Scheme of arrangement approved


 

TIDMCNT TIDMFNT 
 
RNS Number : 4007Y 
Connaught PLC 
02 September 2009 
 

 
 
Connaught PLC 
2 September 2009 
 ? 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
 
 
 
Connaught plc ("Connaught", or "the Company") 
 
 
Court approves Scheme of Arrangement for acquisition of Fountains plc 
 
 
On 15 July 2009 Connaught announced the agreement on the terms of a recommended 
share offer by Connaught for the entire issued and to be issued ordinary share 
capital of Fountains through a scheme of arrangement. Following Fountains' 
shareholders' approval of the Scheme, announced on 14 August 2009, Connaught is 
pleased to announce that on 1 September the Court made orders (the "Scheme Court 
Orders") sanctioning the scheme and confirming the cancellation of the scheme 
shares. 
 
 
The Scheme Orders have been delivered to the Registrar of Companies in England 
and Wales for registration effective tomorrow, 3 September 2009. 
 
 
The acquisition will deliver a step-change in Connaught's operational scale in 
the large and fragmented environmental market, further enhancing its service 
offering and supporting its long term growth prospects. 
 
 
Mark Tincknell, Chairman of Connaught, said: "The integration planning process 
has been progressing well as we work towards creating an environmental business 
with a truly nationwide capability.  We look forward to updating the market 
further at our preliminary results on 13 October." 
 
 
Trading in Fountains ordinary shares on AIM was suspended at 7.00am on 1 
September 2009, and will be cancelled with effect from 7.00am tomorrow, 3 
September 2009. 
 
Application for the listing of the 3,573,568 new 2 pence ordinary Connaught 
Shares (the "New Connaught Shares") issued to Fountains Shareholders pursuant to 
the Scheme was granted by the UKLA on 28 August 2009. Admission to trading and 
commencement of dealings in the New Connaught Shares will be effective as of 
7.00am tomorrow, 3 September 2009.  After admission to trading of the New 
Connaught Shares, the issued share capital of the Company will be 134,631,854 2 
pence ordinary shares. 
 
 
 
 
Expected Timetable of Principal Events 
+------------------------------------------------------+------------------------+ 
| Effective Date of Scheme                             | 3 September 2009       | 
|                                                      |                        | 
+------------------------------------------------------+------------------------+ 
| Cancellation of admission of Fountains Shares to     | 7.00 a.m. on 3         | 
| trading on AIM                                       | September 2009         | 
|                                                      |                        | 
+------------------------------------------------------+------------------------+ 
| Dealings in New Connaught Shares commence on the     | 7.00 a.m. on 3         | 
| London Stock Exchange                                | September 2009         | 
|                                                      |                        | 
+------------------------------------------------------+------------------------+ 
| Latest date for despatch of certificated New         | 17 September 2009      | 
| Connaught Shares and CREST stock accounts credited   |                        | 
| with New Connaught Shares in uncertificated form     |                        | 
|                                                      |                        | 
+------------------------------------------------------+------------------------+ 
 
 
Any capitalised term used but not defined in this announcement is as defined in 
the Scheme Document. 
 
 
For further information contact: 
 
 
+--------------------------+----------------------------+------------------------+ 
| Connaught plc            | Mark Davies, Chief         | +44 (0) 1392 444 546   | 
|                          | Executive Officer          |                        | 
|                          | Stephen Hill, Financial    |                        | 
|                          | Director                   |                        | 
+--------------------------+----------------------------+------------------------+ 
| Close Brothers Corporate | Peter Alcaraz              | +44 (0)20 7655 3100    | 
| Finance                  | Jonathan Arrowsmith        |                        | 
+--------------------------+----------------------------+------------------------+ 
| Finsbury                 | Faeth Birch                | +44 (0)20 7251 3801    | 
|                          | Gordon Simpson             |                        | 
+--------------------------+----------------------------+------------------------+ 
 
 
 
 
 
 
This announcement is not intended to, and does not constitute or form part of 
any offer to sell or an invitation to purchase or subscribe for any securities 
pursuant to the Proposal or otherwise or the solicitation of any vote or 
approval in any jurisdiction. 
 
The availability of the Proposal to persons not resident in the UK may be 
affected by the laws of the relevant jurisdiction. Any persons who are subject 
to the laws of any jurisdiction other than the UK should inform themselves about 
and observe any applicable requirements. New Connaught Shares in the hands of 
certain persons in jurisdictions outside the United Kingdom are subject to 
certain restrictions as set out in the Scheme Document. 
 
 
Copies of this announcement are not being, and must not be, directly or 
indirectly mailed or otherwise forwarded, distributed or sent in or into any 
jurisdiction where to do so would violate the laws of that jurisdiction and 
persons receiving this announcement (including custodians, nominees and 
trustees) must not mail or otherwise forward, distribute or otherwise send it 
in, or into or from any such jurisdiction. Further details in relation to 
overseas shareholders will be contained in the Scheme Document. 
 
 
Close Brothers Corporate Finance Ltd, ("Close Brothers"), which is authorised 
and regulated in the United Kingdom by the Financial Services Authority, is 
acting exclusively for Connaught and no one else in connection with the Proposal 
and will not be responsible to anyone other than Connaught for providing the 
protections afforded to clients of Close Brothers or for providing advice in 
relation to the Proposal or any other matters referred to in this announcement. 
No representation or warranty, express or implied, is made by Close Brothers as 
to any of the contents of this announcement (without limiting the statutory 
rights of any person to whom this announcement is issued). 
 
 
Dealing disclosure requirements 
 
 
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any 
class of "relevant securities" of Connaught or of Fountains, all "dealings" in 
any "relevant securities" of that company (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 pm (GMT) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the 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 Connaught or Fountains, 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 UK Takeover Code, all "dealings" in 
"relevant securities" of Connaught or of Fountains by Connaught or Fountains, or 
by any of their respective "associates", must be disclosed by no later than 
12.00 noon (GMT) on the London 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 Takeover Panel's 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 quotation marks are defined in the UK Takeover Code, which can also be 
found on the Panel's website. If you are in any doubt as to whether or not you 
are required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
A copy of this announcement will be made available on Connaught's website: 
www.connaught.plc.uk 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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