Scheme of arrangement

    RNS Number : 4685Y
  Tinopolis PLC
  07 July 2008
   
    Tinopolis PLC
    7 July 2008

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

    Tinopolis PLC ("Tinopolis")

    Scheme of Arrangement sanctioned by the Court

    On 9 May 2008, Tinopolis and Red Dragon Acquisitions Limited ("Bidco"), a company formed and controlled by investment partnerships
advised by Vitruvian Partners LLP, announced the terms of recommended proposals for the acquisition by Bidco of the entire issued and to be
issued share capital of Tinopolis (the "Acquisition"). The Acquisition was to be implemented by a scheme of arrangement pursuant to Part 26
of the Companies Act 2006 (the "Scheme").

    On 16 June 2008, Tinopolis announced that Scheme Shareholders had voted at the Court Meeting to approve the Scheme. At the General
Meeting held on that date, Tinopolis Shareholders voted in favour of the Special Resolution and Ordinary Resolution set out in the notice of
General Meeting contained in the Scheme Document.

    The board of Tinopolis is pleased to announce that earlier today, the Court issued an order which, inter alia, sanctioned the Scheme.
The Acquisition remains subject to the confirmation of the Reduction of Capital comprised in the Scheme by the Court. The hearing by the
Court to confirm the Reduction of Capital is expected to be held on 9 July 2008 and the Effective Date of the Scheme is expected to be 10
July 2008.

    Capitalised terms used but not defined have the same meanings as set out in the Scheme document dated 23 May 2008.

    Further the Company announces that, pursuant to the Tinopolis plc company share option plans the following Directors of the Company
exercised options today over Tinopolis plc ordinary shares of 2p each as detailed below:

Director                                    Number of shares                    Exercise price     
 
- Angharad Mair                       73,000                                      41p
- Arwel Rees                            370,000                                    41p
- John Willis                             150,000                                    32p
 


 

ENQUIRIES:
 
Tinopolis                                               Tel: [phone]
Ron Jones
Arwel Rees
 
Investec                                                Tel: [phone]
Martin Smith
Alex Thomas


    The directors of Tinopolis (all of whose names are set out in the Scheme Document) accept responsibility for the information contained
in this announcement relating to Tinopolis, the Tinopolis Group and themselves and their immediate families, related trusts and connected
persons. To the best of the knowledge and belief of the directors of Tinopolis (who have taken all reasonable care to ensure that such is
the case), such information for which they are responsible is in accordance with the facts and does not omit anything likely to affect the
import of such information.

    KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment
business activities, is acting for Bidco as financial adviser in relation to the potential Acquisition and is not acting for any other
person in relation to the potential Acquisition. KPMG Corporate Finance will not be responsible to anyone other than Bidco for providing the
protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offer or arrangements
referred to herein.

    Investec which is authorised and regulated by the Financial Services Authority is acting exclusively for Tinopolis and no-one else as
financial adviser in relation to the potential Acquisition. Investec will not be responsible to anyone other than Tinopolis for providing
the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any offer or
arrangements referred to herein.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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