Sanctioning of Scheme

 

TIDMGGA 
 
RNS Number : 6558S 
Georgica PLC 
21 May 2009 
 
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Georgica PLC 
("Georgica" or the "Company") 
21 May 2009 
 
 
Sanctioning of Scheme and Director's Shareholding 
 
 
 
 
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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 jurisdictions 
 
 
Georgica - Court Order Sanctioning the Scheme 
On 20 April 2009 Georgica announced that its shareholders had approved the 
proposed scheme of arrangement (the "Scheme"), previously announced on 10 March 
2009, to implement the re-organisation of Georgica by establishing it as a 
wholly owned subsidiary of a newly incorporated parent company, named Essenden 
Public Limited Company ("Essenden") in order to facilitate the return of cash to 
shareholders. A circular was posted to shareholders on 18 March 2009 setting out 
the terms of the Scheme (the "Scheme Document"). 
The High Court of Justice in England and Wales (the Court) has today made an 
order (the "Court Order") sanctioning the Scheme and confirmed the associated 
reduction of capital of Georgica. 
It is intended that the Court Order will be delivered to the Registrar of 
Companies in England and Wales for registration tomorrow, Friday 22 May 2009. 
The Scheme and the associated reduction of capital will consequently become 
effective as soon as an office copy of the Court Order has been delivered to the 
Registrar of Companies and, in the case of the associated reduction of capital, 
has been registered by him. 
Georgica has applied for the trading of its ordinary shares on AIM to be 
cancelled with effect from 8:00am on 26 May 2009.  It is expected that the 
shares of Essenden will be admitted to trading on AIM and the loan notes to be 
issued by Essenden will be admitted to trading on PlUS-quoted at 8am on 26 May 
2009, whereupon dealings in both the Essenden shares and the Essenden notes are 
expected to commence. 
 
 
Georgica - Re-registration as Private Limited Company 
As envisaged in the Scheme Document, it is intended that immediately following 
the Scheme becoming effective, the Company will be re-registered as a private 
limited company. 
 
 
Convertible Shares and Director's Shareholding 
As envisaged in the Scheme Document, on 20 May 2009 the convertible shares of 
Georgica were converted to ordinary shares at a rate of 4 ordinary shares of 
Georgica for every 1 Georgica convertible share held. After the conversion and 
before the reduction of capital associated with the Scheme, the enlarged and 
issued ordinary share capital of Georgica is 107,125,000. 
As a result of the conversion, Nicholas Oppenheim, director of Georgica now 
holds a beneficial interest in 4.26 per cent of the enlarged and issued ordinary 
share capital or 4,560,920 ordinary shares. 
The Company has not made an application for the shares issued as a result of the 
conversion to be admitted to trading on AIM as under the Scheme all Scheme 
Shares (as defined in the Scheme Document), which includes the shares resulting 
from the conversion, will be cancelled from trading at 8:00am on 26 May 2009. 
 
 
Further details of the Scheme and the proposed admission to trading of the 
entire issued share capital of Essenden and the loan notes to be issued by 
Essenden are set out in the Scheme Document and the admission document of 
Essenden which were posted to shareholders on 18 March 2009. 
 
 
Timetable to Completion 
The expected timetable of principal events is as follows (words are as defined 
in the Scheme Document)*: 
 
22 May 2009                Scheme Effective Date 
 
22 May 2009 
Allotment of new shares in Essenden 
 
 
22 May 2009                Share 
Capital Consolidation 
 
 
22 May 2009               Re-registration of 
Georgica as a private limited 
 

                         company 
 
 26 
May 2009 8:00am        Cancellation of trading of Georgica Shares 
 
26 May 
2009 8:00am         Expected date of Admission and commencement of 
 
                 trading of the Essenden shares on AIM and the 
 
              Essenden notes on PLUS-quoted and CREST accounts 
 
             credited in respect of Essenden Shares 
 
No later than 5 June 
2009    Posting of certificates for Essenden shares and 
 
        Essenden notes 
 
 
* These times and dates are indicative only and will depend on, amongst other 
things, the date upon which the Scheme becomes effective. If there are any 
revisions to the timetable, the Georgica board of directors will make an 
appropriate announcement as soon as reasonably practicable. It is not intended 
that any supplemental circular would be sent to Georgica shareholders in this 
event. 
 
 
 
 
Enquiries 
 
 
Cenkos Securities plc is acting as Nomad to Georgica Public Limited Company, 
Nomad to Essenden Public Limited Company and PLUS Corporate Adviser to Essenden 
Public Limited Company. 
 
 
Cenkos Securities plc, 6-8 Tokenhouse Yard, London EC2R 7AS 
 
 
Nicholas Wells                  Tel: [phone] 
Liz Bowman 
 
Georgica Public Limited Company 
Essenden Public Limited Company 
 
 
Nicholas Oppenheim  Tel: [phone] 
End 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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