Posting of documents to shareholders and creditors (3716Y)

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RNS Number : 3716Y

Cattles PLC

21 December 2010

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

21 December 2010

Restructuring of Cattles plc

Posting of certain documents to shareholders and creditors

On 29 November 2010, Cattles plc ("Cattles") announced that it had received sufficient support from its key financial creditors to enable it to launch a restructuring of the Cattles group (the "Restructuring"). It announced that, as part of the Restructuring, four separate schemes of arrangement under Part 26 of the Companies Act 2006 (the "Act") would be proposed. These are schemes of arrangement between:

-- Cattles and its shareholders, pursuant to which the shares in Cattles will be acquired by Bovess Limited (the "Cattles Shareholder Scheme");

-- Cattles and certain of its creditors (the "Cattles Creditor Scheme");

-- Welcome Financial Services Limited ("WFSL"), being an indirectly wholly-owned subsidiary of Cattles, and certain of its creditors (the "WFSL Creditor Scheme"); and

-- Ewbanks Mail Order Limited ("Ewbanks"), being another indirectly wholly-owned subsidiary of Cattles, and certain of its creditors (the "Ewbanks Scheme").

In respect of each of these schemes of arrangement, Cattles wishes to announce the following.

Cattles Shareholder Scheme

Cattles is today posting a circular to its shareholders (the "Shareholder Scheme Document") containing, amongst other things, the full terms and conditions of the Cattles Shareholder Scheme, an explanatory statement pursuant to section 897 of the Act, an anticipated timetable of principal events and details of the actions to be taken by Cattles shareholders.

The Shareholder Scheme Document also contains notice of the Court-convened shareholder meeting (the "Court Meeting") and the general meeting of shareholders (the "General Meeting") at which Cattles shareholders can vote on the Cattles Shareholder Scheme. Both the Court Meeting and the General Meeting will be held at The Albert Hall Conference Centre, North Circus Street, Nottingham NG1 5AA on 31 January 2011, with the Court Meeting to commence at 10.00 a.m. and the General Meeting to commence at 10.30 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned).

The Shareholder Scheme Document is available for inspection at the offices of Freshfields Bruckhaus Deringer LLP (65 Fleet Street, London EC4Y 1HS) and at the registered office of Cattles (Kingston House, Centre 27 Business Park, Woodhead Road, Birstall, Batley, West Yorkshire WF17 9TD) during usual business hours on any business day until the Cattles Shareholder Scheme becomes effective (or it lapses or is withdrawn). A copy of the Shareholder Scheme Document will also be available on the Cattles website at www.cattles.co.uk/schemes.

A copy of the Shareholder Scheme Document has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

Cattles Creditor Scheme and the WFSL Creditor Scheme

Cattles and WFSL are today posting a joint letter to certain of their creditors. This letter attaches formal notice that Court-convened meetings of the creditors of Cattles and of WFSL to vote on the Cattles Creditor Scheme and the WFSL Creditor Scheme respectively will be held at The Albert Hall Conference Centre, North Circus Street, Nottingham NG1 5AA on 1 February 2011. The meetings for the Cattles Creditor Scheme will commence at 10.00 a.m. and the meetings for the WFSL Creditor Scheme at 11.00 a.m. (or such later time as the preceding Cattles Creditor Scheme meeting shall conclude or adjourn). The notice also informs creditors that copies of: (i) the Cattles Creditor Scheme; (ii) the WFSL Creditor Scheme; (iii) the explanatory statement to the Cattles Creditor Scheme and the WFSL Creditor Scheme required to be provided by section 897 of the Act; and (iv) the voting and proxy forms to enable creditors to vote on the Cattles Creditor Scheme and the WFSL Creditor Scheme are all available to be read or downloaded on www.cattles.co.uk/schemes.

Ewbanks Scheme

Ewbanks is today posting to certain of its creditors a document containing the full terms of the Ewbanks Scheme and an explanatory statement to the Ewbanks Scheme required to be provided by section 897 of the Act. It is also posting to them a voting and proxy form to enable them to vote on the Ewbanks Scheme. The Court-convened meetings of the creditors of Ewbanks to vote on the Ewbanks Scheme will be held at The Albert Hall Conference Centre, North Circus Street, Nottingham NG1 5AA on 1 February 2011 commencing at 12.30 p.m. (or at such later time as the preceding meeting is concluded or adjourned).

Other

In addition, Cattles has today posted to its shareholders a circular (the "Accounts Circular") containing notice of a general meeting of shareholders to approve the Company's Annual Report and Financial Statements for the financial year ended 31 December 2009 and other related matters. This meeting will be held at The Albert Hall Conference Centre, North Circus Street, Nottingham NG1 5AA on 31 January 2011 commencing at 11.00 a.m. (or as soon thereafter as the General Meeting relating to the Cattles Shareholder Scheme is concluded or adjourned).

A copy of the Accounts Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

In accordance with Rule 19.11 of the City Code on Takeovers and Mergers, a copy of this announcement will be published on Cattles' website at www.cattles.co.uk.

Enquiries

Cattles

Margaret Young, Executive Chairman 020 7269 7252

Financial Dynamics

Paul Marriott 020 7269 7252

FURTHER INFORMATION RELATING TO THE SHAREHOLDER SCHEME

Capitalised terms used in this section of this announcement shall, unless the context otherwise requires, have the meaning given to them in the Shareholder Scheme Document (as defined above).

This announcement is not intended to, and 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, the Scheme Proposal or otherwise. The Shareholder Scheme Document contains the full terms and conditions of the Cattles Shareholder Scheme (including details of how to vote in respect of the Cattles Shareholder Scheme). Any vote in respect of the Cattles Shareholder Scheme should be made only on the basis of the information contained in the Shareholder Scheme Document. Cattles Shareholders are advised to read the Shareholder Scheme Document carefully, once it has been despatched.

Lexicon, which is authorised and regulated in the UK by the FSA, is acting exclusively for Cattles and no one else in connection with the Scheme Proposal and will not be responsible to anyone other than Cattles for providing the protections afforded to its clients or for providing advice in relation to the Scheme Proposal or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

Shore Capital, which is authorised and regulated in the UK by the FSA, is acting exclusively for Bovess and no one else in connection with the Scheme Proposal and will not be responsible to anyone other than Bovess for providing the protections afforded to its clients or for providing advice in relation to the Scheme Proposal or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

Overseas Jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons who are subject to the laws of any jurisdiction other than the UK into whose possession this announcement comes should inform themselves about and observe any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company must make a disclosure (an "Opening Position Disclosure") following the commencement of the offer period. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, relevant securities of the offeree company. 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. on the tenth business day following the commencement of the offer period. Relevant persons who deal in relevant securities of the offeree company prior to the deadline for making an Opening Position Disclosure must instead make a dealing disclosure (a "Dealing Disclosure").

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. 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 the offeree company 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. 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 the offeree company, 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 either 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 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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