Approval of Scheme of Arrangement (2896F)

TIDMGOI

RNS Number : 2896F

GoIndustry-DoveBid PLC

13 June 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

13 June 2012

RECOMMENDED CASH ACQUISITION OF GOINDUSTRY-DOVEBID PLC

BY LIQUIDITY SERVICES LIMITED

(A WHOLLY-OWNED SUBSIDIARY OF LIQUIDITY SERVICES, INC.)

Approval of Scheme of Arrangement at Court Meeting and General Meeting

On 9 May 2012, GoIndustry-DoveBid plc (the "Company" or "GoIndustry") announced that the Boards of directors of the Company and Liquidity Services, Inc. ("Liquidity Services") had reached agreement on the terms of a recommended proposal for the cash acquisition of the entire issued and to be issued share capital of GoIndustry by Liquidity Services Limited ("Liquidity Services UK"), a wholly-owned subsidiary of Liquidity Services (the "Acquisition"). The Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and involves a reduction of the capital of the Company under section 641 of the Companies Act 2006.

On 23 May 2012, GoIndustry published and posted a circular (the "Scheme Document") to Shareholders of GoIndustry. The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme and an explanatory statement in compliance with section 897 of the Companies Act 2006.

The Directors of GoIndustry are pleased to announce that at the Court Meeting and the General Meeting held earlier today, all the resolutions proposed at the meetings were duly passed.

Court Meeting

The resolution to approve the Scheme of Arrangement proposed at the Court Meeting was decided on a poll and the resolution was passed. The result of the poll was as follows:-

 
            Number of Scheme   % of Scheme Shares     % of total 
              Shares voted            voted          Scheme Shares 
                                                         voted 
=========  =================  ===================  =============== 
 For           7,300,696             99.99%             74.51% 
=========  =================  ===================  =============== 
 Against         1,040               0.01%              0.01% 
=========  =================  ===================  =============== 
 

Of a total of 41 Scheme Shareholders who voted at the Court Meeting (in person or by proxy), 38 (approximately 92.68 per cent. in number) voted for and 3 (approximately 7.32 per cent. in number) voted against the resolution to approve the Scheme.

General Meeting

Both:-

(i) the special resolution to authorise the Directors to take actions necessary to effect the Scheme, to reduce the capital of the Company, to authorise the issue and allotment of New Shares by capitalising the reserve arising from the reduction and to approve the amendment to the Company's articles of association (by the adoption of a new article 167 - 'Scheme of Arrangement'); and

(ii) the ordinary resolution to approve the UK Share Sale Agreement and the US Assets Sale Agreement;

were also decided on a poll and both resolutions were duly passed. The results of the polls (which were the same for both resolutions) were as follows:-

Special resolution and Ordinary resolution:-

 
             Number of GoIndustry     Percentage of        Percentage of 
                 Shares voted        GoIndustry Shares    total GoIndustry 
                                           voted            Shares voted 
==========  =====================  ===================  ================== 
 For              7,569,381               99.99%              77.25% 
==========  =====================  ===================  ================== 
 Against            1,040                 0.01%                0.01% 
==========  =====================  ===================  ================== 
 Withheld             0                    100%               77.26% 
==========  =====================  ===================  ================== 
 

Of a total of 45 Shareholders who voted at the General Meeting (in person or by proxy), 42 (approximately 93.33 per cent. in number) voted for, 3 (approximately 6.67 per cent. in number) voted against and no Shareholders withheld their vote in respect of both the special resolution and the ordinary resolution.

Timetable

Completion of the Acquisition remains subject to the satisfaction (or, if appropriate, waiver by Liquidity Services) of the remaining conditions of the Scheme and the Acquisition set out in Part A of Part 3 of the Scheme Document, which include, amongst other things, the sanction of the Scheme by the Court at the Scheme Court Hearing scheduled to take place on 29 June 2012 and the confirmation of the Reduction of Capital by the Court at the Capital Reduction Court Hearing, scheduled to take place on 3 July 2012.

The expected timetable for the Acquisition remains as set out on page 10 of the Scheme Document and it is currently expected that the Scheme will become effective on 4 July 2012.

Suspension and Cancellation of trading in GoIndustry Shares on AIM

Prior to the Scheme becoming effective, GoIndustry will make an application to the London Stock Exchange for the cancellation of the GoIndustry Shares from trading on AIM. Accordingly, it is expected that trading in the GoIndustry Shares on AIM will be suspended at 7.30 a.m. (London time) on [3] July 2012 and that, if the Scheme is sanctioned by the Court and the other conditions to the Scheme and the Acquisition (other than delivery of the Court Order to the Registrar of Companies in England and Wales) are satisfied or waived, the admission of the GoIndustry Shares to trading on AIM will be cancelled at 7.00 a.m. (London time) on 5 July 2012. The last day for dealings in, and for registration of transfers in GoIndustry Shares will therefore be 2 July 2012.

Availability of Scheme Document

The Scheme Document is available for inspection on GoIndustry's website (http://www.go-dove.com/company/InvestorRelations.asp) under the heading 'Recommended Cash Acquisition by Liquidity Services'.

Unless the context otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement.

Enquiries:

 
 GoIndustry-DoveBid plc                                 [phone] 
 Neville Davis, Chairman 
 Jack Reinelt, Chief Executive Officer 
 Leslie-Ann Reed, Chief Financial Officer 
 
 WH Ireland Ltd. (Financial Adviser and Nominated 
  Adviser to GoIndustry)                                [phone] 
 Chris Fielding 
 James Bavister 
 
 St. Brides Media & Finance Ltd. (Public Relations 
  Adviser to GoIndustry)                                [phone] 
 Felicity Edwards 
 
 
 Liquidity Services, Inc.                               [phone] 
 Jim Rallo, Chief Financial Officer and Treasurer 
 1920 L Street, N.W. 
 6(th) Floor 
 Washington, D.C. 
 United States of America 
 
 RBC Capital Markets (Financial Adviser to Liquidity 
  Services)                                             [phone] 
 Stephen J. McPherson 
 Mark Rushton 
 
 

WH Ireland, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for GoIndustry and no one else in connection with the Acquisition and other matters referred to in this announcement and the Scheme Document and will not be responsible to any person other than GoIndustry for providing the protections afforded to clients of WH Ireland nor for giving advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

RBC Capital Markets, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Liquidity Services UK and no one else in connection with the Acquisition and other matters referred to in this announcement and the Scheme Document and will not be responsible to any person other than Liquidity Services UK for providing the protections afforded to clients of RBC Capital Markets nor for giving advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how the Acquisition can be approved and completed.

Whether or not certain GoIndustry Shares were voted at the Court Meeting or the General Meeting, if the Scheme becomes effective, those GoIndustry Shares will be cancelled or transferred to Liquidity Services UK (or its nominee(s)) pursuant to the Scheme in return for the payment of 73 pence in cash per GoIndustry Share.

Overseas shareholders

The release, publication or 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 laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. 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 or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales and the 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 any jurisdiction outside England and Wales.

The Acquisition relates to shares in a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Securities Exchange Act of 1934, as amended. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in England and Wales to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Liquidity Services UK were to elect to implement the Acquisition by means of a Takeover Offer (which it reserves the right to do), such Takeover Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

The availability of the Acquisition to GoIndustry Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Unless otherwise agreed by Liquidity Services UK and GoIndustry, or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Publication on website

Copies of this announcement and the Scheme Document will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GoIndustry's website at http://www.go-dove.com/company/InvestorRelations.asp, under the heading 'Recommended Cash Acquisition by Liquidity Services' up to and including the Scheme Effective Date.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCUOVARUKANAAR