Posting of Scheme Document

 

TIDMWGN 
 
RNS Number : 5863X 
Wogen PLC 
18 August 2009 
 

Not for release, publication or distribution, in whole or in part, in or into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws of such jurisdiction. 
 
 
RECOMMENDED OFFER 
for 
WOGEN PLC 
by 
SANCTUARY PARTNERS LIMITED 
 
 
to be effected by means of a Scheme of Arrangement 
 
 
Posting of Scheme Circular 
 
 
The Independent Directors of Wogen plc ("Wogen") and Sanctuary Partners Limited 
("Sanctuary") announced on 28 July 2009 that they had reached agreement on the 
terms of a recommended cash offer ("Cash Offer") by Sanctuary to acquire the 
entire issued and to be issued share capital of Wogen to be implemented by means 
of a scheme of arrangement under Part 26 of the 2006 Act. 
 
 
Wogen now announces that the circular (the 'Scheme Circular') containing, 
inter alia, the terms and conditions of the Scheme, an explanatory statement 
(in compliance with section 26 of the Act), notices of the First Court Meeting, 
Second Court Meeting and General Meeting of Wogen, a timetable of principal 
events, and details of the actions to be taken by Wogen Scheme Shareholders, is 
today being posted to all Wogen Scheme Shareholders and will be sent for 
information to Wogen Optionholders. 
 
 
As described in the Scheme Circular, in order for the Scheme to become 
effective: 
 
 
i)              the Independent Shareholders will need to vote in favour of the 
Scheme Resolutions to be proposed at the First Court Meeting and the General 
Meeting (including the Ordinary Resolution to be proposed at the General 
Meeting, save that certain of the Independent Shareholders who are deemed not to 
be independent for the purposes of Rule 16 of the City Code shall not be 
permitted to vote on the Ordinary Resolution); and 
 
ii)             the Wogen Management Shareholders will need to vote in favour of 
the Scheme Resolutions (other than the Ordinary Resolution) to be proposed at 
the Second Court Meeting and the General Meeting. 
 
 
Assuming the satisfaction or waiver of the Conditions the Scheme will become 
effective in accordance with its terms on the delivery to the Registrar of 
Companies of the Scheme Court Order and the Reduction Court Order and the 
registration of the Reduction Court Order. 
 
 
The First Court Meeting, Second Court Meeting and the General Meeting will be 
held at the offices of Wogen's solicitors, Marriott Harrison, Staple Court, 11 
Staple Inn Buildings, London WC1V 7QH on 15 September 2009 at 10:00 am, 10:10 am 
and 10:20 am respectively. An expected timetable of principal events in 
connection with the Scheme is set out in the appendix to this announcement. 
 
 
Terms used in this announcement shall have the same meaning given to them in the 
Scheme Circular. 
 
 
Copies of the Scheme Circular and Forms of Proxy will be available from 
the offices of Wogen Plc, 4 The Sanctuary Westminster London SW1P 3JS. The 
Scheme Circular will also be available from the website of 
Wogen, www.wogen.com/scheme 
 
 
Enquiries 
 
 
+-------------------------------------------------+------------------------+ 
| Canaccord Adams (financial advisers to Wogen)   | Tel [phone]     | 
|  Simon Bridges                                  | 6500                   | 
|  Henry Fitzgerald-O'Connor                      |                        | 
+-------------------------------------------------+------------------------+ 
| Corfin Communications (public relations adviser | Tel [phone]     | 
| to Wogen)                                       | 0026                   | 
|  Harry Chathli                                  |                        | 
+-------------------------------------------------+------------------------+ 
| Wogen Plc                                       | Tel: [phone]     | 
| Michael Hutchinson                              | 2171                   | 
+-------------------------------------------------+------------------------+ 
| Citroen Wells (financial adviser to Sanctuary)  | Tel:[phone] | 
| Eric Charles                                    |                        | 
+-------------------------------------------------+------------------------+ 
| Sanctuary Partners Limited                      | Tel: [phone]     | 
| Neil Poulter                                    | 2171                   | 
|                                                 |                        | 
+-------------------------------------------------+------------------------+ 
 
 
The Wogen Directors accept responsibility for the information contained in this 
announcement other than (i) that relating to Sanctuary, the Sanctuary Directors 
and members of their immediate families and related trusts and controlled 
companies for which the Sanctuary Directors accept responsibility; and (ii) the 
recommendation of the Proposals by the Independent Directors for which the 
Independent Directors alone accept responsibility. To the best of the knowledge 
and belief of the Wogen Directors (who have taken all reasonable care to ensure 
that such is the case) the information for which they take responsibility is in 
accordance with the facts and does not omit anything likely to affect the import 
of such information. 
 
 
The Independent Directors, who are Michael Hutchinson and Anthony Shearer accept 
responsibility for the recommendation of the Proposals (as defined in the Scheme 
Circular). To the best of the knowledge and belief of the Independent Directors 
(who have taken all reasonable care to ensure that such is the case) the 
information contained in this announcement for which they take responsibility is 
in accordance with the facts and does not omit anything likely to affect the 
import of such information. 
 
 
The Sanctuary Directors accept responsibility for the information contained in 
this announcement in so far as it relates to the Sanctuary Group, the Sanctuary 
Directors and members of their immediate families and related trusts and 
controlled companies. To the best of the knowledge and belief of the Sanctuary 
Directors (who have taken all reasonable care to ensure that such is the case) 
the information contained in this announcement for which they take 
responsibility is in accordance with the facts and does not omit anything likely 
to affect the import of such information. 
 
 
Citroen Wells, chartered accountants, are acting exclusively for Sanctuary and 
no one else in relation to the Proposals and/or the Scheme and will not be 
responsible to anyone other than Sanctuary for providing the protections 
afforded to clients of Citroen Wells or for providing advice in relation to the 
Proposals, the Scheme or any matter or arrangement referred to in this 
announcement. 
 
 
Canaccord Adams, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for Wogen and no one else in relation to the 
Proposals and/or the Scheme and will not be responsible to anyone other than 
Wogen for providing the protections afforded to clients of Canaccord Adams or 
for providing advice in relation to the Proposals, the Scheme or any matter or 
arrangement referred to in this announcement. 
 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer to sell or an invitation to purchase any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to the 
Proposals on otherwise. The Proposals will be made solely through the Scheme 
Circular, which will contain the full terms and conditions of the Proposals, 
including details of how to vote in respect of the Proposals. Any acceptance or 
other response to the Proposals should be made only on the basis of the 
information in the Scheme Circular. Wogen Shareholders are advised to read 
carefully the formal documentation in relation to the Scheme once it has been 
despatched. 
 
 
 
 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction outside the UK should inform themselves about, and observe any 
applicable requirements. This announcement has been prepared for the purpose of 
complying with English law and the City Code and the information disclosed may 
not be the same as that which would have been disclosed if this announcement had 
been prepared in accordance with the laws of jurisdictions outside England. 
 
 
Copies of this announcement 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 this announcement 
(including custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send it in or into or from any Restricted Jurisdiction. 
If the acquisition of Wogen is implemented by way of a Takeover Offer (unless 
otherwise determined by Sanctuary and permitted by applicable law and 
regulation), such 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 such offer may not be capable of acceptance by any 
such use, means, instrumentality or facility. 
 
 
APPENDIX 
 
 
 
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
 
+------------------------------------------------+------------------------------+ 
| Event                                          |           Time and/ or date¹ | 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Latest time for lodging white Forms of Proxy   | 10.20 a.m. 13 September 2009 | 
| for the General Meeting                        |                              | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Latest time for lodging blue Forms of Proxy    |  6.00 p.m. 13 September 2009 | 
| for the First Court Meeting2 (Independent      |                              | 
| Shareholders only)                             |                              | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Latest time for lodging pink Forms of Proxy    |  6.00 p.m. 13 September 2009 | 
| for the Second Court Meeting3 (Wogen           |                              | 
| Management Shareholders only)                  |                              | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Voting Record Time4 (see note below)           |  6.00 p.m. 13 September 2009 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Latest time for Receipt of green Securities    |  6.00 p.m. 13 September 2009 | 
| Election Form (Wogen Management Shareholders   |                              | 
| only)                                          |                              | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| First Court Meeting                            | 10.00 a.m. 15 September 2009 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Second Court Meeting5                          | 10.10 a.m. 15 September 2009 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| General Meeting6                               | 10.20 a.m. 15 September 2009 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Last day of dealings in, and registration of   |            28 September 2009 | 
| transfers of, Wogen Shares                     |                              | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Disablement in Crest of Wogen Shares           |  7.00 a.m. 29 September 2009 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Court Hearing to sanction the Scheme           |            29 September 2009 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Scheme Record Time                             |  6.00 p.m. 30 September 2009 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Court Hearing to confirm the Capital Reduction |               1 October 2009 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Scheme Effective Date                          |               2 October 2009 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Delisting of Wogen Shares                      |               2 October 2009 | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Latest date for despatch of Securities         | within 14 days of the Scheme | 
| Consideration and Cash Consideration due under |               Effective Date | 
| the Scheme                                     |                              | 
+------------------------------------------------+------------------------------+ 
 
 
 
 
 
 
1.    The dates and times above are indicative only and will depend, inter alia, 
on the date on which: (i) the Conditions are either satisfied or waived (to the 
extent they are capable of being waived); (ii) the Court sanctions the Scheme 
and confirms the associated Capital Reduction; and (iii) the Capital Reduction 
is registered by the Registrar of Companies in England and Wales. If any of the 
expected dates change, Wogen will give adequate notice of any change by issuing 
an announcement through a Regulatory Information Service. 
 
 
2     The blue Form of Proxy for the First Court Meeting may alternatively be 
handed to Wogen's Registrars on behalf of the Chairman of the First Court 
Meeting at the start of the First Court Meeting. 
 
 
3     The pink Form of Proxy for the Second Court Meeting may alternatively be 
handed to Wogen's Registrars on behalf of the Chairman of the relevant Second 
Court Meeting at the start of the Second Court Meeting. 
 
 
4     If any of the Meetings are adjourned by more than 48 hours, then the 
Voting Record Time for the reconvened Meeting will be 6.00 p.m. on the day which 
is two days before such reconvened Meeting. 
 
 
5     If the First Court Meeting has not been concluded or adjourned prior to 
the scheduled commencement of the Second Court Meeting, the commencement of the 
Second Court Meeting will be delayed until the First Court Meeting has been 
concluded or adjourned. 
 
 
6     If the Second Court Meeting has not been concluded or adjourned prior to 
the scheduled commencement of the General Meeting, the commencement of the 
General Meeting will be delayed until the Second Court Meeting has been 
concluded or adjourned. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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