30th May 2006 17:58
Interserve PLC30 May 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 - PUBLICATION OF DOCUMENTS On 2 May 2006, the boards of Interserve and MacLellan announced that agreementhad been reached between them on the terms of a recommended proposal for theacquisition by Interserve, for cash (with a Loan Note Alternative) and shares,of the entire issued and to be issued ordinary share capital of MacLellan andthe acquisition by Interserve, for cash, of the entire issued convertiblepreference share capital of MacLellan. It is intended that the Acquisition willbe effected by means of a scheme of arrangement of MacLellan under section 425of the Companies Act. Further to that announcement, Interserve and MacLellan announce that thedocumentation in relation to the Acquisition will be posted today. MacLellanShareholders will receive, amongst other documents, the Scheme Documentpublished by MacLellan in connection with the Scheme together with a copy, forinformation purposes, of the Interserve Shareholder Circular in relation to theAcquisition. Interserve Shareholders will receive, amongst other documents, theInterserve Shareholder Circular in relation to the Acquisition. As set out in the documentation, an Interserve Extraordinary General Meetingwill be held to allow the Interserve Shareholders to vote on the resolutionsrequired to approve and implement the Acquisition, and two meetings of theMacLellan Shareholders, namely a Court meeting and a MacLellan ExtraordinaryGeneral Meeting, together with two meetings of MacLellan's ConvertiblePreference Shareholder(s), namely a class meeting and a Court meeting, will beheld to allow the MacLellan Shareholders and the Convertible PreferenceShareholder(s) to vote on the proposed resolutions required to approve theScheme and the Acquisition. The key dates for these meetings are as follows: Latest time for receipt of proxy forms for the Interserve Extraordinary GeneralMeeting: 3.30pm on 13 June 2006 Interserve Extraordinary General Meeting: 3.30pm on 15 June 2006 Latest time for receipt of proxy forms for the class meeting of the holder(s) ofConvertible Preference Shares: 10.30am on 20 June 2006 Latest time for receipt of proxy forms for the Court meeting of the holder(s) ofConvertible Preference Shares: 10.45am on 20 June 2006 Latest time for receipt of proxy forms for the Court meeting of the MacLellanShareholders: 11.00am on 20 June 2006 Latest time for receipt of proxy forms for the MacLellan Extraordinary GeneralMeeting: 11.15am on 20 June 2006 Class meeting of the holder(s) of Convertible Preference Shares: 10.30am on 22June 2006 Court meeting of the holder(s) of Convertible Preference Shares: 10.45am on 22June 2006 Court meeting of MacLellan Shareholders: 11.00am on 22 June 2006 MacLellan Extraordinary General Meeting: 11.15am on 22 June 2006 Copies of the Scheme Document and the Interserve Shareholder Circular will besubmitted to the UK Listing Authority and will shortly be available forinspection at the Document Viewing facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London,E14 5HS. Tel: +44 (0)20 7676 1000 Copies of the Interserve Shareholder Circular will shortly be available forinspection by Interserve Shareholders at the offices of Wragge & Co LLP, 3Waterhouse Square, Holborn, London, EC1N 2SW during normal business hours on anyweekday. Copies of the Scheme Document will shortly be available for inspection byMacLellan Shareholders at the offices of Mishcon de Reya, Summit House, 12 RedLion Square, London, WC1R 4QD during normal business hours on any weekday. Completion of the Acquisition remains subject to the satisfaction or, ifpermitted, waiver of the conditions to the Acquisition set out in the SchemeDocument, including, amongst other things, the approval of the Acquisition bythe requisite majorities of Interserve Shareholders, MacLellan Shareholders andMacLellan's Convertible Preference Shareholder(s) at the relevant meetings andthe sanction of the Scheme by the Court. 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, Head of Corporate Communications JPMorgan Cazenove +44 (0)20 7588 2828Patrick Magee, Angus Allen 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, Rupert Krefting 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 will be contained in the Scheme Document. This announcement is not an offer of securities for sale in the US and the NewInterserve Shares have not been, and will not be, registered under the USSecurities Act or under the securities laws of any state, district or otherjurisdiction of the US, Australia, Canada or Japan and no regulatory clearancein respect of the New Interserve Shares has been, or will be, applied for in anyjurisdiction other than the UK. Accordingly, unless an exemption under the USSecurities Act or other relevant securities laws is applicable, the NewInterserve Shares are not being, and may not be, offered, sold, resold,delivered or distributed, directly or indirectly, in or into the US, Australia,Canada or Japan or to, or for the account or benefit of, any US person or anyperson resident in Australia, Canada 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