Scheme of Arrangement Effective


 

TIDMFNT TIDMCNT 
 
RNS Number : 4279Y 
fountains PLC 
02 September 2009 
 

Fountains plc 
 
 
("Fountains" or the "Company") 
 
 
Scheme of Arrangement Effective / Cancellation of Listing on AIM 
 
 
Further to the announcement made by Fountains dated 1 September 2009, the Boards 
of Fountains and Connaught are pleased to announce that the Scheme has become 
effective in accordance with its terms. The listing of Fountains Shares on 
AIM will be cancelled with effect from 7.00 am on 3 September 2009. 
 
 
Admission of the New Connaught Shares to the Official List issued in relation to 
the completion of the Scheme will also occur on 3 September 2009. The 
consideration due to Scheme Shareholders will be sent no later than 14 days 
after the Effective Date. Any capitalised term used but not defined in this 
announcement has the same meaning as is given to it in the Scheme document sent 
to shareholders on 22 July 2009. 
 
 
- Ends - 
 
 
For further information: 
+-------------------------------------------+----------------------------+ 
| Fountains plc                             |  Tel: +44 (0) 1295 750 000 | 
+-------------------------------------------+----------------------------+ 
| Richard Haddon, Chief Executive Officer   |                            | 
+-------------------------------------------+----------------------------+ 
| Matthew Turnock, Financial Director       |                            | 
+-------------------------------------------+----------------------------+ 
|                                           |                            | 
+-------------------------------------------+----------------------------+ 
| Collins Stewart Europe Limited (financial |  Tel: +44 (0) 207 523 8350 | 
| adviser and broker to Fountains)          |                            | 
+-------------------------------------------+----------------------------+ 
| Mark Dickenson                            |                            | 
+-------------------------------------------+----------------------------+ 
| Bruce Garrow                              |                            | 
+-------------------------------------------+----------------------------+ 
| Stewart Wallace                           |                            | 
+-------------------------------------------+----------------------------+ 
|                                           |                            | 
+-------------------------------------------+----------------------------+ 
| Abchurch Communications (Fountains'       |  Tel: +44 (0) 207 398 7706 | 
| public relations)                         |                            | 
+-------------------------------------------+----------------------------+ 
| Charlie Jack                              |                            | 
+-------------------------------------------+----------------------------+ 
| Stephanie Cuthbert                        |                            | 
+-------------------------------------------+----------------------------+ 
|                                           |                            | 
+-------------------------------------------+----------------------------+ 
| Connaught plc                             |  Tel: +44 (0) 1392 444 546 | 
+-------------------------------------------+----------------------------+ 
| Mark Davies, Chief Executive Officer      |                            | 
+-------------------------------------------+----------------------------+ 
| Stephen Hill, Financial Director          |                            | 
+-------------------------------------------+----------------------------+ 
|                                           |                            | 
+-------------------------------------------+----------------------------+ 
| Close Brothers Corporate Finance Limited  |  Tel: +44 (0) 207 655 3100 | 
| (financial adviser to Connaught)          |                            | 
+-------------------------------------------+----------------------------+ 
| Peter Alcaraz                             |                            | 
+-------------------------------------------+----------------------------+ 
| Jonathan Arrowsmith                       |                            | 
+-------------------------------------------+----------------------------+ 
| Sam Barnett                               |                            | 
+-------------------------------------------+----------------------------+ 
|                                           |                            | 
+-------------------------------------------+----------------------------+ 
| Altium Capital Limited (broker to         |  Tel: +44 (0) 161 831 9133 | 
| Connaught)                                |                            | 
+-------------------------------------------+----------------------------+ 
| Phil Adams                                |                            | 
+-------------------------------------------+----------------------------+ 
| Mike Fletcher                             |                            | 
+-------------------------------------------+----------------------------+ 
|                                           |                            | 
+-------------------------------------------+----------------------------+ 
| Finsbury Limited (Connaught's public      |  Tel: +44 (0) 207 251 3801 | 
| relations)                                |                            | 
+-------------------------------------------+----------------------------+ 
| Faeth Birch                               |                            | 
+-------------------------------------------+----------------------------+ 
| Gordon Simpson                            |                            | 
+-------------------------------------------+----------------------------+ 
 
 
The Fountains Directors accept responsibility for the information contained in 
this Announcement. To the best of the knowledge and belief of the Fountains 
Directors (who have taken all reasonable care to ensure that such is the case), 
the information contained in this Announcement is in accordance with the facts 
and does not omit anything likely to affect the import of such information. 
 
 
Collins Stewart Europe Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for Fountains 
and no-one else in connection with the matters set out in this Announcement and, 
accordingly, will not be responsible to anyone other than Fountains for 
providing the protections offered to clients of Collins Stewart Europe Limited 
or for providing advice in relation to the matters set out in this Announcement, 
or any matter referred to herein. No representation or warranty, express or 
implied, is made by Collins Stewart Europe Limited as to any of the contents of 
this Announcement (without limiting the statutory rights of any person to whom 
this Announcement is issued). 
 
 
Notes to editors 
 
 
Fountains plc is a leading environmental support services provider. The Company 
delivers a diverse range of integrated managed services for its broad network of 
clients, in the UK and the US, which include local authorities, rail networks, 
energy providers, national parks and corporate and family landowners. In 
addition to its traditional service, Fountains has developed sophisticated 
geospatial technology software that creates high quality maps to predict future 
vegetation growth, enabling Companies to proactively plan. 
 
 
Headquartered in Banbury, fountains was established as a forestry management 
operation in 1957. The Company listed on the AIM market in 1995 and has since 
developed into an extensive environmental support service company. Today the 
Company employs 800 staff.  For further information visit www.fountainsplc.com 
 
 
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 1 per cent. or more of any class 
of "relevant securities" of Connaught or 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 p.m. (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue  until the Scheme Effective Date or the date on which the Scheme 
lapses or  is otherwise withdrawn or on which the "offer period" (for the 
purposes of the  City Code) 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 City Code, all "dealings" in "relevant 
 securities" of Fountains by Connaught, or of Connaught by Fountains, or by any 
 of their respective "associates", must be disclosed by no later than 12.00 noon 
 (London time) 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 City 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. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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