TIDMIMD
RNS Number : 6887D
Independent Media Distribution PLC
25 March 2011
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such
jurisdiction.
25 March 2011
Recommended cash acquisition of
Independent Media Distribution Plc
by
Lausanne Acquisitions Limited
a company controlled by investment partnerships advised by
Vitruvian Partners LLP
Posting of Scheme Document
On 28 February 2011, the Independent Directors of Independent
Media Distribution Plc ("IMD") and the board of Lausanne
Acquisitions Limited ("Bidco") announced the terms of a recommended
cash acquisition of the entire issued and to be issued share
capital of IMD by Bidco. The acquisition is to be implemented by
way of a scheme of arrangement under Part 26 of the Companies Act
2006 ("Scheme").
The Independent Directors of IMD are pleased to announce that it
is today posting to IMD Shareholders and, for information only, to
holders of IMD Share Options, a circular containing the terms of
the Scheme, an explanatory statement pursuant to section 897 of the
Companies Act 2006, notices of the required meetings, a timetable
of principal events and details of the action to be taken by IMD
Shareholders (the "Scheme Document").
As described in the Scheme Document, to become effective the
Scheme will require the approval of Independent Scheme Shareholders
at the Court Meeting and the passing of the Resolutions at the
General Meeting. The Court Meeting and General Meeting of IMD are
scheduled to be held at the offices of DLA Piper UK LLP, 3 Noble
Street, London EC2V 7EE on 19 April 2011 at 10.00 a.m. and 10.15
a.m. respectively. Notices of the Court Meeting and General Meeting
are set out in the Scheme Document. The key dates for these
meetings are as follows:
Latest time for receipt of blue Forms of Proxy for the Court
Meeting: 10.00 a.m. on 17 April 2011
Latest time for receipt of white Forms of Proxy for the General
Meeting:
10.15 a.m. on 17 April 2011
Alternatively the blue Form of Proxy may be handed to the
Company's registrars, Neville Registrars, on behalf of the Chairman
of the Court Meeting, before the taking of the poll and it will
still be valid. However, in the case of the General Meeting, the
white Form of Proxy will only be valid if it is returned by the
time indicated above.
Voting Record Time: 6.00 p.m. on 17 April 2011
Court Meeting: 10.00 a.m. on 19 April 2011
General Meeting: 10.15 a.m. on 19 April 2011
The Scheme will also require the subsequent sanction of the
Court and confirmation of the Capital Reduction by the Court. A
full description of the required approvals and the terms and
conditions of the Scheme, together with the action to be taken by
IMD Shareholders and the persons entitled to vote at the above
meetings, are set out in the Scheme Document. Subject to approval
at the relevant meetings and the satisfaction or waiver of the
other conditions set out in the Scheme Document, the Scheme is
expected to become effective on 20 May 2011.
The Scheme Document is available for inspection during normal
business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the offices of DLA Piper UK LLP, 3 Noble
Street, London EC2V 7EE. In addition, the Scheme Document will be
made available on IMD's website (www.imdplc.com).
Capitalised terms used, but not defined, in this announcement
shall have the same meaning as set out in the Scheme Document.
Unless otherwise stated, all references to times in this
document are to London times.
Enquiries
Bidco Tel: + 44 (0)20 7518
2800
Toby Wyles / Ben Johnson
DC Advisory Partners, financial adviser Tel: + 44 (0) 20 7856
to Bidco 0999
Richard Madden / David Sanders
IMD Tel: +44 (0) 7765 258
995
David Haynes
Oakley Capital, financial adviser Tel: + 44 (0) 20 7766
to IMD 6900
Chris Godsmark / Daniel Havercroft
Charles Stanley Securities, Nominated Tel: +44 (0) 20 7149
Adviser to IMD 6478
Mark Taylor
Oakley Capital, which is authorised and regulated by the
Financial Services Authority, is acting exclusively for IMD as its
financial adviser in connection with the Proposals and no one else
in connection with the Proposals and will not be responsible to any
person other than IMD for providing the protections afforded to
clients of Oakley Capital or for providing advice in relation to
the contents of this announcement or any matter referred to
herein.
DC Advisory Partners, which is authorised and regulated by the
Financial Services Authority for investment business activities, is
acting for Bidco as financial adviser in relation to the Proposals
and is not acting for any other person in relation to such
Proposals. DC Advisory Partners will not be responsible to anyone
other than Bidco for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
announcement or any offer or arrangements referred to herein.
Charles Stanley Securities, a division of Charles Stanley &
Co Limited, which is authorised and regulated by the Financial
Services Authority, is the nominated adviser and corporate broker
to IMD for the purposes of the AIM Rules and no one else in
connection with the Proposals and will not be responsible to any
person other than IMD for providing the protections afforded to
clients of Charles Stanley Securities or for providing advice in
relation to the contents of this announcement or any matter
referred to herein.
Further information
This document does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this document and otherwise
in any jurisdiction in which such offer or solicitation is
unlawful. IMD Shareholders are advised to read carefully the formal
documentation relating to the Proposals. The Proposals are made
solely through the Scheme Document and Forms of Proxy which
contains the full terms and conditions of the Scheme, including
details of how to vote with respect to the Scheme.
Overseas Jurisdictions
This announcement has been prepared for the purposes of
complying with the laws of England and Wales and the City Code, and
the information disclosed herein or therein may not be the same as
that which would have been disclosed if these documents had been
prepared in accordance with the laws of any other jurisdiction.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is "interested"
(directly or indirectly) in 1 per cent. 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 City Code, any person who is, or
becomes, "interested" in 1 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 require 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.
Terms in quotation marks are defined in the City Code, which can
also be found on the Panel's website at
www.thetakeoverpanel.org.uk.
Publication on IMD website
A copy of this announcement will be available free of charge for
inspection on IMD's website at www.imdplc.com by no later than
12.00 noon on 28 March 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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