Trifast Regulatory News (TRI)

21 Sep 2005 15:09

Trifast PLC21 September 2005 Issued by Citigate Dewe Rogerson Ltd, BirminghamDate: Wednesday, 21 September 2005 IMMEDIATE RELEASE Trifast plc Notice of Extraordinary General Meeting, Circular relating to the proposed acquisition by Trifast plc of Serco Ryan Limited and summary timetable of principal events Extraordinary General MeetingFurther to the announcement on 20 September 2005 regarding the acquisition ofSerco Ryan Limited and the Placing and Open Offer, Trifast plc (the "Company")confirms that a Circular (incorporating a prospectus) has today been sent toShareholders, which inter alia, contains a notice convening an ExtraordinaryGeneral Meeting of the Company (to be held at Trifast House, Bellbrook Park,Uckfield, East Sussex TN22 1QW at 11.00 a.m. on 13 October 2005) to approve theAcquisition and certain amendments to the Company's articles of association. A copy of the Circular has been filed with the Financial Services Authority andis available for inspection at the offices of the Company (at Trifast House,Bellbrook Park, Uckfield, East Sussex TN22 1QW), at the offices of ArdenPartners Limited (at Nicholas House, 3 Lawrence Pountney Hill, London EC4R 0EU),the offices of Charles Russell LLP (at 8-10 New Fetter Lane, London EC4A 1RS)and at the Financial Services Authority's document viewing facility (at 15 TheNorth Colonnade, Canary Wharf, London E14 5HS). Summary timetable of principal eventsSet out below is the summary timetable of principal events in relation to theAcquisition and the Placing and Open Offer: 2005Latest time and date for receipt of Forms of Proxy for the EGM 11.00 a.m. on 11 October Latest time and date for receipt of completedApplication Forms and payment in full under theOpen Offer or settlement of relevantCREST instructions (as appropriate) 11.00 a.m. on 12 October Extraordinary General Meeting 11.00 a.m. on 13 October Completion of the Acquisition(subject only to escrow arrangements) 13 October Dealings in Placing and Open Offer Shares commence 8.00 a.m. on 17 October CREST stock accounts credited with Placing andOpen Offer Shares in uncertified form 17 October Share certificates for Placing and Open Offer Sharesin certified form despatched by 31 October Each of the times and dates in the above timetable may be subject to change. Enquiries:Trifast plc Citigate Dewe RogersonJim Barker, Chief Executive Fiona TooleyStuart Lawson, Group Finance Director Tel: +44(0)121 455 8370Tel: +44 (0)1825 747200 Mobile: +44 (0)7785 703523Website: www.trifast.com N M Rothschild & Sons Limited Ravi Gupta Tel: +44 (0)20 7280 5000 Arden Partners Limited Richard Day Tel: +44 (0)20 7398 1632 This announcement has been approved for the purposes of Section 21 of theFinancial Services and Markets Act 2000 by N M Rothschild & Sons Limited. N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for Trifastplc in connection with the Acquisition and is neither advising nor treating as aclient any other person and will not be responsible to anyone other than Trifastplc for providing the protections afforded to clients of N M Rothschild & SonsLimited nor for providing advice in relation to the Acquisition. Arden Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for Trifast plc inconnection with the Placing and Open Offer. Arden Partners Limited will not beresponsible to anyone other than Trifast plc for providing the protectionsoffered to clients of Arden Partners Limited nor for providing advice inrelation to the Placing and Open Offer. Neither the Placing nor the Open Offer is being made, directly or indirectly, inor into, or by use of the mails, or by any means or instrumentality (including,without limitation, facsimile transmission, internet, email, telex or telephone)of interstate or foreign commerce, or of any facility of a national securitiesexchange, of the United States, Canada, Australia, Japan or the Republic ofIreland and neither can be accepted by any such use, means instrumentality orfacility or from within the United States, Canada, Australia, Japan or theRepublic of Ireland. Neither the Placing nor the Open Offer constitutes an offer of securities forsale, or the solicitation of an offer to buy securities in the United States andthe new Ordinary Shares to be issued pursuant to the Placing and the Open Offerhave not been and will not be registered under the United States Securities Actof 1933, or under the laws of any state, district or other jurisdiction of theUnited States or of Canada, Australia, Japan or the Republic of Ireland and noregulatory clearances in respect of new Ordinary Shares have been or will be,applied for in any jurisdiction. Accordingly, unless an exemption under the USSecurities Act of 1933 or other relevant securities laws is applicable, the newOrdinary Shares are not being, and may not be offered, sold, resold, deliveredor distributed, directly or indirectly, in or into the United States or Canada,Australia, Japan or the Republic of Ireland or to, or for the account or benefitof, any US person or person resident in Canada, Australia, Japan or the Republicof Ireland. This information is provided by RNS The company news service from the London Stock Exchange