, will be cancelled from 8.00am (BST) on 25 October 2007. In conjunction with the reorganization and TSX listing, RCG has conducted a placing of CDN$40.0 million (£20.1 million) comprising of 6,155,000 common shares of no par value at a price of $6.50 (£3.27) per share of which 4,625,000 were from treasury and 1,530,000 were secondary, which is to close prior to the TSX listing and AIM admission. Following stockholder approval, which was disclosed following the companies shareholder meeting on October 17, 2007, and subject to the listing of RCG on the TSX and the contemporaneous AIM admission, holders of the common stock of the Company who did not elect otherwise will receive, at a ratio of one Company share for 0.25 common shares of shares of class B common stock in the surviving entity, that will be automatically redeemed by Redline for the same number of shares in RCG in connection with the TSX listing and AIM admission. In addition and contemporaneously, holders of the common stock of Redline who so elected will receive at a ratio of one Company share for 0.25 common shares of the surviving company, a class of stock which are redeemable at the option of the holder at any time after the TSX listing and AIM admission for common shares of RCG. The reorganisation will be accomplished by a merger of a wholly-owned acquisition vehicle with and into the Company pursuant to the Delaware General Corporation Law. For further details: Redline Communications Buchanan Communications Tom Hearne, Chief Financial Officer Jeremy Garcia / James Strong / Bobby Morse Carolyn Anderson, Communications jeremyg@buchanan.uk.com Director canderson@redlinecommunications.com Tel: +44 (0)20 7466 5000 Tel: + 1 905 479 8344 Canaccord Adams Chris Bowman/Andrew Chubb Tel: +44 (0)20 7050 6500 This press release does not constitute an offer to sell or a solicitation of an offer to sell common shares of Redline in the United States. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ''U.S. Securities Act'') or any state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to an exemption therefrom. Forward-Looking Statements Any forward-looking statements in this press release are based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results may differ materially from projections suggested in any forward-looking statements due to a number of risks including those associated with the business of Redline, the proposed offering and regulatory matters. Redline assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties are contained in RCG's (preliminary) prospectus filed with the Canadian securities regulatory authorities, available at www.sedar.com. NOTE: All registered and unregistered trademarks mentioned in this release are the property of their respective owners. This information is provided by RNS The company news service from the London Stock Exchange