20th Jun 2008 12:44
20 June 2008 High Court approves Scheme of Arrangement
United Business Media plc ("UBM") announces that the High Court has approved the Scheme of Arrangement between UBM and its ordinary shareholders (the "Scheme") at a hearing today. The Scheme, which will become effective on 1 July 2008 (instead of 30 June 2008 as stated in the circular sent to UBM's shareholders dated 9 May 2008 (the "Circular")), will result in the UK-listed, Jersey incorporated United Business Media Limited becoming the new holding company for the group. Under the terms of the Scheme, ordinary shareholders will receive one United Business Media Limited ordinary share for each UBM ordinary share they hold at 6.00 p.m. (BST) on 30 June 2008.
The United Business Media Limited ordinary shares of 3371¢â€ž88 pence each will be admitted to the Official List and to trading on the London Stock Exchange's market for listed securities at 8.00 a.m. (BST) on 1 July 2008. The listing of the existing UBM ordinary shares will be cancelled by 8.00 a.m. (BST) on 1 July 2008.
The reduction of capital of United Business Media Limited approved by UBM's shareholders on 2 June 2008 is expected to become effective on 4 July 2008 (instead of 2 July as stated in the Circular), subject to being approved by the Royal Court of Jersey .
Reduction of capital and delisting of B shares
The reduction of UBM's B share capital approved by shareholders on 2 June 2008 will also become effective on 1 July 2008. The listing of UBM's B shares will be cancelled by 8.00 a.m. (BST) on 1 July 2008.
- Ends - ContactsMedia Peter Bancroft Director of Communications E-mail [email protected] Direct telephone +44 20 7921 5961 Chris Barrie Citigate Dewe Rogerson E-mail [email protected] Direct telephone +44 20 7282 2943 Mobile +44 796 872 72 89 Analysts/Investors Email [email protected] Direct telephone +44 20 7921 5095 Nigel Wilson +44 20 7921 5019 Andrew Crow +44 20 7921 5940 Notes to Editors
About United Business Media plc
United Business Media plc is a leading global business media company. We inform markets and bring the world's buyers and sellers together at events, online, in print, and with the information they need to do business successfully. We focus on serving professional commercial communities, from doctors to game developers, from journalists to jewellery traders, from farmers to pharmacists around the world. Our 5,000 staff in more than 30 countries are organised into specialist teams that serve these communities, helping them to do business and their markets to work effectively and efficiently. For more information, go to www.unitedbusinessmedia.com.
Merrill Lynch International is acting as sponsor for New UBM's listing and as corporate broker to UBM and New UBM. Merrill Lynch International is acting for UBM and New UBM and no one else in connection with the proposals and will not be responsible to anyone other than UBM and New UBM for providing the protections afforded to its clients or for providing advice in relation to the proposals or the contents of this announcement.
Terms used in this announcement shall have the same meaning given to them in the Circular, unless the context otherwise requires.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.
NOTICE TO UNITED STATES RESIDENTS
This announcement is not an offer of securities in the United States.
The New UBM Shares to be issued in connection with the proposals will not be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(10) thereof.
vendorRelated Shares:
UBM