Scheme of arrangement (7580H)

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RNS Number : 7580H

Forth Ports PLC

02 June 2011

Scheme of Arrangement becomes effective

2 June 2011

FOR IMMEDIATE RELEASE

2 June 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

Effective Date of the Scheme and Cancellation of trading on main market

Forth Ports is pleased to announce that the Scheme to effect the recommended cash Offer for Forth Ports by Otter Ports Limited has today become effective, the Company has been re-registered as a private limited company and the capital reduction has been effected.

The cancellation of the trading of Forth Ports Shares on the main market of the London Stock Exchange and the listing of the Forth Ports Shares on the Official List will take place at 8 a.m. on 3 June 2011.

In accordance with paragraph 10 of Appendix 7 of the Code, the Consideration of 1,630 pence per Scheme 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 Limited 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 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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