Intention to adjourn scheme court hearing (2380F)
13 Junho 2012 - 3:00AM
UK Regulatory
TIDMKWL
RNS Number : 2380F
Kewill plc
13 June 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL.
FOR IMMEDIATE RELEASE
13 June 2012
KEWILL PLC ("Kewill" or the "Company")
Intention to adjourn scheme court hearing
Yesterday, 12 June 2012, Symphony Technology Group LLC announced
a cash offer to be made by Kestrel Bidco Limited for the entire
issued and to be issued share capital of the Company at a price of
106 pence for every Kewill Share (the "Symphony 2.7 Announcement").
It is intended that this acquisition be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Symphony Acquisition").
In the Symphony 2.7 Announcement, the Kewill Directors announced
their intention to recommend unanimously the Symphony Acquisition
and the immediate withdrawal of their recommendation of the cash
offer from Kinetic Bidco Limited.
As a result of the Symphony 2.7 Announcement, the Company now
intends to seek an adjournment of the hearing for the purposes of
sanctioning the Kinetic Scheme which has been convened for this
morning, 13 June 2012. Further announcements will be made in due
course.
Words and expressions defined in the Symphony 2.7 Announcement
shall, unless the context provides otherwise, have the same
meanings in this announcement.
Enquiries:
Kewill Tel: +44 (0) 1483
406080
Paul Nichols
David Gibbon
Investec (financial adviser and corporate Tel: +44 (0) 20 7597
broker to Kewill) 5000
Andrew Pinder / Patrick Robb
Dominic Emery / Junya Iwamoto
FTI Consulting (public relations adviser Tel: +44 (0) 20 7269
to Kewill) 7147
Edward Bridges
Marc Cohen
Investec Bank plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Kewill and no
one else in connection with the Acquisition and this announcement
and will not be responsible to anyone other than Kewill for
providing the protections afforded to clients of Investec Bank plc
nor for providing advice in relation to the Acquisition or any
other matter or arrangement referred to in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 Code, any person who is, or becomes,
interested in 1% 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.
Publication on websites
A copy of this announcement is available free of charge, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, at Kewill's website (www.kewill.com/uk).
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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