Scheme of Arrangement becomes effective

 

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RNS Number : 7691Q 
Energybuild Group PLC 
09 August 2010 
 

 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF SOUTH AFRICA OR 
JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
FOR IMMEDIATE RELEASE 
 
9 August 2010 
                              Energybuild Group plc 
                        ("Energybuild" or the "Company") 
 
                    Scheme of Arrangement becomes effective 
 
Further to the announcement on 6 August 2010 that the Court had sanctioned the 
Scheme and confirmed the Reduction of Capital, Energybuild is pleased to 
announce that the Order has today been filed with the Registrar of Companies at 
Companies House and the Scheme is now effective. 
 
It is expected that the cancellation of admission of Energybuild Shares to 
trading on AIM and the admission of the New Western Shares will take place at 
7.00 a.m. on Tuesday 10 August 2010. CREST accounts will be credited on 10 
August 2010 and the latest day for the despatch of share certificates in respect 
of the New Western Shares is 24 August 2010. 
 
Capitalised terms used in this announcement have the same meanings as given to 
them in the Scheme Document unless the context requires otherwise. 
 
For further information please contact: 
 
+-------------+--------+--------------+ 
| Energybuild |        | + 44         | 
| Group Plc   |        | (0)          | 
| Colin Cooke |        | 1639 722 400 | 
| / Rhidian   |        |              | 
| Davies      |        |              | 
+-------------+--------+--------------+ 
| Arbuthnot   |        | + 44         | 
| Securities  |        | (0) 20       | 
| Limited     |        | 7012 2000    | 
| James       |        |              | 
| Steel / Ed  |        |              | 
| Groome      |        |              | 
+-------------+--------+--------------+ 
| St          |        | + 44         | 
| Brides      |        | (0)          | 
| Media       |        | 207 236 1177 | 
| &           |        |              | 
| Finance     |        |              | 
| Limited     |        |              | 
| Hugo de     |        |              | 
| Salis       |        |              | 
+-------------+--------+--------------+ 
 
 
ENDS 
 
 
All times referred to are London times unless otherwise stated. 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer to sell or an invitation to purchase or to subscribe for any 
securities pursuant to the Proposal or otherwise or the solicitation of any vote 
or approval in any jurisdiction. 
 
The availability of the Proposal to persons not resident in the United Kingdom 
may be affected by the laws of the relevant jurisdiction. Any persons who are 
subject to the laws of any jurisdiction other than the UK should inform 
themselves about and observe any applicable requirements. 
 
Copies of this announcement are not being, and must not be, directly or 
indirectly mailed or otherwise forwarded, distributed or sent in or into any 
jurisdiction where to do so would violate the laws of that jurisdiction and 
persons receiving this announcement (including custodians, nominees and 
trustees) must not mail or otherwise forward, distribute or otherwise send it 
in, or into or from any such jurisdiction. 
 
This announcement, including information included or incorporated by reference 
in this announcement, may contain "forward-looking statements" concerning the 
Energybuild Group and the Western Group. Generally, the words "will", "may", 
"should", "continue", "believes", "expects", "intends", "anticipates" or similar 
expressions identify forward-looking statements. These forward-looking 
statements involve risks and uncertainties that could cause actual results to 
differ materially from those expressed in the forward-looking statements.  Many 
of these risks and uncertainties relate to factors that are beyond the 
companies' abilities to control or estimate precisely, such as future market 
conditions and the behaviours of other market participants, and therefore undue 
reliance should not be placed on such statements. Energybuild and Western assume 
no obligation and do not intend to update these forward-looking statements, 
except as required pursuant to applicable law. 
 
Arbuthnot Securities, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting for Energybuild and no one else in 
connection with the matters described in this announcement and will not be 
responsible to anyone other than Energybuild for providing the protections 
afforded to customers of Arbuthnot Securities or for providing advice in 
relation to the Proposal or any other matters referred to in this announcement. 
 
Disclosure Requirements of the Takeover Code 
 
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 Takeover 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]. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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