25th Nov 2008 14:18
For immediate release
Court sanctions Scheme of Arrangement
Tarsus Group plc ("Tarsus") is pleased to announce that, at a hearing of the High Court of England and Wales (the "Court") today, the Court has sanctioned the scheme of arrangement (the "Scheme") between Tarsus and its Scheme Shareholders. The Scheme, which will become effective on 26 November 2008, will result in the to be listed, Jersey incorporated Tarsus Group plc (Jersey registered number 101579) ("New Tarsus") becoming the new holding company of the group. At the same hearing today, the Court confirmed the Tarsus reduction of capital which had been approved by the Tarsus shareholders on 31 October 2008.
Under the terms of the Scheme, Scheme Shareholders will receive one New Tarsus Share for each Tarsus Share that they hold at 6.00 pm (GMT) on 25 November 2008.
The New Tarsus ordinary shares of 5 pence each are expected to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities at 8.00 am (GMT) on 26 November 2008. The listing of the existing ordinary shares of Tarsus is expected to be cancelled at 8.00 am (GMT) on 26 November 2008.
New Tarsus Shares will be credited to CREST accounts at 8.00 am (GMT) on 26 November and, where applicable, New Tarsus Share certificates will be dispatched by 11 December 2008.
The change of name of Tarsus to Tarsus plc, as approved by the Tarsus shareholders on 31 October 2008, will take place on 26 November 2008 once the Scheme becomes effective.
The reduction of capital of New Tarsus approved by the Tarsus shareholders on 31 October 2008 is expected to become effective on 1 December 2008, subject to confirmation by the Royal Court of Jersey and registration with the Jersey Registrar of Companies.
Unless otherwise stated, terms used in this announcement shall have the same meanings as set out in the Scheme document posted to holders of Tarsus Shares on 8 October 2008.
|
For further information please contact:
|
|
|
Tarsus Group plc:
Douglas Emslie, Group Managing Director
|
020 8846 2700
|
|
|
|
|
KBC Peel Hunt Ltd:
Julian Blunt
David Anderson
|
020 7814 8900
|
|
|
|
|
Media:
Matthew Moth, Madano Partnership
|
020 7593 4000
|
|
|
|
|
Investor Relations:
Neville Harris, IR Focus
Stephen Scott, Scott Harris
|
020 7593 4015
020 7653 0030
|
Notes to editors
On 8 October 2008, Tarsus Group plc announced proposals that will create a new Tarsus holding company which will be UK-listed, incorporated in Jersey with its tax residence in the Republic of Ireland. The proposed international corporate structure reflects the development of the Tarsus Group into an international business-to-business media group through organic growth and acquisitions in the United States, France, the United Arab Emirates, China and India. As a result, the Group's revenues are derived primarily in US dollars and Euros. The Tarsus Group currently operates in the US, Europe and the emerging markets with offices in London (United Kingdom), Paris (France), Milwaukee and Boca Raton (United States), Düsseldorf (Germany), Shanghai and Wuhan (China), and Dubai (United Arab Emirates). The Tarsus Group has limited UK activities, having disposed of the majority of these, as the UK exhibition market is considered by the directors of Tarsus to be comparatively small, mature and expensive with high barriers to entry.
KBC Peel Hunt Ltd is acting as sponsor for New Tarsus's listing and as corporate broker to Tarsus and New Tarsus. KBC Peel Hunt Ltd is acting for Tarsus and New Tarsus and no one else in connection with the proposals and will not be responsible to anyone other than Tarsus and New Tarsus for providing the protections afforded to its clients or for providing advice in relation to the proposals or the contents of this announcement.
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 ANNONCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.
Notice to United States residents
This announcement does not constitute an offer of securities in the United States. The New Tarsus 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, and subject to certain exemptions, may not be offered or sold within the United States. The New Tarsus Shares will be issued in reliance on the exemption from registration provided by section 3(a)(10) of the US Securities Act of 1933. In addition, the New Tarsus Shares will not be registered under the securities laws of any state of the United States, but will be issued pursuant to available exemptions from state law registration requirements. Neither the US Securities Exchange Commission nor any US state securities commission has reviewed or approved this announcement. Any representation to the contrary is a criminal offence in the United States.
Related Shares:
Tarsus