Posting of Scheme Document
25 Junho 2010 - 10:30AM
UK Regulatory
TIDMEBG TIDMWTN
RNS Number : 2735O
Energybuild Group PLC
25 June 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
25 June 2010
Recommended proposal for the acquisition of Energybuild Group plc
("Energybuild")
by Western Coal Corp. ("Western") to be implemented by means of a scheme of
arrangement
under sections 895 to 899 of the Companies Act 2006
Posting of Scheme Document
On 9 June 2010, the Energybuild Independent Directors and the Western Directors
announced that they had reached agreement on the terms of a recommended proposal
for the acquisition by Western of all of the outstanding issued ordinary share
capital of Energybuild not already held by the Western Group. The Proposal is to
be effected by way of a scheme of arrangement of Energybuild, which requires
approval by the Energybuild Shareholders (other than Western and other members
of the Western Group) and the sanction of the Court. Upon the Scheme becoming
effective, Scheme Shareholders will receive 0.0833 New Western Shares for every
1 Scheme Share held. No fractions of New Western Shares will be issued or
allotted.
The Board of Energybuild is pleased to announce that the Scheme Document, which
sets out, inter alia, the full terms and conditions of the Scheme and an
explanatory statement of the Scheme as required by Section 897 of the Companies
Act 2006, together with an explanation of the action to be taken by Energybuild
Shareholders, is being sent to Energybuild Shareholders today.
Notices convening the Court Meeting and the General Meeting, which are to be
held on 19 July 2010 at the offices of Trowers & Hamlins LLP, Sceptre Court, 40
Tower Hill, London EC3N 4DX at 11.00 a.m. and at 11.15 a.m. (or, if later,
immediately after the conclusion or adjournment of the Court Meeting)
respectively, are contained in the Scheme Document.
Subject to the satisfaction or waiver of the conditions to the Scheme, it is
currently expected that the Scheme will become effective in accordance with its
terms on 5 August 2010. If any of the expected dates in the timetable to
implement the Scheme change, Energybuild will give notice of the change by
issuing an announcement through a Regulatory Information Service.
A copy of the Scheme Document will be available for inspection during normal
business hours on any Business Day at the offices of Trowers & Hamlins LLP,
Sceptre Court, 40 Tower Hill, London EC3N 4DX. Pursuant to AIM Rule 20 and AIM
Rule 26, the Scheme Document will also be available on the Energybuild website
at www.energybuild.co.uk and also on the Western website at www.westerncoal.com.
Unless the context otherwise requires, terms defined in the Scheme Document have
the same meaning as in this announcement.
Enquiries in relation to Energybuild please contact:
+-------------+--------+--------------+
| Energybuild | | + 44 |
| Group Plc | | (0) |
| Colin Cooke | | 1639 722 400 |
| / Rhidian | | |
| Davies | | |
+-------------+--------+--------------+
| Arbuthnot | | + 44 |
| Securities | | (0) 20 |
| Limited | | 7012 2000 |
| James | | |
| Steel / Ed | | |
| Groome | | |
+-------------+--------+--------------+
| St | | + 44 |
| Brides | | (0) |
| Media | | 207 236 1177 |
| & | | |
| Finance | | |
| Limited | | |
| Hugo de | | |
| Salis / | | |
| Paul | | |
| Youens | | |
+-------------+--------+--------------+
Enquiries in relation to Western please contact:
+---------------------------+--------+------------------+
| Western | | + 1 604 694 2891 |
| Coal | | |
| Corp. | | |
| David | | |
| Jan, | | |
| Director, | | |
| Investor | | |
| Relations | | |
| David.jan@westerncoal.com | | |
+---------------------------+--------+------------------+
| Cenkos | | + 44 |
| Securities | | (0) |
| plc | | 207 397 8980 |
| Nicholas | | |
| Wells / | | |
| Ivonne | | |
| Cantu | | |
+---------------------------+--------+------------------+
| Buchanan | | +44 |
| Communications | | (0) 20 |
| Bobby Morse / | | 7466 5000 |
| Katharine | | |
| Sutton | | |
+---------------------------+--------+------------------+
All times referred to are London times unless otherwise stated.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or an invitation to purchase or to subscribe for any
securities pursuant to the Proposal or otherwise or the solicitation of any vote
or approval in any jurisdiction. The Proposal will be made solely through the
Scheme Document and the Forms of Proxy, which will contain the full terms and
conditions of the Proposal, including details of how to vote in respect of the
Proposal. Any approval or other response to the Proposal should be made only on
the basis of the information in the Scheme Document. Energybuild Shareholders
are advised to read carefully the formal documentation in relation to the
Proposal once it has been dispatched.
The availability of the Proposal to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction. Any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements.
Copies of this announcement are not being, and must not be, directly or
indirectly mailed or otherwise forwarded, distributed or sent in or into any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or otherwise send it
in, or into or from any such jurisdiction. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Energybuild Group and the Western Group. Generally, the words "will", "may",
"should", "continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking statements. Many
of these risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements. Energybuild and Western assume
no obligation and do not intend to update these forward-looking statements,
except as required pursuant to applicable law.
Arbuthnot Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Energybuild and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Energybuild for providing the protections
afforded to customers of Arbuthnot Securities or for providing advice in
relation to the Proposal or any other matters referred to in this announcement.
Cenkos Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively as financial adviser for
Western and no one else in connection with the Proposal and will not be
responsible to anyone other than Western for providing the protections afforded
to customers of Cenkos Securities or for providing advice in relation to the
Proposal or any matters referred to in this announcement.
No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that the future earnings per share of the Enlarged Group for current or future
financial periods will necessarily match or exceed the historical or published
earnings per share of Western and/or Energybuild.
Neither the content of Western's or Energybuild's website (or any other website)
nor the content of any website accessible from hyperlinks on any such website is
incorporated into, or forms part of, this announcement.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer Period and,
if later, following the announcement in which any paper offeror is first
identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any paper
offeror. A Dealing Disclosure must contain details of the dealing concerned and
of the person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any paper
offeror, save to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
be made by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified.
If you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure, you should contact the Panel's
Market Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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