Results of AGM / Court / EGM meetings

 

TIDMGGA 
 
RNS Number : 8421Q 
Georgica PLC 
20 April 2009 
 
 
 
 
 
Georgica PLC 
 
 
 
 
Not for release, publication or distribution, in whole or in part, in or into or 
from Australia, Canada, Japan, South Africa or the United States or any other 
jurisdiction where to do so would constitute a violation of the relevant laws or 
regulations of such jurisdictions 
 
 
Georgica PLC 
 
 
Results of Meetings. 
 
 
Georgica today held its Annual General Meeting. This was followed by the Court 
Meeting and the Extraordinary General Meeting in connection with the proposed 
scheme of arrangement (the "Scheme"), previously announced on 10 March 2009, to 
implement the re-organisation of Georgica by establishing it as a wholly owned 
subsidiary of a newly incorporated parent company, named Essenden Public Limited 
Company ("Essenden") in order to facilitate the return of cash to shareholders. 
A circular was posted to shareholders on 18 March 2009 setting out the terms of 
the Scheme (the "Scheme Document") 
 
 
Annual General Meeting 
 
 
All resolutions were approved by the requisite majorities. 
 
 
Court Meeting 
 
 
At the Court Meeting the Scheme was approved without modification by a majority 
in number of those voting in person or by proxy representing 98.12 per cent. in 
nominal value of the Georgica ordinary shares held by those Georgica ordinary 
shareholders present and voting in person or by proxy. 
 
 
Extraordinary General Meeting 
 
 
At the Extraordinary General Meeting both resolutions were passed by a majority 
of 96.39 per cent. of those present and voting in person or by proxy. 
Capitalised terms not otherwise defined in this announcement shall have the 
meanings given to them in the Scheme Document. 
Timetable to completion 
 
 The expected timetable of principal events is as 
follows*: 
 
 
20 May 2009                                    Last day of 
dealings in, and for registration of transfers, 
 
                             and disablement of Georgica Shares in 
CREST 
 
 
20 May 2009 6:00 pm                      Scheme Record 
Time 
 
 
21 May 2009                                   Court 
Hearing 
 
 22 May 2009Scheme Effective Date 
 
 22 May 2009Allotment of 
new shares in Essenden 
 
 22 May 2009Share Capital Consolidation 
 
 26 
May 2009 8:00 am                     Cancellation of trading of Georgica 
Shares 
 
 26 May 2009 8:00 amExpected date of Admuission and commencement of 
 
 

                                                      trading of the 
Essenden shares on AIM and of the 
 
             Essenden notes on PLUS-quoted and CREST accounts 
 
                                         credited in respect of Essenden 
Shares 
 
 No later than 5 June 2009  Posting of certificates for Essenden 
Shares and Essenden Notes 
 
*These times and dates are indicative only and will depend on, amongst other 
things, the date upon which the Court sanctions the Scheme and/or on which the 
Scheme becomes effective, which will in turn, be dependent on the conditions to 
the Scheme being satisfied or waived. If there are any revisions to the 
timetable, the Georgica Board will make an appropriate announcement as soon as 
reasonably practicable. It is not intended that any supplemental circular would 
be sent to Georgica Shareholders in this event. 
Distribution of announcement and other matters 
The information contained in this announcement may not be the same as that 
required under the laws of jurisdictions outside England and Wales. The 
distribution of this announcement in jurisdictions other than England and Wales 
may be restricted by law and therefore persons into whose possession this 
announcement comes should inform themselves about and observe such restrictions. 
Any failure to comply with the restrictions may constitute a violation of the 
securities laws of any such jurisdiction. 
This announcement does not constitute an offer to sell or issue, or the 
solicitation of an offer to buy or subscribe for, securities in any jurisdiction 
in which such offer or solicitation is unlawful. 
Securities may not be offered or sold in the United States unless they are 
registered under the US Securities Act or are exempt from such registration. The 
Essenden Shares will not be registered under the US Securities Act, and will be 
issued in the United States pursuant to the Scheme or Admission in reliance on 
the exemption from registration provided by Section 3(a)(10) of that Act. In 
addition, the Essenden Shares have not been and will not be registered under the 
securities laws of any state of the United States, and will be issued in the 
United States pursuant to the Scheme or Admission in reliance on available 
exemptions from such state law registration requirements. Neither the SEC nor 
any US state securities commission has reviewed or approved this document, 
Admission, the Scheme, or the issue of the Essenden Shares or the Essenden 
Notes, and any representation to the contrary is a criminal offence in the 
United States. 
Georgica shareholders (whether or not US persons) who are affiliates (as defined 
in the US Securities Act) of Essenden or Georgica prior to, and/or become 
affiliates of Essenden or Georgica on or after, the implementation of the Scheme 
or Admission of the Essenden Shares or the Essenden Notes will be subject to 
certain US transfer restrictions relating to the Essenden Shares and the 
Essenden. 
The Essenden Notes that may be issued pursuant to the Scheme have not been and 
will not be registered under the US Securities Act or under the relevant 
securities laws of any state or territory or other jurisdiction of the United 
States. Accordingly, Essenden Notes may not be offered or sold in the United 
States, except in a transaction not subject to, or in reliance on an exemption 
from, the registration requirements of the Securities Act and such state 
securities laws. 
Any Essenden Notes which may be issued pursuant to the Scheme have not been and 
will not be registered under the relevant securities laws of Japan and any 
relevant clearances and registrations have not been, and will not be, obtained 
from the securities commission of any province or territory of Canada. No 
prospectus in relation to the Essenden Notes has been, or will be, lodged with, 
or registered with, the Australian Securities and Investments Commission, the 
Japanese Ministry of Finance or the Companies and Intellectual Property 
Registration Office of South Africa. Accordingly, unless otherwise determined by 
Essenden and permitted by applicable law and regulation, the Essenden Notes may 
not be, offered, sold, resold, transferred, delivered or distributed, directly 
or indirectly in or into Canada, Australia, Japan, South Africa or any other 
jurisdiction where to do so would violate the laws of that jurisdiction or would 
require registration thereof in such jurisdiction. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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