Posting of Scheme Document

 

TIDMAKG 
 
RNS Number : 6448K 
Astek Group PLC 
22 April 2010 
 
Not for release, publication or distribution, in whole or in part, in, directly 
or indirectly, or into or from any jurisdiction where to do so would constitute 
a violation of the relevant laws of such jurisdiction 
 
22 April 2010 
 
  Recommended proposal for the Return of Cash to Shareholders and the Capital 
  Reduction by Astek Group plc ("Astek" or the "Company") to be implemented by 
                        means of a Scheme of Arrangement 
 
                           POSTING OF SCHEME DOCUMENT 
 
On 15 April 2010, the Independent Directors of the Company announced that they 
had reached agreement with the Management Shareholders on the terms of a scheme 
of arrangement, which would provide for the return of cash to Independent 
Shareholders and the transfer of control of the Company to the Management 
Shareholders with the transaction being financed by a loan from Alan Julian 
Segal. 
 
Capitalised terms used in this announcement shall have the same meaning as 
ascribed in the announcement dated 15 April 2010 unless the context otherwise 
requires. 
 
The board of Astek is pleased to announce that the scheme document (the "Scheme 
Document") containing, inter alia, the terms and conditions of the Scheme, an 
explanatory statement (in compliance with section 897 of the 2006 Act), notices 
of the Court Meeting and General Meeting of Astek, a timetable of principal 
events, and details of the actions to be taken by Astek Shareholders will be 
posted to all Astek Shareholders on 23 April 2010. 
 
As described in the Scheme Document, the Scheme and the Proposals are subject to 
the satisfaction (or, where applicable, waiver) of the Conditions set out in 
Part III of the Scheme Document. In addition, the implementation of the Scheme 
will require approval by a special resolution of Astek Shareholders to be 
proposed at the General Meeting. In order to become effective, the Scheme must 
be approved by Scheme Shareholders at the Court Meeting (at which voting will be 
conducted by way of a poll). The approval required at the Court Meeting is a 
majority in number of those Scheme Shareholders present and voting, whether in 
person or by proxy, representing not less than 75 per cent. in value of the 
Scheme Shares held by such Scheme Shareholders. 
 
The expected timetable of principal events is: 
 
+------------------------------------------+------------------+ 
| Event                                    | Time and/or date | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| Latest time for lodging blue Forms of    |    10.00 a.m. 17 | 
| Proxy for the                            |        May 2010| | 
| Court Meeting (Independent Shareholders  |                  | 
| only)                                    |                  | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| Latest time for lodging white Forms of   |    10.20 a.m. 17 | 
| Proxy for the                            |         May 2010 | 
| General Meeting                          |                  | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| Voting Record Time (see note 3 below)    | 6.00 p.m. 17 May | 
|                                          |             2010 | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| Court Meeting                            |    10.00 a.m. 19 | 
|                                          |         May 2010 | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| General Meeting                          |    10.20 a.m. 19 | 
|                                          |         May 2010 | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| Last day of dealings in, and             |      7 June 2010 | 
| registration of transfers of, Astek      |                  | 
| Shares and Warrants                      |                  | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| Scheme Record Time                       | 6.00 p.m. 7 June | 
|                                          |             2010 | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| Astek Shares suspended and Court Hearing |      8 June 2010 | 
| to sanction the Scheme and confirm the   |                  | 
| Capital Reduction                        |                  | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| Scheme Effective Date                    |      8 June 2010 | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| Delisting of Astek Shares and Warrants   |      9 June 2010 | 
+------------------------------------------+------------------+ 
|                                          |                  | 
| Latest date for despatch of Cash         |   Within 14 days | 
| Consideration due under the              |    of the Scheme | 
| Scheme                                   |   Effective Date | 
+------------------------------------------+------------------+ 
 
1.        The dates and times above are indicative only and will depend, inter 
alia, on the date on which: (i) the Conditions are either satisfied or waived 
(to the extent they are capable of being waived); (ii) the Court sanctions the 
Scheme and confirms the associated Capital Reduction; and (iii) the Capital 
Reduction is registered by the Registrar of Companies in England and Wales. If 
any of the expected dates change, Astek will give adequate notice of any change 
by issuing an announcement through a Regulatory Information Service. 
2.        The blue Form of Proxy for the Court Meeting may alternatively be 
handed to Astek's Registrars on behalf of the Chairman of the Court Meeting at 
the start of the Court Meeting. 
3.        If any of the Meetings are adjourned by more than 48 hours, then the 
Voting Record Time for the reconvened Meeting will be 6.00 p.m. on the day which 
is two days before such reconvened Meeting. 
4.        If the Court Meeting has not been concluded or adjourned prior to the 
scheduled commencement of the General Meeting, the commencement of the General 
Meeting will be delayed until the Court Meeting has been concluded or adjourned. 
|         If the blue Form of Proxy for use at the Court Meeting is not returned 
by 10.00 a.m. on 17 May 2010, it may be handed to Astek's Registrars on behalf 
of the Chairman of the Court Meeting at the start of the meeting. 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement and 
the Scheme Document will be published on Astek's website at www.astekgroup.co.uk 
and copies of the Scheme Document will be available from the offices of Berg 
Legal, 35 Peter Street, Manchester M2 5BG. 
 
Enquiries: 
 
+---------------------------------------------------------+-----------------+ 
| Astek Group plc                           0161 942 3900 |                 | 
| Stephen Blank (Chairman)                                |                 | 
| Alan Segal (Chief Executive Officer)                    |                 | 
| Zeus Capital Limited                      0161 831 1512 |                 | 
| Alex Clarkson                                           |                 | 
| Tom Rowley                                              |                 | 
|                                                         |                 | 
+---------------------------------------------------------+-----------------+ 
|                                                         |                 | 
+---------------------------------------------------------+-----------------+ 
Zeus Capital Limited, which is authorised and regulated by the Financial 
Services Authority in the United Kingdom, is acting exclusively for Astek and no 
one else in relation to the Scheme and the Proposals and will not be responsible 
to anyone other than Astek for providing the protections afforded to clients of 
Zeus Capital Limited nor for providing advice in relation to the contents of the 
Announcement or the Scheme or Proposals referred to herein. 
 
The distribution of this Announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction other than the UK should inform themselves about, and observe any 
applicable requirements. This Announcement has been prepared for the purpose of 
complying with English law and the City Code and the information disclosed may 
not be the same as that which would have been disclosed if this Announcement had 
been prepared in accordance with the laws of jurisdictions outside the UK. 
 
This Announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities or a solicitation of an offer to buy 
any securities pursuant to this Announcement or otherwise in any jurisdiction in 
which such offer or solicitation is unlawful. 
 
Disclosure Requirements of the Takeover Code (the "Code") 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or is likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. 
 
An Opening Position Disclosure must contain details of the person's interests 
and short positions in, and rights to subscribe for, any relevant securities of 
each of (i) the offeree company and (ii) any paper offeror(s). An Opening 
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no 
later than 3.30 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(London time) on the 10th business day following the announcement in which any 
paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper offeror prior to the deadline 
for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper offeror. A Dealing Disclosure 
must contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of (i) the offeree company and (ii) any paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8. A Dealing Disclosure 
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 
(London time) on the business day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by any 
offeror and Dealing Disclosures must also be made by the offeree company, by any 
offeror and by any persons acting in concert with any of them (see Rules 8.1, 
8.2 and 8.4). 
 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on [phone]. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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