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
9 August 2012
RECOMMENDED CASH OFFER
AUTOLOGIC HOLDINGS PLC
STOBART HOLDINGS LIMITED
(a wholly owned subsidiary of Stobart Group Limited)
TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006
On 18 June 2012, Stobart Group Limited ("Stobart") and Autologic Holdings plc ("Autologic") announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Stobart Holdings Limited ("Stobart Holdings"), a wholly owned subsidiary of Stobart, will acquire the entire issued and to be issued ordinary share capital of Autologic by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Transaction"). A circular ("Scheme Circular") containing, amongst other things, notices of the Court Meeting and the General Meeting, details of the Scheme and setting out the terms of the Transaction was posted to Autologic Shareholders on 2 July 2012.
The Directors of Autologic are pleased to announce that the High Court of Justice in England and Wales has today, 9 August 2012, made an order sanctioning the Scheme and confirming the Reduction of Capital. The Court Order relating to the Scheme and the associated Capital Reduction together with a Statement of Capital have been delivered to the Registrar of Companies and, accordingly, the Scheme has now become effective in accordance with its terms.
Following an application by Autologic to the London Stock Exchange, trading in Autologic Shares on AIM was suspended at 7.30 a.m. (London time) today. The FSA has issued a supervisory notice confirming that the listing of the Autologic Shares will be cancelled with effect from 7.00 a.m. (London time) on 13 August 2012.
The latest date for despatch of cheques and the crediting of CREST accounts for consideration due under the Scheme will be 24 August 2012.
A detailed timetable of events for the Scheme is set out in the Scheme Circular dated 2 July 2012.
Unless the context otherwise requires, terms defined in the Scheme Circular shall have the same meaning in this announcement.
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Disclosure requirements of the Takeover Code (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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 pm (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 8.3.2. Effective 19 September 2011, 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure