SIR.L Regulatory News (SIR)

21 May 2007 14:40

Sirius Financial Solutions PLC21 May 2007 Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where it would be unlawful to do so 21 May 2007 SIRIUS FINANCIAL SOLUTIONS PLC RECOMMENDED PROPOSALS FOR THE CASH AND SHARE ACQUISITION OF SIRIUS FINANCIAL SOLUTIONS PLC ("SIRIUS) BY SSP HOLDINGS PLC ("SSP") On 8 May 2007 the boards of SSP and Sirius announced that they had reachedagreement on the terms of recommended Proposals for the cash and shareacquisition of Sirius by SSP. The Proposals are to be effected by means of ascheme of arrangement under section 425 of the Companies Act. Sirius and SSP announce that Sirius is today posting a circular to SiriusShareholders (the "Scheme Document") containing, inter alia, the terms of theScheme, notices convening the requisite court and shareholder meetings anddetails of the action to be taken by Sirius Shareholders. As described in the Scheme Document, to become Effective, the Scheme willrequire, amongst other things, the approval at the Scheme Meeting, convened for9:30 a.m. on 14 June 2007, of a majority in number of the Scheme Shareholderspresent and voting, either in person or by proxy, representing 75 per cent. ormore in value of the Scheme Shares voted and the passing of the specialresolutions necessary to implement the Scheme by Sirius Shareholders at theSirius Extraordinary General Meeting, convened for 9:45 a.m. on the same day (oras soon thereafter as the Scheme Meeting has concluded or been adjourned). Bothmeetings will be held at the offices of DLA Piper UK LLP, Victoria Square House,Victoria Square, Birmingham B2 4DL. Subsequently, the Scheme must also besanctioned by the Court and the associated Reduction of Capital must beconfirmed by the Court. As stated in the Scheme Document, prior to the Scheme becoming Effective, Siriuswill make an application to the London Stock Exchange for the cancellation ofthe admission of its shares to trading on AIM. It is anticipated that thecancellation of admission will be effected as follows: Scheme Record Time 6:00 p.m. on 6 July 2007 Suspension of trading in Sirius Shares on AIM Close of business on 6 July 2007 Effective Date of the Scheme 9 July 2007 Cancellation of admission of Sirius Shares to trading on AIM 7:00 a.m. on 10 July 2007 Commencement of trading on AIM of New SSP Shares issued as part 8:00 a.m. on 10 July 2007consideration under the terms of the Scheme Capitalised terms used in this announcement have the same meanings as in theScheme Document. Enquiries: SSP Holdings PLC Sirius Financial Solutions PLCTel: +44 (0) 1422 330 022 Tel: +44 (0) 121 779 8400 David Rasche (Executive Chairman) Stephen Verrall (Chairman and Group Chief Executive)Nick Bate (Finance Director) Richard Bowser (Finance Director) Deloitte Corporate Finance Close Brothers (financial adviser to SSP) (financial adviser to Sirius)Tel: +44 (0) 113 243 9021 Tel: +44 (0) 20 7655 3100 Roger Esler Simon WillisSimon Houldsworth James Craven KBC Peel Hunt Brewin Dolphin Securities Limited (nominated adviser and broker to SSP) (nominated adviser and broker to Sirius)Tel: +44 (0) 20 7418 8900 Tel: +44 (0) 121 236 7000 Oliver Scott Ifor WilliamsNicholas Marren Weber Shandwick Financial College Hill (PR adviser to SSP) (PR adviser to Sirius)Tel: +44 (0) 20 7067 0700 Tel: +44 (0) 20 7457 2020 Nick Oborne Adrian DuffieldJohn Moriarty Ben WayCharlie Hooper Copies of the Scheme Document may be obtained from Sirius' registered office at: Sirius Financial Solutions PLC 2500 The Crescent Birmingham Business Park Solihull, West Midlands B37 7YE The Sirius Directors accept responsibility for the information contained in thisannouncement other than the information for which the SSP Directors acceptresponsibility. To the best of the knowledge and belief of the Sirius Directors(who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement for which they accept responsibilityis in accordance with the facts and does not omit anything likely to affect theimport of such information. The SSP Directors accept responsibility for the information contained in thisannouncement relating to the SSP Group, the opinions of SSP, the SSP Directorsand members of their immediate families, related trusts and persons connectedwith them. To the best of the knowledge and belief of the SSP Directors (whohave taken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. Deloitte Corporate Finance is acting for SSP and for no one else in connectionwith the Proposals and will not regard any other person as its client nor beresponsible to anyone other than SSP for providing the protections afforded tothe clients of Deloitte Corporate Finance nor for providing advice in relationto the Proposals or any matter referred to herein. Deloitte Corporate Financeis a division of Deloitte & Touche LLP, which is authorised and regulated by theFinancial Services Authority in respect of regulated activities. KBC Peel Hunt is acting as nominated adviser and broker to SSP in respect of theProposals, and no one else in connection with the Proposals and will not beresponsible to anyone other than SSP for providing the protections afforded tothe clients of KBC Peel Hunt nor for providing advice in relation to theProposals or any other matter referred to herein. Close Brothers, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Sirius and no one elsein connection with the Proposals and will not be responsible to anyone otherthan Sirius for providing the protections afforded to the clients of CloseBrothers nor for providing advice in relation to the Proposals or any othermatter referred to herein. Brewin Dolphin Securities Limited is acting as nominated adviser and broker toSirius in respect of the Proposals, and no one else in connection with theProposals and will not be responsible to anyone other than Sirius for providingthe protections afforded to the clients of Brewin Dolphin Securities Limited norfor providing advice in relation to the Proposals or any other matter referredto herein. This information is provided by RNS The company news service from the London Stock Exchange