Court Sanction re Scheme of Arrangement/Timetable (8755V)

TIDMTHB

RNS Number : 8755V

THB Group PLC

19 January 2012

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

19 January 2012

THB Group plc ("THB" or the "Company")

COURT SANCTION OF SCHEME OF ARRANGEMENT

AND UPDATE IN SCHEME TIMETABLE

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Scheme Document published on 5 December 2011.

THB is pleased to announce that the Court has today sanctioned the scheme of arrangement to effect the recommended proposal for the acquisition of THB by Taurus Acquisition Limited ("Bidco"), details of which are set out in the Scheme Document.

In order for the Scheme to become Effective, the Court must confirm the Reduction of Capital at the hearing which is scheduled to take place on 23 January 2012. The Scheme is then expected to become Effective on 24 January 2012.

Update to Scheme Timetable

It is also expected that trading in THB Shares will be suspended with effect from 07:30 a.m. on 23 January 2012. However, upon the Scheme becoming Effective and contrary to the last announcement, the cancellation of the admission to trading of THB Shares on the London Stock Exchange's AIM market will now take place by no later than 07:00 a.m. on 25 January 2012. The consideration due to Scheme Shareholders will be sent no later than 14 days after the Effective date.

Enquiries:

 
 THB                                Tel: +44 (0)20 7469 
  Rob Wilkinson                                    0100 
 Keefe, Bruyette & Woods            Tel: +44 (0)20 7663 
  (Financial adviser to                            5400 
  THB) 
  Nick Triggs / Max Cornu-Thenard 
 Daniel Stewart                     Tel: +44 (0)20 7776 
  (Nominated adviser to                            6560 
  THB) 
  Paul Shackleton / James 
  Felix

Advisers' Responsibilities

Keefe, Bruyette & Woods, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to THB and no other party in connection with the Acquisition. Keefe, Bruyette & Woods will not regard any person (whether or not a recipient of this document) other than THB as its client in relation to the Acquisition and accordingly, Keefe, Bruyette & Woods will not be responsible to anyone other than THB for providing the protections afforded to clients of Keefe, Bruyette & Woods or for providing advice in relation to the Acquisition.

Daniel Stewart, which is authorised and regulated in the United Kingdom by the FSA, is acting as a nominated adviser to THB and no other party in connection with the Acquisition and will not be responsible to any other person other than THB for providing the protections afforded to clients of Daniel Stewart or for providing advice in relation to the Acquisition.

Notice to Overseas Holders of Scheme Shares

The availability of the Acquisition or the distribution of this announcement to Scheme Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Scheme Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws and jurisdictions outside England.

Publication on Website and Hard Copies Available

A copy of this announcement will be made available, free of charge, at www.thbgroup.com. Hard copies of this announcement may be obtained from Daniel Stewart & Company plc, Becket House, 36 Old Jewry, London EC2R 8DD or by calling Paul Shackleton or James Felix on +44(0) 20 7776 6560 and submitting a request.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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