Scheme of arrangement (5772H)

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RNS Number : 5772H

Forth Ports PLC

31 May 2011

Court Sanctions Arcus Takeover of Forth Ports PLC

FOR IMMEDIATE RELEASE 31 May 2011 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 or regulations of such jurisdiction

RECOMMENDED CASH OFFER for FORTH PORTS PLC

by OTTER PORTS LIMITED a wholly-owned indirect subsidiary of Arcus European Infrastructure Fund 1 L.P. to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 Court Sanction of the Scheme of Arrangement

Forth Ports is pleased to announce that the Court has today sanctioned the Scheme, authorised the Re--registration and confirmed the Capital Reduction to effect the recommended cash offer for Forth Ports by Otter Ports Limited. The Scheme and associated Re-registration and Capital Reduction is expected to become effective on 2 June 2011 once a certified copy of the Court Order and statement of capital has been registered with the Registrar of Companies in Scotland. It is expected that the cancellation of admission to trading of Forth Ports Shares on the main market of the London Stock Exchange and the cancellation of the admission to the Official List of Forth Ports Shares will take place at 6 p.m. on 2 June 2011. The Consideration of 1,630 pence per Forth Ports Share to be paid by Otter Ports to Scheme Shareholders pursuant to the Offer is expected to be despatched (in the case of certificated holders of Forth Ports Shares) or settled in CREST (in the case of uncertificated holders of Forth Ports Shares) on or prior to 16 June 2011. In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following website: www.forthports.co.uk. For further information please contact: Forth Ports PLC David Richardson, Chairman

Charles Hammond, Group Chief Executive Tel: [phone]

Investec (Broker to Forth Ports) Keith Anderson Charles Batten

Tel: [phone] Commerzbank (joint financial adviser to Forth Ports) Rosalind Hedley-Miller

Sean Watherston Tel: [phone]

Gleacher Shacklock (joint financial adviser to Forth Ports) Edward Cumming-Bruce

Nigel Binks

Tel: [phone]

Brunswick (PR adviser to Forth Ports) Jon Coles

Kate Miller

Tel: [phone]

Capitalised terms used but not defined in this announcement have the meanings given to them in the scheme document containing, inter alia, the terms and conditions of the Scheme, an explanatory statement from Commerzbank AG, London Branch, and Gleacher Shacklock, notices of the Court Meeting and the General Meeting, a timetable of principal events and details of the actions to be taken by Forth Ports Shareholders in connection with the Scheme which was posted to Forth Ports Shareholders on 31 March 2011. Unless otherwise indicated, all references in this announcement to times are to London times. Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Forth Ports and no one else in connection with the matters set out in this announcement, and will not be responsible to anyone other than Forth Ports for providing the protections afforded to clients of Investec Bank plc or for providing advice in relation to matters set out in this announcement or any matter referred to herein or the Scheme Document.

Commerzbank AG London Branch ("Commerzbank") is authorised by Bundesanstalt fur Finanzdienstleistungsaufsicht (BaFin), the German Federal Financial Supervisory Authority, and authorised and subject to limited regulation by the Financial Services Authority. Commerzbank is acting exclusively for Forth Ports in relation to the matters set out in this announcement and is not advising any other person and will not be responsible to anyone other than Forth Ports for providing the protections afforded to customers of Commerzbank or for providing advice in relation to matters set out in this announcement or any offer or arrangements referred to herein or in the Scheme Document.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Forth Ports and no one else in connection with the matters set out in this announcement, and will not be responsible to anyone other than Forth Ports for providing the protections afforded to clients of Gleacher Shacklock or for providing advice in relation to matters set out in this announcement or any offer or arrangements referred to herein or in the Scheme Document.

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 law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with UK law and the Takeover 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 of the United Kingdom. This announcement does not constitute an offer or invitation to sell or purchase any securities or the solicitation of an offer to buy any securities pursuant to the Offer or otherwise. The Offer is being made solely by means of the Circular and the Forms of Proxy, which contain the full terms and conditions of the Offer. Forth Ports Shareholders are advised to read the formal documentation in relation to the Offer carefully. Neither the content of Forth Ports' or Otter Ports' website (or any other website) nor the content of any website accessible from hyperlinks on any such website is incorporated into, or forms part of, this announcement.

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

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