Court Sanction of Scheme of Arrangement
08 Julho 2010 - 8:35AM
UK Regulatory
TIDMFGN
RNS Number : 0538P
Futuragene PLC
08 July 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
8 July 2010
FuturaGene plc ("FuturaGene" or "the Company")
Announcement of Court sanction of Scheme of Arrangement, issue of ordinary
shares and directors' shareholdings
Further to the announcement on 21 June 2010 in relation to the results of the
Court Meeting and General Meeting, FuturaGene is pleased to announce that the
Court has today sanctioned the Scheme in connection with the recommended all
cash offer for the Company by Suzano Trading Limited a wholly owned subsidiary
of Suzano Papel e Celulose S.A..
The Scheme remains conditional upon the Court confirming the Reduction of
Capital at the Reduction Court Hearing which is scheduled for 12 July 2010 and
the Reduction Court Order and Statement of Capital as approved by the Court
being delivered to and registered by the Registrar of Companies .
The last day for dealings in and for registration of transfers of FuturaGene
Shares will be 9 July 2010. FuturaGene Shares will be suspended from trading on
AIM with effect from 7:00 a.m. on 12 July 2010 and, subject to confirmation of
the Reduction of Capital by the Court on 12 July 2010 and the Reduction Court
Order, together with the Statement of Capital, being duly registered, trading in
FuturaGene Shares on AIM will be cancelled with effect from 7.00 a.m. on 13 July
2010.
The Company has today issued a total of 820,000 FuturaGene Shares following
exercise of FuturaGene Share Options. The interests of the FuturaGene Directors
who have exercised FuturaGene Share Options, immediately prior to, and following
the issue of such FuturaGene Shares are as follows:
+--------------+--------------+--------------+--------------+
| Director | Number of | Number of | Percentage |
| | FuturaGene | FuturaGene | of enlarged |
| | Shares prior | Shares | share |
| | to exercise | issued | capital |
| | of | following | following |
| | FuturaGene | exercise of | issue of |
| | Share | FuturaGene | FuturaGene |
| | Options | Share | Shares |
| | | Options | |
+--------------+--------------+--------------+--------------+
| Dr. Stanley | 1,070,034* | 250,000 | 2.21% |
| Hirsch | | | |
+--------------+--------------+--------------+--------------+
| Dr. Ziv | 62,694** | 400,000 | 0.77% |
| Shani | | | |
+--------------+--------------+--------------+--------------+
* Includes 1,065,751 FuturaGene Shares registered in the name of Ya'acov Messing
in trust for Dr. Hirsch
** Registered in the name of Ya'acov Messing in trust for Dr. Shani.
Application has been made for these shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective and dealings
will commence at 8.00am on 13 July 2010. However, if as scheduled, the Scheme
becomes effective on 13 July 2010 these shares will be cancelled in accordance
with the Scheme and accordingly will not be admitted to trading.
Following the issue of the 820,000 FuturaGene Shares, the Company's issued share
capital consists of 59,792,239 FuturaGene Shares. This figure of 59,792,239
FuturaGene Shares may be used by shareholders in the Company as the denominator
for the calculations by which they determine if they are required to notify
their interest in, or change to their interest in, the share capital of the
Company.
Terms defined in the scheme document sent to FuturaGene Shareholders on 28 May
2010 (the "Scheme Document") have the same meanings in this announcement.
All references to times in this announcement are to London times unless
otherwise stated.
For further information, please contact:
FuturaGene Plc
Mark Pritchard, Chairman +44 (0) 7802 827
846
Stanley Hirsch, CEO +972 544 562 724
Evolution Securities
Neil Elliot +44 (0)
20 7071 4300
College Hill +44 (0) 20
7457 2020
Adrian Duffield/Carl Franklin/Rozi Morris
Suzano Papel e Celulose
André Dorf
+55 11 3503 9240
BNP Paribas (financial adviser to Suzano Bidco and Suzano Papel e
Celulose)
Claude Herskovits (London) +44 (0)
20 7595 6709
Leandro Almeida (São Paulo) +55
11 3841 3626
Tulchan Communications (PR adviser to Suzano Bidco)
Andrew Grant
+ 44 (0) 20 7427 155
This information is provided by RNS
The company news service from the London Stock Exchange
END
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