Posting of Scheme Document

 

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                               | [phone]  | 
+----------------------------------------------+------------------+ 
|                                              |                  | 
+----------------------------------------------+------------------+ 
| 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                                   | [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)                  | [phone] | 
+----------------------------------------------+------------------+ 
|                                              |                  | 
+----------------------------------------------+------------------+ 
| 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 
 
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