Scheme Document and Shareholder Meetings (2160O)

TIDMASTR TIDMEVOL

RNS Number : 2160O

Astaire Group Plc

14 September 2011

Astaire Group PLC

Posting of Scheme Document

Shareholder Meetings

14 September 2011

The Board of Astaire Group PLC ("Astaire") announces that, further to the announcement of 6 September 2011, the document containing the Scheme of Arrangement (the "Scheme Document") to cancel the Astaire Shares not held by Evolve Capital PLC ("Evolve") in consideration for the issue of New Evolve Shares or a Cash Alternative (the "Scheme") has been posted to Astaire Shareholders today and will be available shortly on the Company's website at www.astairegroup.co.uk.

The Scheme Document explains the background to and reasons for the Scheme, sets out the full terms of the Scheme and contains notices of Astaire Shareholder Meetings and other expected dates (assuming the Scheme is approved by Astaire Shareholders) as follows:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Event                                                    Time and/or 
                                                              date(1) 
                                                                 2011 
 Latest time for receipt of Blue Form of Proxy             11.00 a.m. 
  (or appointing proxies electronically) for the         on 5 October 
  Court Meeting                                                   (2) 
 Latest time for receipt of White Form of Proxy            11.10 a.m. 
  (or appointing proxies electronically) for the         on 5 October 
  General Meeting 
 Latest time for receipt of Form of Election or          3.00 p.m. on 
  submission of a valid TTE instruction on CREST            5 October 
 The following dates are subject to change; please see note (5) 
  below 
 Latest time for withdrawal of Form of Election          3.00 p.m. on 
  or submission of a valid TTE instruction in CREST         5 October 
 Scheme Voting Record Time                               6.00 p.m. on 
                                                        5 October (3) 
 Court Meeting                                             11.00 a.m. 
                                                         on 7 October 
 General Meeting                                           11.10 a.m. 
                                                         on 7 October 
                                                                  (4) 
 Last day of dealings in, and for registration             25 October 
  of transfers of, Astaire Shares 
 Scheme Record Time                                      6.00 p.m. on 
                                                           25 October 
 Suspension of Astaire Shares from trading on AIM        7.30 a.m. on 
                                                           26 October 
 Court hearing to sanction the Scheme and confirm          26 October 
  the cancellation of Share Premium Account 
 Court Hearing                                             26 October 
 Effective date of the Cancellation of Share Premium       26 October 
  Account 
 Effective Date of the Scheme                              26 October 
 New Evolve Shares issued                                  26 October 
 Cancellation of Astaire Shares from trading on          7.30 a.m. on 
  AIM                                                      27 October 
 New Evolve Shares admitted to trading on AIM and        by 8.00 a.m. 
  credited to CREST accounts                            on 27 October 
 Commencement of dealings in New Evolve Shares           by 8.00 a.m. 
  on AIM                                                on 27 October 
 Latest date for despatch of share certificates           10 November 
  in respect of the New Evolve Shares and of cheques 
  in respect of Cash Consideration or credit of 
  CREST accounts in relation to valid elections 
  for the Cash Alternative (as appropriate) due 
  under the Scheme by 
 

Notes

(1) All times shown in this document are London times unless otherwise stated. The dates and times given are indicative only and are based on Astaire's current expectations and may be subject to change (including as a result of changes to Court times, the regulatory timetable and/or the process for settlement of the Scheme). If any of the times and/or dates above change, the revised times and/or dates will be notified to Astaire Shareholders by announcement through a Regulatory Information Service.

(2) If the Blue Form of Proxy for the Court Meeting is not returned by the above time, it may be handed to the Registrars, 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 11.10 a.m. on 5 October 2011 to be valid.

(3) If either Shareholder Meeting is adjourned, the Scheme Voting Record Time for the adjourned Shareholder Meeting will be 6.00 p.m. on the date which is 48 hours before the date set for the adjourned Shareholder Meeting(s) and Forms of Proxy or Proxies submitted via CREST must be received by Capita Registrars no later than 48 hours (excluding any part of a day which is not a working day) before the time and date set for the adjourned Shareholder Meeting.

(4) To commence at 11.10 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.

(5) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date upon which the Court confirms the associated Reduction of Capital and whether the Conditions are satisfied or, where applicable, waived. If the expected date of the Scheme Court Hearing or the Reduction Court Hearing (and consequently the Effective Date) is changed, Astaire will give notice of this change to the extent practicable by issuing an announcement through a Regulatory Information Service.

The Court Meeting and the General Meeting will each be held at the offices of Fasken Martineau LLP, 17 Hanover Square, London W1S 1HU.

On 27 July 2011, a general meeting was held where the resolutions to receive the annual report and accounts to 31 December 2010 and to reappoint the auditors were approved. The meeting was then adjourned to 30 September 2011 (or such later date as the Astaire Board should announce) when the resolution to consider the cancellation of the admission of the Astaire Shares to trading on AIM would be considered (the "Adjourned Meeting").

It is intended that the meeting to be held on 30 September 2011 will itself be adjourned to 10.00 a.m. on 27 October 2011 at the offices of Fasken Martineau LLP, 17 Hanover Square, London W1S 1HU. If the Resolutions at the Shareholder Meetings described above are not passed (which will mean that the Scheme will not become effective) Astaire will send Shareholders shortly after the Shareholder Meetings a notice formally reconvening the Adjourned Meeting for 27 October 2011. However, if the Admission of Astaire Shares to AIM has been cancelled in accordance with the Scheme, the Adjourned Meeting to consider the cancellation on 27 October 2011 will not take place.

Enquiries:

Astaire Group Plc Tel: [phone]

Chris Roberts, Finance Director

Fairfax I.S. PLC

Nominated Adviser/Broker to Astaire Group Plc Tel: [phone]

David Floyd/Katy Birkin

Evolve Capital plc Tel: [phone]

Oliver Vaughan, Chairman

Allenby Capital Limited Tel: [phone]

Nominated Adviser/Broker to Evolve Capital plc

Nick Naylor/Nick Athanas

A copy of this announcement, the Scheme Document and certain information published or otherwise made available by Astaire in connection with the recommended Scheme is available at: http://www.astairegroup.co.uk. A copy of this announcement, the Scheme Document and certain information published or otherwise made available by Evolve in connection with the recommended Scheme is also available on Evolve's website at www.evolvecapital.co.uk.

Fairfax, which is authorised and regulated in the United Kingdom by the Financial Services Authority, has authorised this Announcement for the purposes of section 21 of FSMA. The principal place of business of Fairfax I.S. PLC is 46 Berkeley Square, Mayfair, London W1J 5AT. Fairfax is acting exclusively for Astaire and no one else in connection with the Scheme and will not be responsible to anyone other than Astaire for providing the protections afforded to customers of Fairfax or for providing advice in relation to the Scheme or any other matter referred to herein.

This Announcement does not constitute, or form part of, an offer or invitation to purchase any securities.

The persons responsible for this announcement are the directors of Astaire. To the best of the knowledge and belief of the Directors of Astaire, the information in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This information is provided by RNS

The company news service from the London Stock Exchange

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