Scheme Effective

 

TIDMAKG 
 
RNS Number : 2799N 
Astek Group PLC 
08 June 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 
 
8 June 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 (the "Scheme") 
 
                                Scheme Effective 
 
The Company is pleased to announce that, at a Court Hearing held earlier today, 
the first of the two Court hearings required as part of the Scheme, the Court 
sanctioned the Scheme. The Company is also pleased to announce that at a 
subsequent Court Hearing held today, the Court confirmed the reduction of the 
share capital of Astek to be effected by the cancellation of the Scheme Shares 
and of the Company's share premium account as provided for by the Scheme. 
Accordingly, following delivery to the Registrar of Companies of the Order the 
Court sanctioning the Scheme and confirming the Capital Reduction, and the 
Capital Reduction having been registered by the Register of Companies, the 
Scheme has now become effective and fully operative in accordance with its 
terms. 
 
Cancellation of the Astek Shares and the Warrants from trading on AIM will be 
effective from 7.00 a.m. on 9 June 2010. 
 
The Cash Consideration payable to the Scheme Shareholders pursuant to the Scheme 
is expected be dispatched on or prior to 22 June 2010. 
 
Terms defined in the Scheme Document dated 22 April 2010 have the same meaning 
in this announcement, save where the context otherwise requires. 
 
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. 
 
 
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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