Court Sanction of Scheme of Arrangement (1998G)

TIDMLEE

RNS Number : 1998G

Lees Foods Plc

26 June 2012

LEES FOODS PLC ("Lees" or the "Company")

Court Sanction of the Scheme of Arrangement

The Company is pleased to announce that the Court has today sanctioned the Scheme, authorised the Re--registration and confirmed the Capital Reduction to effect the recommended cash offer for Lees by Randotte (No.555) Limited ("Randotte").

The Scheme and associated Re-registration and Capital Reduction is expected to become effective on 27 June 2012 once a certified copy of the Court Order and statement of capital has been registered with the Registrar of Companies in Scotland.

It is expected that the cancellation of admission to trading of Lees Shares on the AIM Market of the London Stock Exchange will take place at 7.00 a.m. on 28 June 2012.

The Consideration of 230 pence per Lees Share to be paid by Randotte to Scheme Shareholders pursuant to the Scheme is expected to be despatched (in the case of certificated holders of Lees Shares) or settled in CREST (in the case of uncertificated holders of Lees Shares) on or prior to 10 July 2012.

Capitalised terms not otherwise defined, shall have the same meanings as set out in the scheme document sent to shareholders on 19 April 2012.

Enquiries:

 
 Lees Foods Plc                                                      01236 441600 
 Clive Miquel 
 Randotte (NO. 555)                                                  01236 441600 
  Limited 
 David Simson 
 Grant Thornton UK LLP                                               020 7383 5100 
  Financial Adviser 
  to Randotte (No. 555) 
  Limited 
 Philip Secrett, Colin 
  Aaronson or David Hignell 
 Shore Capital and Corporate                                         020 7408 4090 
  Limited 
  Financial Adviser 
  to Lees Foods Plc 
 Stephane Auton or Patrick 
  Castle 
 

Shore Capital and Corporate Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Lees and for no one else in connection with the Acquisition and will not be responsible to anyone other than Lees for providing the protections afforded to clients of Shore Capital and Corporate Limited nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Randotte and for no one else in connection with the Acquisition and will not be responsible to anyone other than Randotte for providing the protections afforded to clients of Grant Thornton UK LLP nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Important information

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purposes of complying with UK law, the Code and the AIM Rules 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 and regulations of any other jurisdiction.

The availability of this announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not so resident should inform themselves about and observe any applicable requirements in those jurisdictions.

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.

The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Lees or the Lees Group, except where otherwise stated.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is, or becomes, "interested" (directly or indirectly) in 1 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 the offeree company and any paper offeror.

An "Opening Position Disclosure" by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 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 of the Code. A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (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 of the Code.

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

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 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].

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8 of the Code, you should contact an independent financial adviser authorised by the FSA under FSMA or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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