19th Jul 2006 17:52
Interserve PLC19 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITEDSTATES, AUSTRALIA, CANADA OR JAPAN FOR IMMEDIATE RELEASE INTERSERVE PLC AND MACLELLAN GROUP PLC - SCHEME OF ARRANGEMENT SANCTIONED BYCOURT The Boards of Interserve plc ("Interserve") and MacLellan Group plc ("MacLellan") announce that the scheme of arrangement under section 425 of theCompanies Act 1985 ("the Scheme") for the acquisition ("Acquisition") byInterserve of the entire issued and to be issued share capital of MacLellan hasbeen sanctioned by the High Court. The reduction of capital comprised withinthe Scheme to effect the Acquisition will be heard by the Court at 10.15am on 20July 2006. The Scheme is expected to become effective on 20 July 2006 upon theregistration by the Registrar of Companies for England and Wales of an officecopy of the Court Order confirming the reduction of capital. It is therefore expected that the listing of the ordinary shares of 5 pence eachin the capital of MacLellan ("Existing MacLellan Shares") and the trading ofsuch shares on the London Stock Exchange's Alternative Investment Market will becancelled, at MacLellan's request, with effect from the commencement of businesson 21 July 2006. It is currently expected that cash consideration due under the offer will bedespatched by cheque by Capita Registrars or settled through CREST, asappropriate, by 4 August 2006. Settlement of the cash consideration will alsoinclude cash in respect of any fractional entitlements to New Interserve Shares. The New Interserve Shares are expected to be issued and admitted to trading onthe London Stock Exchange's main market for listed securities on 21 July 2006.Capita Registrars will issue and post statements of entitlement to, or sharecertificates in relation to, New Interserve Shares by 4 August 2006. Terms defined in Interserve's announcement dated 2 May 2006 have the samemeaning in this announcement. Enquiries: Interserve plc +44 (0)11 8932 0123Adrian Ringrose, Chief Executive, Tim Jones, Finance Director, Giles Scott, Headof Corporate Communications JPMorgan Cazenove +44 (0)20 7588 2828Patrick Magee, Clare Strange The Maitland Consultancy +44 (0)20 379 5151Neil Bennett (+44 (0)7900 000 777), Liz Morley (+44 (0)7798 683 108) MacLellan Group plc +44 (0)1905 744 400John Foley, Stephen Shipley Investec +44 (0) 207 597 5970David Currie, Daniel Adams This announcement does not constitute an offer to sell or invitation to purchaseany securities or the solicitation of any vote for approval in any jurisdiction,nor shall there be any sale, issue or transfer of the securities referred to inthis announcement in any jurisdiction in contravention of applicable law. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law. The availability of the New InterserveShares and the Mix and Match Facility and the Loan Note Alternative under theterms of the Scheme (or, if the offer is implemented by way of a takeover offer,of that offer), if made, to persons not resident in the United Kingdom may beaffected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom or who are subject to otherjurisdictions should inform themselves of, and observe, any applicablerequirements. Further details in relation to Overseas Persons who are MacLellanShareholders were contained in the Scheme Document. This announcement and the Acquisition are not an offer of securities for sale inthe US or in any jurisdiction in which such an offer is unlawful. The NewInterserve Shares have not been, and will not be, registered under the USSecurities Act of 1933 (the 'Securities Act') or under the securities laws ofany state, district or other jurisdiction of the US, Australia, Canada or Japanand no regulatory clearance in respect of the New Interserve Shares has been, orwill be, applied for in any jurisdiction other than the UK. It is expected thatthe New Interserve Shares will be issued in reliance upon the exemption from theregistration requirements of the Securities Act provided by Section 3(a) (10)thereof. Under applicable US securities laws, MacLellan Shareholders who are orwill be deemed to be 'affiliates' of MacLellan or Interserve prior to, or ofInterserve after, the Effective Date will be subject to certain transferrestrictions relating to the New Interserve Shares received in connection withthe Acquisition. Relevant clearances have not been, and will not be, obtainedfrom the securities commission or similar authority of any province or territoryof Canada and no prospectus, information memorandum or other documents relatingto the New Interserve Shares has been or will be filed or registration madeunder any securities laws of any province or territory of Canada nor has anyprospectus, information memorandum or other documents relating to the NewInterserve Shares been, or will be, lodged with, or registered by, theAustralian Securities Investments Commission or the Japanese Ministry of Financeand the New Interserve Shares have not been, and nor will they be, registeredunder or offered in compliance with applicable securities laws of any state,province, territory or jurisdiction of Canada, Australia or Japan. Accordingly,unless an exemption under relevant securities laws is applicable, the NewInterserve Shares may not be offered, sold, resold or delivered, directly orindirectly, in or into Canada, Australia, Japan or any other jurisdiction whereto do so would constitute a violation of the relevant laws of, or requireregistration thereof in, such jurisdiction or to, or for the account or benefitof, a person located in Canada, Australia or Japan. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Interserve and noone else in connection with the Acquisition and will not be responsible toanyone other than Interserve for providing the protections afforded to clientsof JPMorgan Cazenove or for providing advice in relation to the Acquisition, thecontents of this announcement, or any matter referred to herein. Investec, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for MacLellan and no oneelse in connection with the Acquisition and will not be responsible to anyoneother than MacLellan for providing the protections afforded to clients ofInvestec or for providing advice in relation to the Acquisition, the contents ofthis Announcement or any matter referred to herein. ENDS This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Interserve