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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Fountains | LSE:FNT | London | Ordinary Share | GB0003480125 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 86.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCNT TIDMFNT RNS Number : 4007Y Connaught PLC 02 September 2009 Connaught PLC 2 September 2009 ? NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Connaught plc ("Connaught", or "the Company") Court approves Scheme of Arrangement for acquisition of Fountains plc On 15 July 2009 Connaught announced the agreement on the terms of a recommended share offer by Connaught for the entire issued and to be issued ordinary share capital of Fountains through a scheme of arrangement. Following Fountains' shareholders' approval of the Scheme, announced on 14 August 2009, Connaught is pleased to announce that on 1 September the Court made orders (the "Scheme Court Orders") sanctioning the scheme and confirming the cancellation of the scheme shares. The Scheme Orders have been delivered to the Registrar of Companies in England and Wales for registration effective tomorrow, 3 September 2009. The acquisition will deliver a step-change in Connaught's operational scale in the large and fragmented environmental market, further enhancing its service offering and supporting its long term growth prospects. Mark Tincknell, Chairman of Connaught, said: "The integration planning process has been progressing well as we work towards creating an environmental business with a truly nationwide capability. We look forward to updating the market further at our preliminary results on 13 October." Trading in Fountains ordinary shares on AIM was suspended at 7.00am on 1 September 2009, and will be cancelled with effect from 7.00am tomorrow, 3 September 2009. Application for the listing of the 3,573,568 new 2 pence ordinary Connaught Shares (the "New Connaught Shares") issued to Fountains Shareholders pursuant to the Scheme was granted by the UKLA on 28 August 2009. Admission to trading and commencement of dealings in the New Connaught Shares will be effective as of 7.00am tomorrow, 3 September 2009. After admission to trading of the New Connaught Shares, the issued share capital of the Company will be 134,631,854 2 pence ordinary shares. Expected Timetable of Principal Events +------------------------------------------------------+------------------------+ | Effective Date of Scheme | 3 September 2009 | | | | +------------------------------------------------------+------------------------+ | Cancellation of admission of Fountains Shares to | 7.00 a.m. on 3 | | trading on AIM | September 2009 | | | | +------------------------------------------------------+------------------------+ | Dealings in New Connaught Shares commence on the | 7.00 a.m. on 3 | | London Stock Exchange | September 2009 | | | | +------------------------------------------------------+------------------------+ | Latest date for despatch of certificated New | 17 September 2009 | | Connaught Shares and CREST stock accounts credited | | | with New Connaught Shares in uncertificated form | | | | | +------------------------------------------------------+------------------------+ Any capitalised term used but not defined in this announcement is as defined in the Scheme Document. For further information contact: +--------------------------+----------------------------+------------------------+ | Connaught plc | Mark Davies, Chief | +44 (0) 1392 444 546 | | | Executive Officer | | | | Stephen Hill, Financial | | | | Director | | +--------------------------+----------------------------+------------------------+ | Close Brothers Corporate | Peter Alcaraz | +44 (0)20 7655 3100 | | Finance | Jonathan Arrowsmith | | +--------------------------+----------------------------+------------------------+ | Finsbury | Faeth Birch | +44 (0)20 7251 3801 | | | Gordon Simpson | | +--------------------------+----------------------------+------------------------+ This announcement is not intended to, and does not constitute or form part of any offer to sell or an invitation to purchase or 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 UK 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. New Connaught Shares in the hands of certain persons in jurisdictions outside the United Kingdom are subject to certain restrictions as set out in the Scheme Document. 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. Further details in relation to overseas shareholders will be contained in the Scheme Document. Close Brothers Corporate Finance Ltd, ("Close Brothers"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Connaught and no one else in connection with the Proposal and will not be responsible to anyone other than Connaught for providing the protections afforded to clients of Close Brothers or for providing advice in relation to the Proposal or any other matters referred to in this announcement. No representation or warranty, express or implied, is made by Close Brothers as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued). Dealing disclosure requirements Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Connaught or of Fountains, 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 pm (GMT) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, 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 Connaught or Fountains, 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 UK Takeover Code, all "dealings" in "relevant securities" of Connaught or of Fountains by Connaught or Fountains, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) 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 UK Takeover 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. A copy of this announcement will be made available on Connaught's website: www.connaught.plc.uk This information is provided by RNS The company news service from the London Stock Exchange END MSCEAENAEDSNEFE
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