Posting of Scheme Document (9798D)

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RNS Number : 9798D

GoIndustry-DoveBid PLC

23 May 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.

RECOMMENDED CASH ACQUISITION OF GOINDUSTRY-DOVEBID PLC

BY LIQUIDITY SERVICES LIMITED

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

Posting of Scheme Document

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").

Accordingly, GoIndustry now announces that a circular to GoIndustry Shareholders in relation to the Scheme (the "Scheme Document") is being posted to GoIndustry shareholders today, 23 May 2012. 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.

Notices of the Court Meeting and the General Meeting

Notices of the Court Meeting and the General Meeting are set out in the Scheme Document. Both the Court Meeting and the General Meeting will be held on Wednesday, 13 June 2012 at the offices of Lawrence Graham LLP, 4 More London Riverside, London SE1 2AU, with the Court Meeting to commence at 10.00 a.m. and the General Meeting to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).

Timetable

The Scheme Document also contains an expected timetable of principal events relating to the Scheme, a copy of which is set out in the appendix to this announcement. As set out in that timetable, subject to the satisfaction or waiver of the Conditions to the Scheme, it is currently expected the Scheme will become effective on 4 July 2012. However, the dates in the timetable are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme and the associated Capital Reduction.If any of the expected dates set out in the timetable change, the Company will give notice of the change by issuing an announcement to a Regulatory Information Service.

The Scheme Document is available to view and download on the Company's website at http://www.go-dove.com/company/InvestorRelations.asp under the heading 'Recommended Cash Acquisition by Liquidity Services'.

All references in this announcement to times are to London time.

Unless the context otherwise requires, terms defined in the Scheme Document have the same meanings 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.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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 websites referred to above is not incorporated into and does not form part of this announcement.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme.

 
Event                                                                                                    Time and date 
Latest time for lodging Forms of Proxy for the:- 
  Court Meeting (WHITE Form of Proxy)                                                    10.00 a.m. on 11 June 2012(1) 
  General Meeting (BLUE Form of Proxy)                                                   10.15 a.m. on 11 June 2012(2) 
Voting Record Time                                                                        6.00 p.m. on 11 June 2012(3) 
Court Meeting                                                                               10.00 a.m. on 13 June 2012 
General Meeting                                                                          10.15 a.m. on 13 June 2012(4) 
Certain of the following dates are subject to change (please see note 
5 below) 
Scheme Court Hearing                                                                                      29 June 2012 
Completion of UK Share Sale Agreement and US Assets Sale Agreement                                         1 July 2012 
Last day of dealings in, and for registration of transfer of, and                                       2 July 2012(5) 
disablement of CREST of, 
GoIndustry Shares 
Scheme Record Time                                                                         5.00 p.m. on 2 July 2012(5) 
Suspension of trading in GoIndustry Shares on AIM                                             7.30 a.m. on 3 July 2012 
Capital Reduction Court Hearing                                                                         3 July 2012(5) 
Scheme Effective Date                                                                                   4 July 2012(5) 
Cancellation of admission of GoIndustry Shares to trading on AIM          by no later than 7.00 a.m. on 5 July 2012(5) 
Latest date of despatch of cheques and settlement through CREST         within 14 days of the Scheme Effective Date(5) 
 or other form of payment 
Long Stop Date                                                                                          31 August 2012 
 

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.

The Court Meeting and the General Meeting will each be held at the offices of Lawrence Graham LLP, 4 More London Riverside, London SE1 2AU.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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