Court Sanctions Scheme of arrangement (4169A)

TIDMCHS

RNS Number : 4169A

Chrysalis PLC

31 January 2011

Chrysalis plc

31 January 2011

For immediate release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

Recommended Cash Acquisition of

Chrysalis PLC

by

Forte Bidco 1 Limited ("Bidco")

(an indirect wholly-owned subsidiary of BMG RM Investments Luxembourg S.a.r.l.,

a joint venture between Bertelsmann A.G. and certain funds

advised by Kohlberg Kravis Roberts & Co. L.P.)

Court Sanctions Scheme of Arrangement and confirms Reduction of Capital

The board of Chrysalis announces that, in connection with the recommended acquisition of Chrysalis by Forte Bidco 1 Limited, the Court has today sanctioned the Scheme of Arrangement to effect the acquisition and approved the associated reduction of Chrysalis' share capital. The Scheme is expected to become effective on 4 February 2011.

Chrysalis confirms that, as previously announced, the listing of Chrysalis Shares on the Official List and trading of Chrysalis Shares on the main market of the London Stock Exchange has been suspended since 5.00 p.m. on 28 January 2011. It is expected that the listing of the Chrysalis Shares on the Official List and trading of Chrysalis Shares on the main market of the London Stock Exchange will be cancelled at 7.30 a.m. on 4 February 2011.

Bidco may nominate a wholly owned subsidiary of BMG Rights Management GmbH to be the allottee of the new Chrysalis Shares to be issued pursuant to clause 1(B) of the Scheme. If Bidco elects to make such nomination it is envisaged that the allottee will be a newly incorporated English private limited company with the same board of directors as Bidco.

Terms defined in the scheme document published by Chrysalis on 18 December 2010 (the "Scheme Document") shall have the same meaning(s) when used in this announcement. Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Scheme Document.

A copy of this announcement will be available on the Chrysalis website at www.chrysalis.com by no later than 12 noon on 1 February 2011.

Enquiries

BMG Telephone: [phone] Hartwig Masuch (Chief Executive Officer, BMG GmbH) Kay Krafft (Chief Investment Officer, BMG GmbH)

Citi Telephone: [phone]

(Sole Financial Adviser and Corporate Broker to BMG and Bidco) Jan Skarbek Ketan Mehta

Simon Alexander (corporate broking)

Sian Evans

Finsbury Telephone: [phone] (PR Adviser to BMG)

Charles Watenphul

Ed Simpkins

Chrysalis Telephone: [phone] Chris Wright (Chairman) Jeremy Lascelles (Group Chief Executive) Andy Mollett (Chief Financial Officer)

Jefferies Telephone: [phone] (Sole Financial Adviser to Chrysalis) Jonathan Goodwin Sarah McNicholas

Investec Telephone: [phone] (Corporate Broker to Chrysalis) Keith Anderson

Brunswick Telephone: [phone] (PR Adviser to Chrysalis) Tim Burt Dania Saidam

This announcement does not constitute or form any part of an offer or invitation to sell or purchase any securities or the solicitation of an offer to buy any securities or the solicitation of any vote of approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition has been made solely by means of the Scheme Document and the form of proxy accompanying the Scheme Document, which contains the full terms and conditions of the Acquisition. Chrysalis Shareholders are advised to read this announcement in conjunction with the formal documentation in relation to the Acquisition carefully. This announcement and all other materials related to the Acquisition are solely directed to existing Chrysalis Shareholders.

On the Effective Date, the Scheme will be binding on each Chrysalis Shareholder and all Chrysalis Shares will be cancelled in accordance with the Scheme, irrespective of whether any such Chrysalis Shareholder has attended or voted at the Court Meeting or General Meeting.

Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BMG and Bidco and no one else in relation to the matters referred to in this announcement and will not be responsible to anyone other than BMG and Bidco for providing the protections afforded to clients of Citi nor for providing advice in relation to these matters, the content of this announcement or any matter referred to herein.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chrysalis and no one else in relation to the matters referred to in this announcement and will not be responsible to anyone other than Chrysalis for providing the protections afforded to clients of Jefferies nor for providing advice in relation to these matters, the content of this announcement or any matter 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 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.

Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

The Acquisition is subject to the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the Code.

Notice to US holders of Chrysalis Shares

US holders of Chrysalis Shares should note that the Scheme relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the Exchange Act and will be governed by English law. Accordingly, neither the proxy solicitation nor the tender offer rules under the Exchange act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in the Scheme Document will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the accounting standards applicable to financial statements of US companies. If Bidco exercises its right to implement the acquisition of the Chrysalis Shares by way of a takeover offer, the offer will be made in compliance with applicable US securities laws and regulations.

Forward looking statements

It is possible that this announcement could or may contain forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. Reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and BMG, Bidco and Chrysalis' plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. None of BMG, Bidco nor Chrysalis undertake to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 consult the Panel's website above and/or contact the Panel's Market Surveillance Unit on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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