We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
European Cap | LSE:ECAS | London | Ordinary Share | GG00B1VN4N54 | ORD NPV |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.45 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMECAS RNS Number : 6749N European Capital Limited 20 February 2009 First Floor, Dorey Court Admiral Park St. Peter Port, Guernsey GY1 6HJ FOR IMMEDIATE RELEASE 20 February 2009 PROPOSED ACQUISITION OF EUROPEAN CAPITAL BY AMERICAN CAPITAL - ADJOURNMENT AND RESCHEDULING OF SHAREHOLDER MEETINGS On 10 November 2008, European Capital Limited ("European Capital") and American Capital, Ltd. ("ACAS"), the 67.7% owner of European Capital, announced that they had reached agreement on the terms of a recommended all-share offer to be made by ACAS for all of the ordinary shares of European Capital held by other investors (the "Acquisition"). The Acquisition is to be implemented by means of a scheme of arrangement provided for under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme"). On 12 January 2009, European Capital announced the posting to its shareholders of the scheme document in relation to the Acquisition (the "Scheme Document") which contained, amongst other things, notices convening the shareholders' Court Meeting and Extraordinary General Meeting to approve the Scheme (the "Shareholder Meetings"). The Shareholder Meetings had been scheduled to be held in Guernsey on 23 February 2009. On 18 February 2009, European Capital announced its intention to adjourn the Shareholder Meetings in order to give shareholders a reasonable opportunity to consider ACAS's report on its fourth quarter results (the "ACAS Q4 Results"), expected to be released on 2 March 2009, prior to voting at the Shareholder Meetings. European Capital today announces that the adjourned Court Meeting is now scheduled to be held at First Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 6HJ at 11:00 a.m. on 19 March 2009. The adjourned Extraordinary General Meeting is now scheduled to be held at First Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 6HJ at 11:15 a.m. (or as soon thereafter as the Court Meeting shall have concluded or been adjourned). European Capital intends to circulate a copy of the ACAS Q4 Results to European Capital shareholders by 11 March 2009. Enquiries: ACAS Thomas McHale Tel: +1 (301) 951 6122 Justin Cressall Citigroup Global Markets Limited (Financial adviser to ACAS) London Tel: +44 (0) 20 7986 4000 Ian Hart Jolyon Luke New York Tel: +1 (212) 816 9807 Tim Devine Lexicon Partners Limited (Financial adviser to European Capital)Tel: +44 (0) 20 7653 6000 Charles Outhwaite Lucy Garrett IMPORTANT DISCLOSURES This announcement is not intended to, and does not, constitute or form any part of an offer to sell or invitation to sell or purchase any securities or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. The Acquisition will be made solely by means of the Scheme Document (or any document through which the proposals of the Acquisition are actually made), which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Shareholders in European Capital are advised to read the formal documentation in relation to the Acquisition carefully because it contains important information relating to the Acquisition. The Acquisition will be subject to the conditions and further terms set out in the Scheme Document (or any document through which the proposals of the Acquisition are actually made). This announcement and all other materials related to the Acquisition are solely directed to existing shareholders in European Capital. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or any document through which the proposals of the Acquisition are actually made). Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ACAS and no one else in relation to the matters referred to in this announcement and will not be responsible to anyone other than ACAS for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in relation to these matters, the content of this announcement or any matter referred to herein. Lexicon Partners Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for European Capital and no-one else in connection with the Scheme and will not be responsible to anyone other than European Capital for providing the protections afforded to clients of Lexicon Partners Limited or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. The distribution of this announcement in jurisdictions other than the UK or Guernsey may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK or Guernsey should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law, the laws of Guernsey and the City Code 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 of jurisdictions outside the UK and Guernsey. The Acquisition will be subject to the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the City Code. NOTICE TO US INVESTORS IN EUROPEAN CAPITAL The Acquisition relates to the shares of a company registered under the laws of Guernsey and is subject to UK and Guernsey disclosure requirements (which are different from those in the US) and is proposed to be made by means of a scheme of arrangement provided for under Guernsey company law. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK and Guernsey to schemes of arrangement which differ from the disclosure requirements for US proxy solicitations, shareholder votes or tender offers. The settlement procedure with respect to the Acquisition will be consistent with UK practice, which may differ from procedures in comparable transactions in countries other than the UK in certain material respects, particularly with regard to date of settlement. If ACAS exercises its right to implement the Acquisition by way of a takeover offer, the offer will be made in compliance with applicable US securities laws and regulations. Neither the SEC nor any securities commission of any state of the United States has (a) approved or disapproved of the Acquisition; (b) passed upon the merits or fairness of the Acquisition; or (c) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary may be a criminal offence in the United States. DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of European Capital or ACAS, all "dealings" in any "relevant securities" of that company, (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme and/or City Code offer becomes effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of European Capital or ACAS, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of European Capital or ACAS by European Capital or ACAS, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City 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, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange END NOESEAFISSUSESE
1 Year European Cap Chart |
1 Month European Cap Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions