Tikit Group PLC Court sanction of Scheme (6188V)

TIDMTIK

RNS Number : 6188V

Tikit Group PLC

15 January 2013

15 January 2013

RECOMMENDED CASH OFFER

for

TIKIT GROUP PLC

by

BRITISH TELECOMMUNICATIONS PLC

to be effected

by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Court sanction of Scheme

On 14 November 2012 it was announced that the boards of British Telecommunications plc ("BT") and Tikit Group plc ("Tikit" or the "Company") had reached agreement on the terms of a recommended cash offer for Tikit by BT, for the entire issued and to be issued share capital of Tikit.

The Acquisition is to be implemented by way of a Court-approved scheme of arrangement (the "Scheme"), and the resolutions necessary to, amongst other things, approve the Scheme were passed at the Shareholder Meetings held on 14 December 2012.

On 10 January 2013, the Company conditionally upon Court Sanction approved the allotment of 694,569 ordinary shares of 10 pence each in the Company to satisfy the exercise of Tikit Options validly exercised ("Shares").

The Company is pleased to announce that the High Court of Justice in England and Wales (the "Court") has today made an order sanctioning the Scheme ("Court Sanction").

Following Court Sanction, 694,569 Shares have been allotted as a result of the exercise of share options by employees (including certain directors). Accordingly, application has been made for the Shares to be admitted to trading on the AIM Market of the London Stock Exchange ("AIM") which is expected to take place on 16 January 2013.

Subject to the Court confirming the Capital Reduction at the Reduction Court Hearing on 17 January 2013, it is expected that the Scheme will become effective on or before 18 January 2013. The Scheme Record Time is 6.00 p.m. on 16 January 2013.

It is expected that dealings in Tikit Shares on AIM will be suspended with effect from 7.30 a.m. on 17 January 2013 and that the Tikit Shares will cease to be admitted to trading on AIM by no later than 8.00 a.m. on 21 January 2013.

Words and expressions defined in the scheme document sent to Tikit Shareholders on 21 November 2012 (the "Scheme Document") shall, unless the context provides otherwise, have the same meanings in this announcement.

 
 Enquiries: 
 Tikit Group plc                              Tel: [phone] 
                                               3737 
 Mike McGoun, Non-Executive Chairman 
  David Lumsden, Chief Executive Office 
  Mike Kent, Finance Director 
 Investec Bank plc (financial adviser,        Tel: [phone] 
  nominated adviser and broker to Tikit)       5000 
 Andrew Pinder 
  Junya Iwamoto 
  Carlton Nelson 
 Tavistock Communications (public relations   Tel: [phone] 
  adviser to Tikit)                            3150 
  John West 
  Lulu Bridges 
 

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

Disclosure requirements of the Code

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 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 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 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.

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].

Publication on websites

Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Tikit's website at www.tikit.com/investors, up to and including the 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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