Posting of Scheme Circular

 

TIDMCYH 
 
RNS Number : 1774E 
CybIT Holdings PLC 
15 December 2009 
 

Not for release, publication or distribution, in whole or in part, in, into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws of such jurisdiction 
15 December 2009 
 
 
Recommended proposal for the acquisition of Cybit Holdings Plc 
by Cyberspace Bidco Limited 
to be implemented by means of a scheme of arrangement 
 
 
Posting of Scheme Circular 
 
 
 
 
Cybit Holdings plc ("Cybit" or the "Company") and Cyberspace Bidco Limited 
("Bidco") announced on 10 December 2009 that they had reached agreement on the 
terms of a recommended Proposal for Bidco to acquire the entire issued and to be 
issued share capital of Cybit, to be implemented by means of a scheme of 
arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the 
"Companies Act"). 
The Company now announces that the circular (the "Scheme Circular") containing, 
inter alia, the terms and conditions of the Scheme, an explanatory statement (in 
compliance with section 897 of the Companies Act), notices of the Court Meeting 
and General Meeting of Cybit, a timetable of principal events, and details of 
the actions to be taken by Cybit Shareholders is today being posted to all Cybit 
Shareholders. 
 
 
As described in the Scheme Circular, to become effective, the Scheme will 
require, amongst other things, the approval at the Court Meeting of a majority 
in number representing not less than three-fourths in value of the Shareholders 
(excluding Bidco) present and voting, either in person or by proxy, at the Court 
Meeting, or at any adjournment thereof and the passing of the resolution 
necessary to approve matters to give effect to the Scheme at the General 
Meeting, or at any adjournment thereof. Following the Court Meeting and the 
General Meeting and the satisfaction (or, where applicable, waiver) of the other 
Conditions, the Scheme must also be sanctioned by the Court and the associated 
Capital Reduction must be confirmed respectively at the Court Hearing. 
 
 
It is important that, for the Court Meeting, as many votes as possible are cast 
so that the Court may be satisfied that there is a fair and reasonable 
representation of Shareholder opinion. Shareholders are therefore strongly urged 
to complete, sign and return the Forms of Proxy (once received) as soon as 
possible. 
 
 
The expected timetable of principal events is: 
 
 
+-----------------------------------------------------+-+----------------------------+ 
| Latest time for receipt of blue Form of Proxy for   | 10.00 a.m. on 6 January 2010 | 
| the Court Meeting                                   |                              | 
+-----------------------------------------------------+------------------------------+ 
| Latest time for receipt of white Form of Proxy for  | 10.05 a.m. on 6 January 2010 | 
| the General Meeting                                 |                              | 
+-----------------------------------------------------+------------------------------+ 
| Voting Record Time                                  |  6.00 p.m. on 6 January 2010 | 
+-----------------------------------------------------+------------------------------+ 
| Court Meeting                                       | 10.00 a.m. on 8 January 2010 | 
+-----------------------------------------------------+------------------------------+ 
| General Meeting                                     | 10.05 a.m. on 8 January 2010 | 
+-----------------------------------------------------+------------------------------+ 
|                                                     |                              | 
+-----------------------------------------------------+------------------------------+ 
| The following times and dates are indicative only and will depend, among other     | 
| things, on the date upon which the Court sanctions the Scheme and confirms the     | 
| associated Capital Reduction. Any changes to these times and dates will be         | 
| notified to Scheme Shareholders via a Regulatory Information Service or as may be  | 
| otherwise required by the Panel.                                                   | 
+------------------------------------------------------------------------------------+ 
|                                                       |                            | 
+-------------------------------------------------------+----------------------------+ 
| First Court Hearing (to sanction the Scheme)          |            19 January 2010 | 
+-------------------------------------------------------+----------------------------+ 
| Last day of dealings in, and for registration of      |            20 January 2010 | 
| transfers of, Scheme Shares                           |                            | 
+-------------------------------------------------------+----------------------------+ 
| Scheme Record Time                                    |    6.00 p.m. on 20 January | 
|                                                       |                       2010 | 
+-------------------------------------------------------+----------------------------+ 
| Second Court Hearing (to confirm the Capital          |            21 January 2010 | 
| Reduction)                                            |                            | 
+-------------------------------------------------------+----------------------------+ 
| Effective Date of the Scheme                          |            21 January 2010 | 
+-------------------------------------------------------+----------------------------+ 
| Cancellation of admission of Scheme Shares to AIM     |            22 January 2010 | 
+-------------------------------------------------------+----------------------------+ 
| Latest date for despatch of cheques (in respect of    |            4 February 2010 | 
| cash consideration and settlement through CREST)      |                            | 
+-----------------------------------------------------+-+----------------------------+ 
 
 
Copies of the Scheme Circular and Forms of Proxy will be available from the 
offices of Lovells LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG. The 
Scheme Circular may also be obtained from the website of Cybit, www.cybit.co.uk. 
 
 
Enquiries: 
Francisco Partners       020 7907 8600 
Deep Shah 
 
Investec                        020 7597 5000 
Andrew Pinder 
Dominic Emery 
 
Cybit                              0845 6027 123 
Richard Horsman, CEO 
Neil Johnson, Chairman 
 
Cenkos                      020 7397 8900 
Stephen Keys 
Adrian Hargrave 
 
Redleaf Communications    020 7566 6700 
Emma Kane 
Rebecca Sanders-Hewett 
 
 
Capitalised terms used in this announcement have the meanings given to them in 
the Scheme Document. 
 
 
Investec, which is authorised and regulated in the United Kingdom by the FSA, is 
acting exclusively for Bidco and no one else in connection with the Acquisition 
and other matters referred to in this Announcement and the Scheme and will not 
be responsible to anyone other than Bidco for providing the protections afforded 
to clients of Investec nor for giving advice in relation to the Acquisition and 
the Scheme or any other matter or arrangement referred to in this Announcement. 
 
 
Cenkos, which is authorised and regulated in the United Kingdom by the FSA, is 
acting exclusively for Cybit and no one else in connection with the Acquisition 
and the Scheme and will not be responsible to anyone other than Cybit for 
providing the protections afforded to clients of Cenkos nor for giving advice in 
relation to the Acquisition and the Scheme or any other matter or arrangement 
referred to in this Announcement. 
 
 
The distribution of this announcement in jurisdictions other than the United 
Kingdom may be restricted by law and therefore any persons who are subject to 
the laws of any jurisdiction other than the United Kingdom should inform 
themselves about, and observe, any applicable requirements. Any failure to 
comply with the restrictions may constitute a violation of the securities laws 
of any such jurisdiction. This announcement does not constitute an offer 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. This announcement 
has been prepared for the purposes of complying with English law, the Code and 
the AIM Rules 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 any jurisdiction outside England. 
 
 
Dealing disclosure requirements 
 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in one per cent. or more of any class of 
"relevant securities" of Cybit or Bidco, all "dealings" in any "relevant 
securities of that company (including by means of an option in respect of, or a 
derivative referenced to, any such relevant securities") must be publicly 
disclosed by no later than 3.30 p.m. on the business day following the date of 
the relevant transaction. This requirement will continue until the Effective 
Date or until the date on which the Scheme lapses or is otherwise withdrawn or 
on which the "Offer Period" otherwise ends (or, if Bidco elects to effect the 
Acquisition by way of a Takeover Offer, until the date on which such Takeover 
Offer becomes, or is declared, unconditional as to acceptances, lapses or is 
otherwise withdrawn or on which the relevant "offer period" otherwise ends). If 
two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire an "interest" in "relevant securities" of 
Cybit or Bidco, they will be deemed to be a single person for the purpose of 
Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in relevant 
securities of Cybit or Bidco by Cybit or Bidco, or by any of their respective 
associates, must be disclosed by no later than 12.00 noon on the business day 
following the date of the relevant transaction. 
 
A disclosure table, giving details of the companies in whose "relevant 
securities "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a dealing under Rule 8, please contact an independent financial 
adviser authorised under FSMA, consult the Panel's website at 
www.thetakeoverpanel.org.uk or contact the Panel on telephone number + 44 (0) 20 
7638 0129. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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