Court confirms Capital Reduction (7255S)

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RNS Number : 7255S

Group NBT PLC

24 November 2011

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

RECOMMENDED CASH OFFER

For

Group NBT plc ("Group NBT" or the "Company")

By

Newton Bidco Limited ("Bidco")

(the "Acquisition")

Court confirms Capital Reduction

Further to the announcement on Tuesday, 22 November 2011, the Board of Group NBT is pleased to announce that earlier today, in connection with the Scheme by which the Acquisition is being implemented, the Court confirmed the Capital Reduction. This follows the Court's sanction of the Scheme at a hearing held on Tuesday, 22 November 2011.

it is anticipated that the Scheme will become effective on Friday, 25 November 2011 (the "Scheme Effective Date").

The Company confirms that, with effect from 7.30 a.m. this morning, trading in Group NBT Shares was suspended on AIM. The Company has made a request to AIM for the admission of Group NBT's Shares to trading on AIM to be cancelled by no later than 8.00 a.m. on Monday 28 November 2011.

Holders of Scheme Shares are entitled to receive 550 pence for each Group NBT Share held by them at the Scheme Record Time (being 6:00 p.m. (London time) on Wednesday 23 November 2011). In accordance with the terms of the Scheme, the consideration due to Scheme Shareholders will be sent within 14 days of the Scheme Effective Date.

Terms used in this Announcement shall (unless the context otherwise requires) have the same meanings as set out in the Scheme Document dated 12 October 2011.

A copy of this announcement will be made available on Group NBT's website at www.groupnbt.com as soon as practicable.

Enquiries

 
 Group NBT                                     Tel: [phone] 
  Richard Madden                                9200 
  Geoff Wicks 
 Numis (lead financial adviser and broker      Tel: [phone] 
  to Group NBT)                                 1000 
  Michael Meade 
  Simon Willis 
  James Black 
 Arbuthnot (independent Rule 3 adviser to      Tel: [phone] 
  Group NBT)                                    2000 
  Tom Griffiths 
  Rebecca Gordon 
  Ed Groome 
 Biddicks (public relations adviser to Group   Tel: [phone] 
  NBT)                                          6378 
  Zoe Biddick 
  Sophie McNulty 
 

Numis Securities Limited is acting exclusively for Group NBT and no one else in connection with the Cash Offer and will not be responsible to anyone other than Group NBT for providing the protections afforded to clients of Numis Securities Limited or for providing advice in connection with the Cash Offer or any matter referred to herein.

Arbuthnot Securities Limited is acting exclusively for Group NBT and no one else in connection with the Cash Offer and will not be responsible to anyone other than Group NBT for providing the protections afforded to clients of Arbuthnot Securities Limited or for providing advice in connection with the Cash Offer or any matter referred to herein.

Morgan Stanley & Co. Limited is acting for Bidco and HgCapital and no one else in connection with the Cash Offer and will not be responsible to anyone other than Bidco and HgCapital for providing the protections afforded to clients of Morgan Stanley & Co. Limited, or for giving advice in connection with the Cash Offer or any matter referred to herein.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Numis during business hours on 020 7260 1000 or by submitting a request in writing to Numis at the London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Cash Offer should be in hard copy form.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Cash Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Cash Offer, including details of how to accept the Cash Offer. Any response in relation to the Cash Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the Cash Offer is made.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the City 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 jurisdictions outside the United Kingdom. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Cash Offer relates to shares of 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 US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Bidco were to elect to implement the Cash Offer by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

Unless otherwise determined by Bidco or required by the City Code, and permitted by applicable law and regulation, the Cash Offer 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 Cash Offer 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 Cash Offer 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 Cash Offer (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.

The availability of the Cash Offer to Group NBT 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.

Forward Looking Statements

This announcement contains statements that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Group NBT's operations and potential synergies resulting from the Cash Offer; and (iii) the effects of government regulation on Bidco's or Group NBT's business.

These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of Bidco or Group NBT. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Bidco or Group NBT or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco and Group NBT disclaim any obligation to update any forward looking or other

statements contained herein, except as required by applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 1% 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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