Introduction of a new UK-listed holding company

8th Oct 2008 15:38

Tarsus Group plc to introduce a new UK-listed holding company

On 31 July 2008 Tarsus Group plc ("Tarsus") announced that the Tarsus Directors were in the advanced stages of examining alternative jurisdictions in which to base Tarsus' holding company. Tarsus today announces proposals that will introduce a new holding company for the Tarsus Group which will be UK-listed, incorporated in Jersey and be tax resident in the Republic of Ireland ("New Tarsus").

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 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 Group has limited UK activities, having disposed of the majority of these, as the UK exhibition market is considered by the Board to be comparatively small, mature and expensive with high barriers to entry.

For further information please contact:
Tarsus Group plc: Douglas Emslie, Group Managing Director	020 8846 2700
KBC Peel Hunt Ltd: Julian Blunt David Anderson Deon Veldtman	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

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.

  Overview

Given the international profile of the business, with the vast majority of its existing and expected future trade located outside the UK, the Tarsus Directors have reviewed the Group's commercial, financial and holding structure against their objective of best serving the future long-term interests of the business, its customers and, therefore, its shareholders.

The overall recommendation resulting from this review was that the Group should implement a new holding structure. The Tarsus Directors specified that the Group should be domiciled in a location that has an established legal system, a stable political environment, is acceptable to the London capital markets, is appropriate in terms of location, currency and language for its existing operations and has the financial, regulatory and corporate environment that would suit the Group's ambitions.

Consequently, the Tarsus Directors have decided that a new holding company should be inserted above Tarsus by way of a Scheme of Arrangement. The Scheme will create a new holding company registered in Jersey, with its tax residence in the Republic of Ireland and is expected to be listed in London.

The reorganisation, which will be implemented by way of the Scheme, is expected to have a positive impact on the earnings per share of New Tarsus in the medium term.

Terms of the Scheme

Under the terms of the Scheme, New Tarsus will issue New Tarsus Shares to existing Tarsus Shareholders, in consideration of which Tarsus will cancel all of the Tarsus Shares and issue the same number of new shares in Tarsus to New Tarsus. As a result of this, New Tarsus will become the new parent of Tarsus. If the Scheme becomes effective, under the terms of the Scheme, Tarsus Shareholders holding Scheme Shares at the Scheme Record Time will receive one New Tarsus Share for each Tarsus Share.

The Scheme requires, amongst other things, the approval of Tarsus Shareholders at the Court Meeting and at the General Meeting. If the Scheme is approved by the requisite majority at the Court Meeting and at the General Meeting, an application will be made to the Court to sanction the Scheme and confirm the Capital Reduction comprised in the Scheme at the Court Hearing is approved. Application has also been made to the UKLA for the admission of the New Tarsus Shares to the Official List of the UKLA and for the New Tarsus Shares to be admitted to trading on London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Tarsus Shares will commence at 8.00 a.m. on the Scheme Effective Date, currently expected to be 26 November 2008. The last day for dealings of Tarsus Shares will be 25 November 2008 and the listing of the Tarsus Shares will be cancelled on the Scheme Effective Date. If the Scheme does not become effective, Admission will not occur.

New Tarsus will have substantially the same business, operations and management after the Scheme Effective Date as Tarsus had prior to the Scheme becoming effective.

Tarsus and New Tarsus are also implementing the following proposals in connection with the Scheme:

The share premium arising upon the issuance of New Tarsus Shares and standing to the credit of the share premium account of New Tarsus will, following the Scheme becoming effective and subject to the necessary approvals, be transferred to a reserve of profit from which distributions may be made in order to allow for ongoing dividend payments by New Tarsus (the "New Tarsus Reduction of Capital"); and

New Tarsus will adopt new share option schemes for the purpose of granting options and awards over New Tarsus Shares to employees of the Tarsus Group after the Scheme has become effective, such share option schemes being essentially identical to and in replacement of the existing Tarsus share option schemes. Tarsus will be writing to participants in the existing Tarsus share option schemes with appropriate proposals (the "Share Scheme Proposals", together with the Scheme and the Share Scheme Proposals, the "Proposals").

Copies of the Shareholder Circular, together with Notices of Court Meeting and General Meeting, will be sent to Shareholders later today. A Prospectus in relation to New Tarsus will also be published and filed, together with the Shareholder Circular, including the Notices of Court Meeting and General Meeting, with the Financial Services Authority. These documents will shortly be available for inspection at the UKLA's document viewing facility, which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. Further, these documents will be available on the Tarsus Group's website www.tarsus-group.com.

Dividend Access Plan

It is currently expected that New Tarsus will, after the Scheme becomes effective, put in place a dividend access plan, which is designed to preserve the current tax treatment of dividends paid by New Tarsus (the "Dividend Access Plan"). Under the Dividend Access Plan, holders of New Tarsus Shares may choose whether they receive their dividends from a UK source (i.e. Tarsus or another UK resident member of the Tarsus Group) or an Irish source (i.e. New Tarsus). Shareholders who do not positively elect to opt for the Dividend Access Plan will receive dividends from New Tarsus.

 

The Directors will not take the necessary steps to implement the Scheme unless the above conditions have been satisfied or waived and, at the relevant time, they consider that it continues to be in Tarsus's and the Tarsus Shareholders' best interests that the Scheme should be implemented. 

If the Scheme and the Capital Reduction are approved at the Court Hearing and the other conditions to the Scheme have been satisfied or waived, the Scheme is expected to become effective, and dealings in New Tarsus Shares are expected to commence, on 26 November 2008, the Scheme Effective Date. If the Scheme has not become effective by 31 December 2008 (or such later date as Tarsus and New Tarsus may agree and the Court may allow), it will lapse, in which event nothing will change - i.e. there will not be a new parent company of Tarsus and Scheme Shareholders will remain shareholders of Tarsus and the existing Tarsus Shares will continue to be listed on the Official List of the UKLA.

Recommendation 

The Tarsus Directors consider the proposals for the implementation of the Scheme to be in the best interests of Tarsus and Tarsus Shareholders as a whole.

The Tarsus Directors therefore unanimously recommend that Tarsus Shareholders vote in favour of the Scheme at the Court Meeting and of the resolutions to be proposed at the General Meeting in relation to the Proposals, as the Directors intend to do in respect of their own holdings of Tarsus Shares.

Expected timetable of principal events

The expected timetable of key events is provided below. This timetable is based on the Tarsus Directors expectations and may be subject to change. Any changes to the timetable will be the subject of a further announcement.

Event	Time and/or date
Post Scheme Circular to Shareholders and publish Prospectus	8 October 2008
Latest time for lodging Forms of Proxy for the Court Meeting	10.00 am on 29 October 2008
Latest time for lodging Forms of Proxy for the General Meeting	10.20 am on 29 October 2008
Voting Record Time	6.00 p.m. on 29 October 2008
Court Meeting	10.00 a.m. on 31 October 2008
General Meeting	10.20 a.m. on 31 October 2008
The following dates are subject to change:
Court Hearing to sanction the Scheme	25 November 2008
Last day of dealings in, and for registration of transfers of Ordinary Shares	25 November 2008
Scheme Record Time	6.00 p.m. on 25 November 2008
Scheme Effective Date	26 November 2008
Cancellation of listing of Ordinary Shares, New Tarsus Shares admitted to Official List of the UKLA, crediting of New Tarsus Shares to CREST accounts and dealings in New Tarsus Shares commence on London Stock Exchange’s main market for listed securities	8.00 a.m. on 26 November 2008
Jersey Court Hearing to sanction the New Tarsus Reduction of Capital	1 December 2008
New Tarsus Reduction of Capital becomes effective	1 December 2008
Despatch of New Tarsus Share certificates where applicable	by 11 December 2008

Definitions

Admission	admission of the New Tarsus Shares to the Official List of the UKLA and to trading on London Stock Exchange’s main market for listed securities, and “Admission becoming effective” means it becoming effective in accordance with paragraph 3.2.7 of the Listing Rules and the Admission and Disclosure Standards published by London Stock Exchange
Capital Reduction	the reduction of capital of Tarsus’ share capital forming part of the Scheme
Court	the High Court of Justice in England and Wales
Court Hearing	the hearing by the Court of the application to sanction the Scheme under Part 26 of the Companies Act 2006 and confirm the Capital Reduction
Court Meeting	the meeting of the Scheme Shareholders convened by an order of the Court under Section 899 of the Companies Act 2006, to be held at Fourth Floor, Metro Building, 1 Butterwick, LondonW6 8DL at 10.00 a.m. on 31 October 2008, for the purposes of considering and, if thought fit, approve the Scheme, notice of which is set out in Part VIII of the Scheme Circular, and any adjournment thereof
Dividend Access Plan	the dividend access plan, described in Part 5 of the registration document published in connection of the Admission on 8 October 2008, which may be adopted by New Tarsus after the Scheme Effective Date
Form(s) of Proxy	the white form of proxy for use at the Court Meeting and blue form of proxy for use at the General Meeting (or either of them as the context may require)
FSMA	the Financial Services and Markets Act 2000, as amended
General Meeting	the general meeting of Tarsus Shareholders to be held at Fourth Floor, Metro Building, 1 Butterwick, London W6 8DL at 10.20 a.m. on 31 October 2008 (or as soon thereafter as the Court Meeting shall been concluded or adjourned), notice of which is set out in Part IX of the Scheme Circular, and any adjournment thereof
Jersey Companies Law	the Companies (Jersey) Law 1991, as amended
London Stock Exchange	London Stock Exchange plc
New Tarsus	Tarsus Group plc, a public company limited by shares incorporated in Jersey under the Jersey Companies Law with registered number 101579
New Tarsus Reduction of Capital	the proposed reduction of capital of New Tarsus under the Jersey Companies Law, as described above
New Tarsus Shareholder	a holder of New Tarsus Shares from time to time
New Tarsus Shares	ordinary shares of par value 5 pence each in the capital of New Tarsus to be issued credited as fully paid pursuant to the Scheme
Registrar of Companies	the Registrar of Companies in England and Wales
Prospectus	comprise the securities note, registration document and the summary published in connection with the Admission on 8 October 2008
Scheme or Scheme of Arrangement	the scheme of arrangement proposed to be made under Part 26 of the Companies Act 2006 between Tarsus and the holders of Scheme Shares, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Tarsus and New Tarsus
Scheme Circular	the circular to Tarsus Shareholders dated 8 October 2008 relating to the proposals set out above
Scheme Effective Date	the date on which the Scheme becomes effective in accordance with the Scheme, expected to be 26 November 2008
Scheme Record Time	6.00 p.m. on the Business Day following the Scheme Effective Date
Scheme Shareholder	holder of Scheme Shares as appearing in the register of members of Tarsus at the Scheme Record Time
Scheme Shares	(i) the Tarsus Shares in issue at the date of this document; (ii) any Tarsus Shares issued after the date of this document and before the Voting Record Time; and (iii) any Tarsus Shares issued at or after the Voting Record Time and before the Scheme Record Time either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or, in the case of any such shares issued prior to the adoption of the amendment to the articles of association of Tarsus to be adopted at the General Meeting, in respect of which the holder thereof shall have agreed in writing to be, bound by the Scheme; in each case excluding any Tarsus shares held by New Tarsus
Tarsus	Tarsus Group plc, a public limited company incorporated in England and Wales with registered number 2000544
Tarsus Directors	the directors of Tarsus from time to time
Tarsus Shareholders or Shareholders	Holders of Tarsus Shares from time to time
Tarsus Shares	ordinary shares of 5 pence each in the capital of Tarsus
Tarsus Group or Group	before the Scheme Effective Date, Tarsus and its subsidiaries and subsidiary undertakings and, where the context requires, its associated undertakings and, after the Scheme Effective Date, New Tarsus Shareholders or Shareholders Tarsus Board or Directors of Tarsus subsidiary or subsidiary undertaking Tarsus and its subsidiaries and subsidiary undertakings and, where the context requires, its associated undertakings
UKLA or UK Listing Authority	FSA acting in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the Admission to the Official List otherwise than in accordance with Part VI of FSMA
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
Voting Record Time	6.00 p.m. (London time) on 29 October 2008, or if the Court Meeting is adjourned, two days before the time appointed for any adjourned Court Meeting

ENDMSCFSWFLASASEES

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Related Shares:

Tarsus