Posting of Scheme Document

30 Mar 2007 15:59

Avesco PLC30 March 2007 Not for release, publication or distribution in or into the United States, Australia, Canada or Japan Avesco Plc ("Avesco" or "the Company") Posting of the Scheme Document On 29 March 2007, InvestinMedia plc ("InvestinMedia") announced that terms hadbeen agreed with the Company of a recommended nil-premium merger of Avesco andInvestinMedia ("the Merger"). The Merger is to be effected by way of a courtsanctioned scheme of arrangement (the "Scheme") under section 425 of theCompanies Act. The Board of Avesco is pleased to announce that the scheme document (the"'Scheme Document") which sets out, amongst other things, the full terms andconditions of the Scheme and an explanatory statement (pursuant to section 426of the Companies Act) is being posted to Avesco Shareholders today. The Court Meeting and the Extraordinary General Meeting ("EGM") to approve theScheme are scheduled to be held on 25 April 2007. Notices of the Court Meetingand the EGM are contained in the Scheme Document. Commenting on the proposed Merger, Ian Martin, Chairman of Avesco and ChiefExecutive designate of the Enlarged Group said: "This is an excitingopportunity for shareholders in both companies to benefit from combining theinternational media services businesses of Avesco with the financial resourcesof InvestinMedia." Copies of the Scheme Document and the InvestinMedia Admission Document areavailable for inspection at the offices of Norton Rose, Kempson House, CamomileStreet, London EC3A 7AN prior to the Scheme becoming effective and also on the Company's website at www.avesco.co.uk . Unless the context otherwise requires, terms defined in the Scheme Document havethe same meaning in this announcement. Enquiries: Avesco Plc 01293 583400 Ian Martin (Chairman)John Christmas (Finance Director) KBC Peel Hunt 020 7418 8900(Rule 3 Adviser and Nominated Adviser) Julian Blunt The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore anypersons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicablerequirements. This announcement has been prepared for the purposes of complyingwith English law and the City Code and the information disclosed may not be thesame as that which would have been disclosed if this announcement had beenprepared in accordance with the laws of jurisdictions outside of England. TheTransaction will be subject to the applicable rules and regulations of theLondon Stock Exchange and the City Code. This announcement does not constitute an offer to sell or invitation to purchaseany securities or the solicitation of any vote or approval in any jurisdiction.Avesco Shareholders are advised to read carefully the formal documentation inrelation to the Transaction once it has been despatched. Securities may not be offered or sold in the United States unless they areregistered under the Securities Act 1933 or are exempt from such registrationrequirements. The New InvestinMedia Shares to be issued to Avesco Shareholderswill not be and are not required to be registered under the Securities Act inreliance upon the exemption from the registration requirements of the SecuritiesAct provided by section 3(a)(10) of that Act based on Court approval of theScheme. The directors of Avesco accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the directors ofAvesco (who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. This information is provided by RNS The company news service from the London Stock Exchange