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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Zetar | LSE:ZTR | London | Ordinary Share | GB00B053B440 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 294.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMZTR
RNS Number : 3499P
Zetar PLC
23 October 2012
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
23 October 2012
ZETAR PLC
Timetable Change Notification
Recommended cash offer for
Zetarplc
by
Zertus UK Holding Limited
Summary
On 5 October 2012, Zetarplc ("Zetar") and Zertus UK Holding Limited ("Zertus") announced that they had reached agreement on the terms of a recommended cash offer to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 ("Acquisition").
A Scheme Circular containing, amongst other things, notices of the Court Meeting and the General Meeting, details of the Scheme and the terms and conditions of the Acquisition was posted to Zetar Shareholders on 17 October 2012.
Unless the context otherwise requires, terms defined in the Scheme Circular shall have the same meaning in this announcement.
Timetable Change
The indicative timetable for the Acquisition is set out on page 8 of the Scheme Circular ("Timetable").
Prior to the Scheme becoming effective, it is proposed that Zetar will make an application to the London Stock Exchange for the cancellation of the Zetar Shares from trading on AIM.
After discussions with the London Stock Exchange, it has been determined that the following changes be made to the Timetable:
-- the expected time and date for suspension of trading of, and dealings in, Zetar Shares, the expected last time for registration of transfers of Zetar Shares and the expected disablement of Zetar Shares in CREST, is at 7.30am on 28 November 2012 (as opposed to 6.00pm on 27 November 2012); and
-- the expected time and date of cancellation of admission of Zetar Shares to trading on AIM is 7.00am on 30 November 2012 (as opposed to 7.30am on 30 November 2012).
The dates stated above are indicative only and will depend, among other things, on the Scheme becoming effective, the dates upon which the Court sanctions the Scheme and confirms the associated Reduction of Capital and the date on which the Conditions are satisfied or (if capable of waiver) waived.
Enquiries:
Zetarplc +44 (0)7970 148016 David Williams CanaccordGenuity Hawkpoint Limited (financial +44 (0)20 7665 and Rule 3 adviser to Zetar) 4500 Chris Robinson William Bain +44 (0)20 3100 Liberum (nominated adviser and broker to Zetar) 2000 Simon Atkinson +49 40 44 194 Zertus UK Holding Limited 194 JörnRiemer Harry Asmus Andreas Romankiewicz Spayne Lindsay and Co. LLP (financial adviser +44 (0)20 7808 to Zertus UK and Zertus) 3253 Tom Lindsay Richard O'Donnell
CanaccordGenuity Hawkpoint, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Zetarplc and is acting for no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Zetarplc for providing the protections afforded to clients of CanaccordGenuity Hawkpoint nor for providing advice in relation to the Acquisition or this announcement or any matter referred to herein.
Spayne Lindsay and Co. LLP is acting exclusively for Zertus / Zertus UK in connection with the Acquisition and for no one else and will not be responsible to anyone other than Zertus/ Zertus UKfor providing the protections afforded to its clients or for providing advice in relation to the Acquisition.
Liberum, which is authorised and regulated in England and Wales, is acting as nominated adviser to Zertus under the AIM Rules and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Zertus for providing the protections afforded to clients of Liberum nor for providing advice in relation to the Acquisition or this announcement or any matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent or more of any class of relevant securities of Zetar or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Zetar and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Zetar or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in I per cent or more of any class of relevant securities of Zetar or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Zetar or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Zetar and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Zetar or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by Zetar and by any offeror and Dealing Disclosures must also be made by Zetar, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom and Ireland may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom or Ireland should inform themselves about, and observe, any applicable restrictions. Zetar Shareholders and Zertus Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with English law and the 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 the United Kingdom.
Notes to US investors
Shareholders in the United States should note that the Acquisition relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in the Scheme Circular has been prepared in accordance with accounting standards applicable in the UK and Ireland and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Zetar and Zertus are organised under the laws of England. All of the officers and directors of Zetar and Zertus are residents of countries other than the United States. It may not be possible to sue Zetar and Zertus in a non-US court for violations of US securities laws. It may be difficult to compel Zetar, Zertus and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
Publication on website
Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the Zetar website at www.zetar.com, up to and including the Effective Date.
For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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