Posting of Scheme Document

    RNS Number : 5013L
  European Capital Limited
  12 January 2009
   

    
    First Floor, Dorey Court
Admiral Park
St. Peter Port, Guernsey GY1 6HJ



    FOR IMMEDIATE RELEASE
    12 January 2009



    PROPOSED ACQUISITION OF EUROPEAN CAPITAL BY AMERICAN CAPITAL - 
POSTING OF SCHEME DOCUMENT 


    On 10 November 2008, European Capital Limited ("European Capital") and American Capital, Ltd. ("ACAS"), the 67.7% owner of European
Capital, announced that they had reached agreement on the terms of a recommended all-share offer to be made by ACAS for all of the ordinary
shares of European Capital held by other investors (the "Acquisition"). The Acquisition is to be implemented by means of a scheme of
arrangement provided for under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme"). 
    European Capital is pleased to announce that the scheme document in relation to the Acquisition which sets out, amongst other things,
the full terms and conditions of the Scheme and an explanatory statement (pursuant to section 108 of the Companies (Guernsey) Law 2008 (as
amended)) is being posted to shareholders today.
    The Court Meeting and the Extraordinary General Meeting to approve the Scheme and the Acquisition are scheduled to be held on 23
February 2009. Notices of the Court Meeting and the Extraordinary General Meeting are contained in the Scheme Document.

    Enquiries:
    ACAS

    Thomas McHale                             Tel: [phone]
    Justin Cressall

    Citigroup Global Markets Limited (Financial adviser to ACAS)
    London                                            Tel: [phone]
    Ian Hart
    Jolyon Luke

    New York                                         Tel: [phone]
    Tim Devine
                
    Lexicon Partners Limited (Financial adviser to European Capital)    Tel: [phone]
    Charles Outhwaite
    Lucy Garrett


    IMPORTANT DISCLOSURES
    This announcement is not intended to, and does not, constitute or form any part of an offer to sell 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 United Kingdom 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.

    DEALING DISCLOSURE REQUIREMENTS
    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or
more of any class of "relevant securities" of European Capital or ACAS, 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. (London time) on the London business day following the date of the relevant transaction. This requirement will
continue until the date on which the Scheme and/or City Code offer becomes effective, lapses or is otherwise withdrawn or on which the
"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 European Capital or ACAS, 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 City Code, all "dealings" in "relevant securities" of European Capital or ACAS by European
Capital or ACAS, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London
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 Takeover 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 City 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, you should consult the Panel.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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