Court Sanction of Scheme of Arrangement

 

TIDMFGN 
 
RNS Number : 0538P 
Futuragene PLC 
08 July 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
8 July 2010 
 
                 FuturaGene plc ("FuturaGene" or "the Company") 
 
   Announcement of Court sanction of Scheme of Arrangement, issue of ordinary 
                      shares and directors' shareholdings 
 
Further to the announcement on 21 June 2010 in relation to the results of the 
Court Meeting and General Meeting, FuturaGene is pleased to announce that the 
Court has today sanctioned the Scheme in connection with the recommended all 
cash offer for the Company by Suzano Trading Limited a wholly owned subsidiary 
of Suzano Papel e Celulose S.A.. 
 
The Scheme remains conditional upon the Court confirming the Reduction of 
Capital at the Reduction Court Hearing which is scheduled for 12 July 2010 and 
the Reduction Court Order and Statement of Capital as approved by the Court 
being delivered to and registered by the Registrar of Companies . 
 
The last day for dealings in and for registration of transfers of FuturaGene 
Shares will be 9 July 2010. FuturaGene Shares will be suspended from trading on 
AIM with effect from 7:00 a.m. on 12 July 2010 and, subject to confirmation of 
the Reduction of Capital by the Court on 12 July 2010 and the Reduction Court 
Order, together with the Statement of Capital, being duly registered, trading in 
FuturaGene Shares on AIM will be cancelled with effect from 7.00 a.m. on 13 July 
2010. 
 
The Company has today issued a total of 820,000 FuturaGene Shares following 
exercise of FuturaGene Share Options.  The interests of the FuturaGene Directors 
who have exercised FuturaGene Share Options, immediately prior to, and following 
the issue of such FuturaGene Shares are as follows: 
 
+--------------+--------------+--------------+--------------+ 
| Director     | Number of    | Number of    | Percentage   | 
|              | FuturaGene   | FuturaGene   | of enlarged  | 
|              | Shares prior | Shares       | share        | 
|              | to exercise  | issued       | capital      | 
|              | of           | following    | following    | 
|              | FuturaGene   | exercise of  | issue of     | 
|              | Share        | FuturaGene   | FuturaGene   | 
|              | Options      | Share        | Shares       | 
|              |              | Options      |              | 
+--------------+--------------+--------------+--------------+ 
| Dr. Stanley  | 1,070,034*   | 250,000      | 2.21%        | 
| Hirsch       |              |              |              | 
+--------------+--------------+--------------+--------------+ 
| Dr. Ziv      | 62,694**     | 400,000      | 0.77%        | 
| Shani        |              |              |              | 
+--------------+--------------+--------------+--------------+ 
 
* Includes 1,065,751 FuturaGene Shares registered in the name of Ya'acov Messing 
in trust for Dr. Hirsch 
** Registered in the name of Ya'acov Messing in trust for Dr. Shani. 
 
Application has been made for these shares to be admitted to trading on AIM 
("Admission"). It is expected that Admission will become effective and dealings 
will commence at 8.00am on 13 July 2010. However, if as scheduled, the Scheme 
becomes effective on 13 July 2010 these shares will be cancelled in accordance 
with the Scheme and accordingly will not be admitted to trading. 
 
Following the issue of the 820,000 FuturaGene Shares, the Company's issued share 
capital consists of 59,792,239 FuturaGene Shares.  This figure of 59,792,239 
FuturaGene Shares may be used by shareholders in the Company as the denominator 
for the calculations by which they determine if they are required to notify 
their interest in, or change to their interest in, the share capital of the 
Company. 
 
Terms defined in the scheme document sent to FuturaGene Shareholders  on 28 May 
2010 (the "Scheme Document") have the same meanings in this announcement. 
 
All references to times in this announcement are to London times unless 
otherwise stated. 
 
For further information, please contact: 
 
FuturaGene Plc 
Mark Pritchard, Chairman                                     [phone] 
846 
Stanley Hirsch, CEO                                            [phone] 
 
Evolution Securities 
Neil Elliot                                                             +44 (0) 
20 7071 4300 
 
College Hill                                                        +44 (0) 20 
7457 2020 
Adrian Duffield/Carl Franklin/Rozi Morris 
 
Suzano Papel e Celulose 
André Dorf 
                                 [phone] 
 
BNP Paribas (financial adviser to Suzano Bidco and Suzano Papel e 
Celulose) 
Claude Herskovits (London)                                  +44 (0) 
20 7595 6709 
 
Leandro Almeida (São Paulo)                               +55 
11 3841 3626 
 
Tulchan Communications (PR adviser to Suzano Bidco) 
Andrew Grant 
                                      + 44 (0) 20 7427 155 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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