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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Futuragene | LSE:FGN | London | Ordinary Share | GB0031791782 | ORD 0.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 89.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMFGN RNS Number : 7192M Futuragene PLC 28 May 2010 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 28 May 2010 FuturaGene plc ("FuturaGene" or the "Company") Posting of Scheme Document On 13 May 2010, the FuturaGene Board and the Suzano Papel e Celulose Board announced they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued ordinary share capital of FuturaGene by Suzano Trading Limited ("Suzano Bidco"), a wholly owned subsidiary of Suzano Papel e Celulose S.A. ("Suzano Papel e Celulose")(the "Proposal"). The Proposal will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). FuturaGene now announces that it is today posting a circular to all FuturaGene Shareholders (the "Scheme Document"), containing, amongst other things: (i) the terms and conditions of the Scheme; (ii) an explanatory statement relating to the Scheme pursuant to section 897 of the Companies Act 2006; (iii) an anticipated timetable of principal events; and (iv) details of the actions to be taken by FuturaGene Shareholders. The Scheme Document will be posted to FuturaGene Optionholders and FuturaGene Warrant Holders, for information only, in due course and at such time appropriate proposals will be made to FuturaGene Optionholders and FuturaGene Warrant Holders in respect of the Proposal. As described in the Scheme Document, to become effective, the Scheme will need to be approved at the Court Meeting and will require the passing of a special resolution at the General Meeting. The Court Meeting and the General Meeting will be held on 21 June 2010 at the offices of DLA Piper UK LLP, 3 Noble Street, London, EC2V 7EE. Notices of the Court Meeting and the General Meeting are set out in the Scheme Document. The anticipated timetable of principal events is as follows: +-------------------------------------------+-------------------+ | Latest time for receipt of blue Form of | 10.30 a.m. on 17 | | Proxy for the Court Meeting | June 2010 | +-------------------------------------------+-------------------+ | Latest time for receipt of white Form of | 10.40 a.m. on 17 | | Proxy for the General Meeting | June 2010 | +-------------------------------------------+-------------------+ | Voting Record Time | 6.00 p.m. on 19 | | | June 2010 | +-------------------------------------------+-------------------+ | Court Meeting | 10.30 a.m. on 21 | | | June 2010 | +-------------------------------------------+-------------------+ | General Meeting | 10.40 a.m. on 21 | | | June 2010 | +-------------------------------------------+-------------------+ | The following dates are subject to | | | change: | | +-------------------------------------------+-------------------+ | Scheme Court Hearing date | 8 July 2010 | +-------------------------------------------+-------------------+ | Last day of dealings in, and for | 9 July 2010 | | registration of transfers of, and | | | disablement in CREST of FuturaGene Shares | | +-------------------------------------------+-------------------+ | Reduction Record Time | 6.00 p.m. on 9 | | | July 2010 | +-------------------------------------------+-------------------+ | Reduction Court Hearing date | 12 July 2010 | +-------------------------------------------+-------------------+ | Effective Date of the Scheme | 13 July 2010 | +-------------------------------------------+-------------------+ +-------------------------------------------+-------------------+ | Cancellation of admission to trading on | 7.00 a.m. on 13 | | AIM of FuturaGene Shares | July 2010 | +-------------------------------------------+-------------------+ | Latest date for payment of the | 27 July 2010 | | Consideration | | +-------------------------------------------+-------------------+ All references to times in the above timetable are to London time unless otherwise stated. The dates set out above are indicative only and will depend, amongst other things, on whether the Conditions are satisfied or (if capable of waiver) waived, the date on which the Court sanctions the Scheme and confirms the associated Reduction of Capital. If there are any revisions to the timetable, the FuturaGene Board will make an appropriate announcement as soon as practicable. The Scheme Document is available for inspection at the offices of DLA Piper UK LLP, 3 Noble Street, London, EC2V 7EE during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the Effective Date. A copy of the Scheme Document has also been made available on the FuturaGene website http://www.futuragene.com. Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document. +----------------------------------------------+------------------+ | Enquiries: | | +----------------------------------------------+------------------+ | FuturaGene | | +----------------------------------------------+------------------+ | Mark Pritchard, Chairman | +44 (0) 7802 | | | 827 846 | +----------------------------------------------+------------------+ | Stanley Hirsch | +972 54 456 272 | +----------------------------------------------+------------------+ | | | +----------------------------------------------+------------------+ | Evolution Securities | | +----------------------------------------------+------------------+ | Tim Worlledge | +44 (0) 20 | | | 7071 4300 | +----------------------------------------------+------------------+ | Neil Elliot | | +----------------------------------------------+------------------+ | | | +----------------------------------------------+------------------+ | College Hill | | +----------------------------------------------+------------------+ | Adrian Duffield | +44 (0) 20 | | | 7457 2020 | +----------------------------------------------+------------------+ | | | +----------------------------------------------+------------------+ | Suzano Papel e Celulose | | +----------------------------------------------+------------------+ | André Dorf | +55 11 3503 9240 | +----------------------------------------------+------------------+ | | | +----------------------------------------------+------------------+ | 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 1554 | +----------------------------------------------+------------------+ BNP Paribas London Branch ("BNPP") is authorised by the CECEI and supervised by the Commission Bancaire. It is also authorised and subject to limited regulation by the FSA. BNPP is acting for Suzano Bidco and Suzano Papel e Celulose and no one else in connection with the Proposal and will not be responsible to anyone other than Suzano Bidco and Suzano Papel e Celulose for providing the protections afforded to clients of BNPP or for providing advice in relation to the Proposal. Evolution Securities, which is authorised and regulated in the UK by the FSA, is acting for FuturaGene and for no one else in connection with the Proposal and will not be responsible to anyone other than FuturaGene for providing the protections afforded to clients of Evolution Securities or for providing advice in relation to the Proposal, the content of this announcement or any matter referred to herein. Neither Evolution Securities nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evolution Securities in connection with this announcement, any statement contained herein or otherwise. This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any response to the Proposal should be made only on the basis of information referred to in the Scheme Document. The availability of the Proposal to Overseas Shareholders may be affected by the laws of the relevant jurisdiction in which they are located. Overseas Shareholders should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Scheme Circular. This announcement has been prepared in accordance with English Law and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed in accordance with the laws of jurisdictions outside England. Copies of this announcement and any formal documentation relating to the Proposal are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or form any Restricted Jurisdiction. If the Proposal is implemented by way of a takeover offer (unless otherwise determined by Suzano Bidco and permitted by applicable law and regulation), the takeover offer may not be made directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or securities exchange of any Restricted Jurisdiction and the takeover offer may not be capable of acceptance by any such use, means, instrumentality or facility. The Proposal will be carried out by way of a Court-sanctioned scheme of arrangement under English law and will be subject to procedural requirements which may be different from those applicable under the procedures and laws of other jurisdictions. This information is provided by RNS The company news service from the London Stock Exchange END OUPAPMLTMBMTMPM
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