TIN Tinopolis

    RNS Number : 2038V
  Tinopolis PLC
  23 May 2008
   
    FOR IMMEDIATE RELEASE

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
    INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

    
23 May 2008

    Recommended acquisition
     of 
    Tinopolis PLC ("Tinopolis") 
    by 
    Red Dragon Acquisitions Limited ("Bidco"), 
    a company formed and controlled by investment partnerships advised by 
    Vitruvian Partners LLP

    Posting of Scheme Document
    
On 9 May, the Independent Director of Tinopolis and the board of Bidco announced the terms of a recommended acquisition of the entire issued
and to be issued share capital of Tinopolis by Bidco. The acquisition is to be implemented by way of a scheme of arrangement under Part 26
of the Companies Act 2006.

    The board of Tinopolis is pleased to announce that the scheme document (the "Scheme Document") which sets out, amongst other things, the
full terms and conditions of the Scheme has been posted to Tinopolis Shareholders today. Copies of the Scheme Document have also been posted
to holders of options and awards under the Tinopolis Share Schemes and holders of Warrants for their information only.

    A Court Meeting and General Meeting of Tinopolis are scheduled for 16 June 2008. Notices of the Court Meeting and General Meeting are
set out in the Scheme Document

    The Scheme Document is available for inspection during normal business hours on any weekday (public holidays excepted) at the registered
offices of Eversheds LLP of 1 Wood Street, London EC2V 7WS up to and including the Effective Date of the Scheme or the date that the Scheme
lapses or is withdrawn, whichever is earlier.

    The anticipated timetable of principal events is as follows:
 Event                                       Time and/or date
 Latest time for receipt of blue Forms   2.00 p.m. on 14 June
 of Proxy for the Court Meeting                          2008

 Latest time for receipt of white Forms  2.15 p.m. on 14 June
 of Proxy for the General Meeting                        2008

 Voting Record Time                      6.00 p.m. on 14 June
                                                         2008
 Court Meeting                           2.00 p.m. on 16 June
                                                         2008
 General Meeting                         2.15 p.m. on 16 June
                                                         2008
 Scheme Court Hearing Date (to sanction           7 July 2008
 the Scheme)

 Last day of dealings in, and for                 8 July 2008
 registration and disablement in CREST
 of transfers of, Tinopolis Shares

 Dealings in Tinopolis Shares suspended           8 July 2008
 Scheme Record Time                       6.00 p.m. on 8 July
                                                         2008
 Reorganisation Record Time (being the    9.00 a.m. on 9 July
 time at which an office copy of the                     2008
 Scheme Court Order is delivered to the
 Registrar of Companies)

 Reduction Court Hearing Date (to                 9 July 2008
 sanction the Capital Reduction)

 Effective Date of the Scheme                    10 July 2008

 Cancellation of listing of Tinopolis            10 July 2008
 Shares

 Latest date for despatch of cheques       Fourteen days from
 and settlement through CREST              the Effective Date

    The Court Meeting and General Meeting will be held at the offices of Eversheds LLP, 1 Wood Street, London, EC2V 7WS. The Scheme and the
Capital Reduction will also require the subsequent sanction and confirmation by the Court.

    Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in
the announcement of 9 May 2008 and the Scheme Document.

Copies of the Scheme Document have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at: 

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
 

Enquiries
 Bidco                                               Tel: +44 (0) 20 7152 6503
 Toby Wyles / Ben Johnson    
 KPMG Corporate Finance, financial adviser to Bidco  Tel: +44 (0) 20 7311 1000
 David Elms
 Financial Dynamics                                  Tel: +44 (0) 20 7831 3113
 Charles Palmer / Fergus Wheeler
 Tinopolis                                           Tel: +44 (0) 15 5488 0880
 Ron Jones / Arwel Rees
 Investec, financial adviser and nominated adviser   Tel: +44 (0) 20 7597 5970
 to Tinopolis
 Martin Smith

    KPMG Corporate Finance, a division of KPMG LLP 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 potential Acquisition and is not acting for any other
person in relation to the potential Acquisition. KPMG Corporate Finance 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.

    Investec which is authorised and regulated by the Financial Services Authority is acting exclusively for Tinopolis and no-one else as
financial adviser in relation to the potential Acquisition. Investec will not be responsible to anyone other than Tinopolis 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.

    The availability of the Acquisition or the distribution of this announcement to persons who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements. Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.

    The Acquisition will not be made available, directly or indirectly, in or into the United States or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or
foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor will it be made available
directly or indirectly in or into Canada, Australia or Japan and no person may vote in favour of the Acquisition by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement, the Scheme Document and the
Forms of Proxy are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United
States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving this press announcement,
the Scheme Document and the Forms of Proxy (including without limitation custodians, nominees and trustees) must not mail, forward,
distribute or send them in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction

    The Acquisition will be subject to the applicable rules and regulations of the London Stock Exchange and the City Code. 

    Cautionary note regarding forward looking statements

    This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of
Tinopolis, the Acquisition and/or certain plans and objectives of the boards of Tinopolis and Bidco with respect thereto. These
forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by the boards
of Tinopolis and Bidco in light of their experience and their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments
to differ materially from those expressed in or implied by such forward-looking statements. Although Tinopolis and Bidco believe that the
expectations reflected in such forward-looking statements are reasonable, Tinopolis and Bidco can give no assurance that such expectations
will prove to have been correct and Tinopolis and Bidco therefore caution you not to place undue reliance on these forward-looking
statements which speak only as at the date of this document.  

    Dealing disclosure requirements

    Under the provisions of Rule 8.3 of the City Code if any person is, or becomes, ''interested'' (directly or indirectly) in one per cent.
or more of any class of ''relevant securities'' of Tinopolis, all ''dealings'' in any ''relevant securities'' of Tinopolis (including by
means of an option in respect of, or a derivative referenced to, any such ''relevant securities'') must be publicly disclosed by no later
than 3.30 p.m. (London time) on the business day following the date of the relevant transaction. This requirement will continue until the
date on which an offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the ''offer
period'' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to
acquire an ''interest'' in ''relevant securities'' of Tinopolis, they will be deemed to be a single person for the purpose of Rule 8.3.

    Under the provisions of Rule 8.1 of the City Code, all ''dealings'' in ''relevant securities'' of Tinopolis by Bidco, or by any of their
respective ''associates'', must be disclosed by no later than 12.00 noon (London time) on the business day following the date of the
relevant transaction. A disclosure table, giving details of the companies in whose ''relevant securities'' ''dealings'' should be disclosed,
and the number of such securities in issue, can be found on the Panel website at www.thetakeoverpanel.org.uk.

    ''Interests in securities'' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an ''interest'' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.

    Terms in quotations marks are defined in the City Code, which can also be found on the Panel's website at www.thetakeoverpanel.org.uk.
If you are in any doubt as to the application of Rule 8 to you or whether or not you are required to disclose a ''dealing'' under Rule 8,
you should consult the Panel.

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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