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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Georgica Plc | LSE:GGA | London | Ordinary Share | GB0009769414 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 14.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMGGA RNS Number : 0195P Georgica PLC 18 March 2009 Not for release, publication or distribution, in whole or in part, in or into or from Australia, Canada, Japan, South Africa or the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction 18 March PROPOSED SCHEME OF ARRANGEMENT to establish GEORGICA PUBLIC LIMITED COMPANY ("GEORGICA") as a wholly owned subsidiary of ESSENDEN PUBLIC LIMITED COMPANY ("ESSENDEN") to be effected by means of a scheme of arrangement under part 26 of the Companies Act 2006 and PROPOSED ADMISSION TO TRADING ON AIM OF THE ENTIRE ISSUED SHARE CAPITAL OF ESSENDEN and PROPOSED ADMISSION TO TRADING ON PLUS-QUOTED OF THE LOAN NOTES TO BE ISSUED BY ESSENDEN POSTING OF SCHEME DOCUMENT AND ADMISSION DOCUMENT On 10 March 2009, the Georgica Board announced its proposal to establish Georgica as a wholly-owned subsidiary of a newly incorporated holding company, named Essenden Public Limited Company, by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") resulting in shareholders of Georgica receiving new ordinary shares in Essenden and loan notes to be issued by Essenden (the "Essenden Notes"), in exchange for their existing ordinary shares in Georgica (the "Proposal"). The Georgica Board is pleased to announce that, today, a circular, which sets out, among other things, the full terms and conditions of the Scheme and an explanatory statement, together with the action to be taken by Georgica's Shareholders (the "Scheme Document"), will be posted to Georgica Shareholders. An Admission Document ("Admission) relating the proposed admission of the Essenden Shares to trading on AIM and the Essenden Notes to trading on PLUS-quoted will be posted to Georgica Shareholders along with the Scheme Document. The Scheme requires and will be conditional upon, the approval of holders of ordinary shares in Georgica by the passing of a resolution by the requisite statutory majority at a meeting convened by the Court (the "Court Meeting") and the passing of certain additional resolutions being passed by the requisite majorities at a general meeting of Georgica (the "General Meeting"). Notices convening the Court Meeting and the General Meeting to be held at the Royal Automobile Club, Pall Mall Clubhouse, 89 Pall Mall, London, SW1Y 5HS at, respectively, 11:00am (or as soon thereafter as the AGM is concluded or adjourned and 11:15am on 20 April 2009 (or as soon thereafter as the Court Meeting is concluded or adjourned), are contained in the Scheme Document. Forms of Proxy for use in connection with both meetings will be posted with the Scheme Document. The Georgica Board, which has been advised by Cenkos, unanimously recommends that Georgica Ordinary Shareholders vote in favour of the resolution to be proposed at the Court Meeting and that Georgica Ordinary Shareholders and Georgica Convertible Shareholders vote in favour of the resolution to be proposed at the General Meeting, as the members of the Georgica Board intend to do in respect of their own respective beneficial shareholdings in Georgica which, on 16 March 2009 (being the last practicable date prior to the publication of this document), amounted in aggregate to 1,791,243 Georgica Ordinary Shares, representing approximately 1.84 per cent. of the issued ordinary share capital of Georgica and 1,015,230 Georgica Convertible Shares, representing approximately 40 per cent. of the total issued Georgica Convertible Shares. Georgica has received irrevocable undertakings from Trefick Limited, North Atlantic Value LLP and the Georgica Convertible Shareholder to vote in favour of the Scheme at the Court Meeting (in the case of the Georgica Convertible Shareholder, in respect of the Georgica Ordinary Shares held by it at the Voting Record Time) and in favour of the Resolutions at the General Meeting. Trefick Limited holds as at 16 March 2009 (being the last practicable date before the publication of this document) 20,777,138 Georgica Ordinary Shares representing, in aggregate, approximately 21.3 per cent. of the issued ordinary share capital of Georgica and North Atlantic Value LLP holds as at 16 March 2009 (being the last practicable date before the publication of this document) 27,060,000 Georgica Ordinary Shares representing, in aggregate, approximately 27.8 per cent. of the issued ordinary share capital of Georgica. The Georgica Convertible Shareholder holds in aggregate 539,000 Georgica Ordinary Shares and 2,538,075 Georgica Convertible Shares, representing respectively, in aggregate, approximately 0.6 per cent. of the issued ordinary share capital of Georgica and 100 per cent. of the issued Georgica Convertible Shares. It is currently expected that: * the last day of dealings in, and for registration of transfers of, Georgica shares will be 20 May 2009 and dealings will be suspended from 7:00am on 21 May 2009; * the Court hearing to sanction the Scheme will be held on 21 May 2009; * the Scheme will become effective on 22 May 2009; and * subject also to the Scheme becoming effective and AIM and PLUS-quoted respectively approving Admission, it is currently expected that Admission and cancellation of admission to trading on AIM of the ordinary shares of Georgica, will occur at 8:00am on 26 May 2009. If any of these expected dates change, Georgica will notify shareholders of the change by issuing an appropriate announcement through a Regulatory Information Service. In accordance with Rules 20 and 26 of the AIM Rules for Companies and Rule 5 of the PLUS Rules for Issuers an electronic copy of the Scheme Document and the Admission Document has been sent to the London Stock Exchange and will be made available on Georgica's website. Physical copies of the Scheme Document, the Admission Document and the documents on display listed in those documents will be available for inspection during normal business hours at the offices of Herbert Smith, Exchange House, Primrose Street, London EC2A 2HS. The Scheme and the Proposal described in this announcement are not subject to the City Code on Takeovers and Mergers. Capitalised terms used in this announcement, unless otherwise defined, shall have the same meaning as given to them in the Scheme Document. +-----------------------------------------------------+------------------------+ | Enquiries: | | +-----------------------------------------------------+------------------------+ | Cenkos | Tel: 020 7397 8900 | | Nomad to Georgica public limited company | | | Nomad to Essenden public limited company | | | PLUS Corporate Adviser to Essenden public limited | | | company | | | Nicholas Wells | | | | | +-----------------------------------------------------+------------------------+ | Georgica plc | Tel: 0207 600 7900 | | Nicholas Oppenheim | | +-----------------------------------------------------+------------------------+ Cenkos, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Georgica and no one else in connection with the Scheme and is acting as Nomad to Essenden in relation to the proposed admission of the Essenden Shares to trading on AIM and Corporate Advisor to Essenden in relation to Admission and is not acting for any other persons and will not be responsible to anyone other than Georgica and Essenden for providing the protections afforded to customer of Cenkos or advising them on the Scheme or Admission. Distribution of announcement and other matters The information contained in this announcement may not be the same as that required under the laws of jurisdictions outside England and Wales. The distribution of this announcement in jurisdictions other than England and Wales may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. 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 to sell or issue, or the solicitation of an offer to buy or subscribe for, securities in any jurisdiction in which such offer or solicitation is unlawful. Securities may not be offered or sold in the United States unless they are registered under the US Securities Act or are exempt from such registration. The Essenden Shares will not be registered under the US Securities Act, and will be issued in the United States pursuant to the Scheme or Admission in reliance on the exemption from registration provided by Section 3(a)(10) of that Act. In addition, the Essenden Shares have not been and will not be registered under the securities laws of any state of the United States, and will be issued in the United States pursuant to the Scheme or Admission in reliance on available exemptions from such state law registration requirements. Neither the SEC nor any US state securities commission has reviewed or approved this document, Admission, the Scheme, or the issue of the Essenden Shares or the Essenden Notes, and any representation to the contrary is a criminal offence in the United States. Georgica shareholders (whether or not US persons) who are affiliates (as defined in the US Securities Act) of Essenden or Georgica prior to, and/or become affiliates of Essenden or Georgica on or after, the implementation of the Scheme or Admission of the Essenden Shares or the Essenden Notes will be subject to certain US transfer restrictions relating to the Essenden Shares and the Essenden. The Essenden Notes that may be issued pursuant to the Scheme have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States. Accordingly, Essenden Notes may not be offered or sold in the United States, except in a transaction not subject to, or in reliance on an exemption from, the registration requirements of the Securities Act and such state securities laws. Any Essenden Notes which may be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of Japan and any relevant clearances and registrations have not been, and will not be, obtained from the securities commission of any province or territory of Canada. No prospectus in relation to the Essenden Notes has been, or will be, lodged with, or registered with, the Australian Securities and Investments Commission, the Japanese Ministry of Finance or the Companies and Intellectual Property Registration Office of South Africa. Accordingly, unless otherwise determined by Essenden and permitted by applicable law and regulation, the Essenden Notes may not be, offered, sold, resold, transferred, delivered or distributed, directly or indirectly in or into Canada, Australia, Japan, South Africa or any other jurisdiction where to do so would violate the laws of that jurisdiction or would require registration thereof in such jurisdiction. The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and the issue of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since that date. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performances of Georgica or Essenden, except where otherwise stated. No person has been authorised to make any representations on behalf of Georgica or Essenden concerning the Scheme which are inconsistent with the statements contained herein and any such representations, if made, may not be relied upon as having been so authorised. This announcement does not constitute a prospectus or prospectus equivalent document. No person should construe the contents of this document as legal, financial or tax advice and should consult their own advisers in connection with the matters contained herein. Forward looking statements This announcement contains statements with respect to the financial condition, results of operations and business of Georgica and certain plans and objectives of the Boards of Directors of Georgica and Essenden that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', ' expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by the Boards of Directors of Georgica and Essenden in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Georgica and Essenden assume no obligation to update or correct the information contained in this announcement. END This information is provided by RNS The company news service from the London Stock Exchange END MSCGUURPWUPBGRM
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