Scheme of arrangement (4600Y)

TIDMRNSM

RNS Number : 4600Y

Ransom(William) & Son PLC

22 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

Summary

The Company is pleased to announce that, further to the announcement made on 17 December 2010, the Company proposes to undertake a corporate restructuring by introducing a new parent company, William Ransom & Son Holdings Plc ("Holdings"), which shall be implemented by way of a Court sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme")(the "Scheme Proposals"), and cancel the Company's admission to trading on AIM (together with the Scheme Proposals, the "Proposals"). Holdings will be a public limited company incorporated in England which shall not have its shares admitted to trading on AIM.

The Scheme Proposals are not expected to have any material effect on the Group's principal activities, but will have the effect of ring-fencing each of the Company's operating divisions from one another in separate subsidiaries, allowing different strategies to be executed in relation to those subsidiaries and giving each subsidiary more flexibility with regards to its own capital structure, as the business needs of those divisions demand. The Board will be able to adjust these bespoke strategies in accordance with each division's performance in order to maximise the value of each division for the benefit of the Company's shareholders as a whole.

Furthermore, the directors have been forced to reconsider the benefits of the Company's admission to trading on AIM following falls in the Company's share price, the current challenging market conditions affecting the investment landscape in which the Company operates and the ongoing costs associated with the Company's shares being traded on AIM (including costs incurred in complying with various financial reporting and disclosure obligations).

If the Scheme becomes effective, the Company's shareholders will become shareholders in Holdings. Shareholders will receive one new ordinary share in Holdings for every one ordinary share they currently hold in the Company.

The Proposals are subject to Court approval and the approval of the Company's shareholders.

To that end, the Company announces that a shareholder circular containing, amongst other things, the terms and conditions of the Scheme and an explanatory statement (in compliance with Section 897 of the Companies Act 2006), notices of the Court Meeting and General Meeting, scheduled to take place on 14 January 2011, a timetable of principal events and details of the actions to be taken by the Company's shareholders (the "Scheme Circular") is being posted today.

Certain Capitalised terms used in this announcement have the meanings given to them in the Scheme Circular.

An expected timetable of the principal events is set out below.

Copies of the Scheme Circular will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date on which the Scheme becomes effective pursuant to its terms (the "Effective Date") at the offices of Olswang LLP, 90 High Holborn, London WC1V 6XX and at the registered office of the Company (being Alexander House, 40A Wilbury Way Hitchin, Hertfordshire SG4 0AP).

The Scheme Circular will also be available until the Effective Date, or such later date as the Company may decide, on the Company's website at www.williamransom.com

Expected timetable of principal events

The following indicative timetable sets out the key milestone dates towards implementation of the Proposals

 
                Event                         Time and/or Date 
Latest time for lodging Forms 
 of Proxy for the: 
Court Meeting (white form)              10.00 a.m. on 12 January 2011 
General Meeting (blue form)              10.15 a.m. on12 January 2011 
Voting Record Time                       6.00 p.m. on 12 January 2011 
Court Meeting                           10.00 a.m. on 14 January 2011 
General Meeting                         10.15 a.m. on 14 January 2011 
The following dates are subject 
 to change 
Court Hearing (to sanction                            3 February 2011 
 the Scheme and confirm the 
 Capital Reduction) 
Last day of dealings and settlement                   3 February 2011 
 in the William Ransom shares 
 and disablement of CREST 
Scheme Record Time                       6.00 p.m. on 3 February 2011 
Cancellation of admission of             8.00 a.m. on 4 February 2011 
 Scheme Shares to trading on 
 AIM 
Effective Date of the Scheme                          4 February 2011 
Latest date for despatch of                          18 February 2011 
 share certificates for New 
 William Ransom Shares in certificated 
 form 
 

All references to times are to times in London (unless otherwise stated).

The Court Meeting and the General Meeting will be held at the offices of Olswang LLP, 90 High Holborn, London WC1U 6XX on 14 January 2011.

These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the Capital Reduction and the date on which the Court Order sanctioning the Scheme and confirming the Capital Reduction is delivered to the Registrar of Companies and such Court Order is registered by the Registrar of Companies. Any changes to these times and dates will be notified to Scheme Shareholders via a Regulatory Information Service.

Enquiries:

William Ransom & Son Plc

Fred Whitcomb, Chief Executive Tel: [phone]

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

Paul Shackleton Tel: [phone]

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF THE COMPANY, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR SUCH PURCHASE OR SUBSCRIPTION.

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.

Statements in this announcement regarding the Scheme, including expectations with respect to the Scheme and the timetable for completing the Scheme, future financial operating results, potential benefits of the Scheme, and future opportunities for the Company as well as any other statements about the future expectations, beliefs, goals, plans or prospects of the management of the Company constitute "forward-looking" statements. Any statements that are not statements of historical fact (including statements containing the words "believe", "plan", "anticipate", "expect", "estimate", and similar expressions) should also be considered to be forward-looking in nature. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including not obtaining the necessary approvals to complete the Scheme on a timely basis, or at all, decreases in demand for the Company's products and other factors described in the Company's Annual Report and Accounts for the year ended 31 March 2010. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this announcement. Shareholders are cautioned not to place undue weight on these forward-looking statements. Actual results may differ materially from those anticipated in such forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein may not be realised.

This information is provided by RNS

The company news service from the London Stock Exchange

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