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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Lees Foods | LSE:LEE | London | Ordinary Share | GB00B09Y4116 | ORD 100P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 232.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMLEE
RNS Number : 6849B
Lees Foods Plc
19 April 2012
Lees Foods Plc ("Lees" or the "Company")
Posting of Scheme Document
On 10 April 2012, Randotte (No.555) Limited ("Randotte") announced the terms of a recommended offer under which it is proposed that Randotte will acquire the entire issued share capital of the Company (the "Acquisition"). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Lees announces that it is today posting a scheme document to shareholders (the "Scheme Document"), containing further information on the Scheme and convening the Court Meeting and the General Meeting for 10.00 a.m. and 10.15 a.m. respectively on 15 May 2012 at the offices of Burness LLP, 50 Lothian Road, Edinburgh EH3 9WJ. Subject to the requisite approvals being obtained at the Court Meeting and General Meeting and the sanction of the Court, it is currently expected that the Scheme will be implemented on 12 June 2012.
Full details of the Court Meeting and the General Meeting, information on both Lees and Randotte, further details of the Scheme and the terms and conditions of the Acquisition are all set out in the Scheme Document.
Expected timetable of principal events:
Event Time and/or Date Posting of Scheme Document 19 April 2012 Latest time for receipt 10.00 a.m. on 13 of BLUE Forms of Proxy May 2012 Latest time for receipt 10.15 a.m. on 13 of WHITE Forms of Proxy May 2012 Voting Record Time 6.00 p.m. on 13 May 2012 Court Meeting 10.00 a.m. on 15 May 2012 General Meeting 10.15 a.m. on 15 May 2012 The following dates are indicative only and subject to change (please see note 4 below) Last day of dealings in, 8 June 2012 and for registration of transfers of, and disablement in CREST of, Lees Shares Scheme Record Time 6.00 p.m. on 8 June 2012 Dealings in Lees Shares 7.30 a.m. on 11 suspended June 2012 Court hearing to sanction 11 June 2012 the Scheme, authorise the Re-registration and confirm the Capital Reduction Effective Date 12 June 2012 Cancellation of listing 7.00 a.m. on 13 of Lees Shares on AIM June 2012 Latest date for dispatch 26 June 2012 of cheques and crediting of CREST accounts for Consideration due under the Scheme Latest date for the Scheme 28 June 2012 becoming effective (unless otherwise agreed)
Unless otherwise stated, all references to times in this announcement are to London times.
Notes:
1. If the BLUE Form of Proxy for the Court Meeting is not returned by the above time, it may be handed to Capita Registrars, on behalf of the chairman of the Court Meeting, at the Court Meeting, before the taking of the poll. However, the WHITE Form of Proxy for the General Meeting must be returned by 10.15 a.m. on 13 May 2012 to be valid.
2. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date two days before the date set for the adjourned meeting.
3. The General Meeting will commence at 10.15 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.
4. These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme, authorises the Re-registration and confirms the associated Capital Reduction and the date on which the Conditions set out in Part IV of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Lees will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service. A copy of any announcement amending this timetable issued pursuant to this note will be published on Lees' website.
Capitalised terms not otherwise defined, shall have the same meanings as set out in the Scheme Document.
A copy of this announcement, the Scheme Document and the documents listed in paragraph 14 of Part IX of the Scheme Document will be available free of charge on Lees' website, www.leesfoods.co.uk, until the Effective Date.
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 or of Randotte, 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 +44 (0)20 7638 0129.
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 +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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