GoIndustry-DoveBid PLC Confirmation of Capital Reduction (8068G)

TIDMGOI

RNS Number : 8068G

GoIndustry-DoveBid PLC

03 July 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.

3 July 2012

RECOMMENDED CASH ACQUISITION OF GOINDUSTRY-DOVEBID PLC

BY LIQUIDITY SERVICES LIMITED

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

Confirmation of Capital Reduction

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.

Confirmation of Capital Reduction

Following the Court sanction of the Scheme on 29 June 2012, the Directors of GoIndustry are pleased to announce that the Court has today confirmed the Capital Reduction. The Scheme will now become effective on delivery of the Court Orders to the Registrar of Companies, which is expected to take place on 4 July 2012 and whereupon the Acquisition will be completed. The cash consideration payable to GoIndustry Shareholders under the Scheme will be sent to such Shareholders by Liquidity Services UK within 14 days of the date on which the Scheme becomes effective.

Trading in GoIndustry Shares on AIM is currently suspended and a request has been made by the Company to cancel the admission of the GoIndustry Shares to trading on AIM. Cancellation of the admission of the GoIndustry Shares to trading on AIM is expected to occur by no later than 7.00 a.m. on 5 July 2012.

The expected timetable for implementation of the Scheme is as follows:-

 
Scheme Effective Date                                                                             4 July 2012 
================================================================  =========================================== 
Cancellation of admission of GoIndustry Shares to trading on AIM    by no later than 7.00 a.m. on 5 July 2012 
================================================================  =========================================== 
Latest date of despatch of cheques and settlement through CREST   within 14 days of the Scheme Effective Date 
 or other form of payment 
================================================================  =========================================== 
Long Stop Date                                                                                 31 August 2012 
================================================================  =========================================== 
 

Note: All times shown are London times (unless otherwise stated). All dates and times are based on GoIndustry's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to GoIndustry Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

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

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