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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
European Cap | LSE:ECAS | London | Ordinary Share | GG00B1VN4N54 | ORD NPV |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.45 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMECAS RNS Number : 5358P European Capital Limited 26 March 2009 First Floor, Dorey Court Admiral Park St. Peter Port, Guernsey GY1 6HJ FOR IMMEDIATE RELEASE 26 March 2009 PROPOSED ACQUISITION BY AMERICAN CAPITAL - COURT SANCTION OF SCHEME OF ARRANGEMENT On 10 November 2008, American Capital, Ltd. ("ACAS") and the Independent Directors of European Capital Limited ("European Capital") announced that they had reached agreement on the terms of an all-share offer to be made by ACAS for the entire issued and to be issued share capital of European Capital not already owned by ACAS (the "Acquisition") to be implemented by way of a court approved scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme"). European Capital is pleased to announce that earlier today the Royal Court of Guernsey (the "Court") sanctioned the Scheme to effect the Acquisition. The Scheme has now become effective in accordance with its terms. It is intended that the listing of the share capital of European Capital on the Official List maintained by the UK Listing Authority and their trading on the London Stock Exchange's main market for listed securities will be cancelled with effect from 8.00 a.m. on 27 March 2009. Trading in the New ACAS Shares on The NASDAQ Global Select Market is expected to commence at 9.30 a.m. (New York time) and 2.30 p.m. (London time) on 26 March 2009. Unless the context otherwise requires, all capitalised terms in this announcement shall have the meanings given in the scheme document circular posted to shareholders on 12 January 2009 (the "Scheme Document"). Enquiries: ACAS Tel: +1 (301) 951 6122 Thomas McHale Justin Cressall Citigroup Global Markets Limited (Financial adviser to ACAS) London Tel: +44 (0) 20 7986 4000 Ian Hart Jolyon Luke New York Tel: +1 (212) 816 9807 Tim Devine Lexicon Partners Limited (Financial adviser to European Capital) Tel: +44 (0) 20 7653 6000 Charles Outhwaite Lucy Garrett IMPORTANT DISCLOSURES This announcement is not intended to, and 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 or approval in any jurisdiction, pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. The Acquisition will be made solely by means of the Scheme Document (or any document through which the proposals of the Acquisition are actually made), which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Shareholders in European Capital are advised to read the formal documentation in relation to the Acquisition carefully because it contains important information relating to the Acquisition. The Acquisition will be subject to the conditions and further terms set out in the Scheme Document (or any document through which the proposals of the Acquisition are actually made). This announcement and all other materials related to the Acquisition are solely directed to existing shareholders in European Capital. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or any document through which the proposals of the Acquisition are actually made). Citigroup Global Markets Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for ACAS and no one else in relation to the matters referred to in this announcement and will not be responsible to anyone other than ACAS for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in relation to these matters, the content of this announcement or any matter referred to herein. Lexicon Partners Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for European Capital and no one else in connection with the Scheme and will not be responsible to anyone other than European Capital for providing the protections afforded to clients of Lexicon Partners Limited or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. The distribution of this announcement in jurisdictions other than the UK or Guernsey may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK or Guernsey should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law, the laws of Guernsey 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 and Guernsey. The Acquisition will be subject to the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the City Code. NOTICE TO US INVESTORS IN EUROPEAN CAPITAL The Acquisition relates to the shares of a company registered under the laws of Guernsey and is subject to UK and Guernsey disclosure requirements (which are different from those in the US) and is proposed to be made by means of a scheme of arrangement provided for under Guernsey company law. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK and Guernsey to schemes of arrangement which differ from the disclosure requirements for US proxy solicitations, shareholder votes or tender offers. The settlement procedure with respect to the Acquisition will be consistent with UK practice, which may differ from procedures in comparable transactions in countries other than the UK in certain material respects, particularly with regard to date of settlement. If ACAS exercises its right to implement the Acquisition by way of a takeover offer, the offer will be made in compliance with applicable US securities laws and regulations. Neither the SEC nor any securities commission of any state of the United States has (a) approved or disapproved of the Acquisition; (b) passed upon the merits or fairness of the Acquisition; or (c) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary may be a criminal offence in the United States. This information is provided by RNS The company news service from the London Stock Exchange END MSCBBGDXDSDGGCL
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