Scheme of arrangement (2069Y)

TIDMRNSM

RNS Number : 2069Y

Ransom(William) & Son PLC

17 December 2010

William Ransom & Son Plc

(the "Company")

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction

Recommended proposal for the introduction of a new parent company by means of a scheme of arrangement under Part 26 of the Companies Act 2006 and for the cancellation of admission of ordinary shares to trading on AIM

Scheme of arrangement

The Company is pleased to announce, following extensive discussions between the board of directors and its advisors, its intention to change its corporate structure by introducing a new parent company ("NewCo") as the holding company of the Company, to be effected by a scheme of arrangement (the "Scheme"), and cancel the Company's admission to trading on AIM. Newco will be a public limited company incorporated in England.

Upon completion of the Scheme, each holder of the Company's shares will receive one NewCo share for each Company share held, NewCo's shares will not be admitted to trading on AIM, the Company's admission to trading on AIM will be cancelled and NewCo will own the entire issued share capital of the Company.

The implementation of the Scheme and the cancellation of the Company's admission to trading on AIM is subject to a number of conditions, including shareholder approval and, in the case of the Scheme, court approval. A circular setting out the details of the Scheme and convening the shareholders meetings will be sent to shareholders, subject to court approval, within the next few days in conjunction with a more detailed announcement.

Enquiries:

William Ransom & Sons Plc

Fred Whitcomb, Chief Executive Tel: [phone]

Daniel Stewart & Company Plc (Nominated Adviser to the Company)

Paul Shackleton Tel: [phone]

Apart from the responsibilities and liabilities, if any, which may be imposed on Daniel Stewart by the FSMA or the regulatory regime established thereunder, Daniel Stewart does not accept any responsibility whatsoever for the contents of this announcement or for any statement made or purported to be made by it, or on its behalf, in connection with the Company, the Scheme Shares, or the Scheme. Daniel Stewart accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this statement or any such statement.

Daniel Stewart, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for the Company and no one else in connection with the Scheme and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Daniel Stewart nor for providing advice in relation to the Scheme or the contents of this announcement, or any matter referred to herein.

This information is provided by RNS

The company news service from the London Stock Exchange

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