Result of Second Court Hearing


 

TIDMWGN 
 
RNS Number : 0861A 
Wogen PLC 
01 October 2009 
 
Not for release, publication or distribution, in whole or in part, in or into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws of such jurisdiction. 
 
 
RECOMMENDED OFFER 
for 
WOGEN PLC 
("Wogen" or the "Company") 
by 
SANCTUARY PARTNERS LIMITED 
("Sanctuary") 
 
 
to be effected by means of a Scheme of Arrangement 
 
 
Result of Court Hearing 
 
 
On 28 July 2009, the Company announced a recommended cash offer by Sanctuary for 
the entire issued and to be issued share capital of the Company (the 
'Proposal'), to be implemented by scheme of arrangement. The Scheme Document, 
containing the terms and conditions of the Scheme and further information on the 
Proposal, was posted to Wogen Shareholders on 18 August 2009. Unless otherwise 
stated, defined terms used in this announcement shall have the same meaning as 
those used in the Scheme Document. 
 
 
On 15 September 2009, the Company announced that at the Court Meetings and 
General Meeting all the resolutions to approve the Scheme were passed by the 
requisite majorities. 
 
 
 
At the final Court Hearing held on 1 October 2009 required as part of the 
Scheme, the Court confirmed the capital reduction required by the Scheme and the 
Reduction Court Order made at the Court Hearing will be delivered to the 
Registrar of Companies in England and Wales on 2 October 2009. 
 
 
The Scheme is therefore anticipated to be effective as of 2 October 2009 and 
Wogen Shares will be delisted from 07:00am on 5 October 2009. 
 
 
Settlement of the consideration to which any Wogen Shareholder is entitled under 
the Scheme will be implemented in full in accordance with the terms of the 
Scheme and will be despatched by not later than 16 October 2009. Wogen 
Optionholders, who received separate offers in respect of their Wogen Options, 
will receive settlement of any consideration due to them in accordance with the 
terms of the option exchange offer dated 4 September 2009. 
 
 
 
 
+-------------------------------------------------+------------------------+ 
| Canaccord Adams (financial advisers to Wogen)   | Tel +44 (0)20 7050     | 
|  Simon Bridges                                  | 6500                   | 
|  Henry Fitzgerald-O'Connor                      |                        | 
+-------------------------------------------------+------------------------+ 
| Corfin Communications (public relations adviser | Tel +44 (0)20 7977     | 
| to Wogen)                                       | 0026                   | 
|  Harry Chathli                                  |                        | 
+-------------------------------------------------+------------------------+ 
| Wogen Plc                                       | Tel: 44 (0)20 7222     | 
|   Michael Hutchinson                            | 2171                   | 
+-------------------------------------------------+------------------------+ 
| Citroen Wells (financial adviser to Sanctuary)  | Tel:44 (0)20 7304 2000 | 
| Eric Charles                                    |                        | 
+-------------------------------------------------+------------------------+ 
| Sanctuary Partners Limited                      | Tel: 44 (0)20 7222     | 
| Neil Poulter                                    | 2171                   | 
|                                                 |                        | 
+-------------------------------------------------+------------------------+ 
Enquiries 
 
 
 
 
Citroen Wells, chartered accountants, are acting exclusively for Sanctuary and 
no one else in relation to the Proposal and/or the Scheme and will not be 
responsible to anyone other than Sanctuary for providing the protections 
afforded to clients of Citroen Wells or for providing advice in relation to the 
Proposal, the Scheme or any matter or arrangement referred to in this 
announcement. 
 
 
Canaccord Adams, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for Wogen and no one else in relation to the 
Proposal and/or the Scheme and will not be responsible to anyone other than 
Wogen for providing the protections afforded to clients of Canaccord Adams or 
for providing advice in relation to the Proposal, the Scheme or any matter or 
arrangement referred to in this announcement. 
 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer to sell or an invitation to purchase any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to the 
Proposal on otherwise. 
 
 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction outside the UK should inform themselves about, and observe any 
applicable requirements. This announcement has been prepared for the purpose of 
complying with English law and the City Code and the information disclosed may 
not be the same as that which would have been disclosed if this announcement had 
been prepared in accordance with the laws of jurisdictions outside England. 
 
 
Copies of this announcement are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in or into or 
from any Restricted Jurisdiction and persons receiving this announcement 
(including custodians, nominees and trustees) must not mail or otherwise 
forward, distribute or send it in or into or from any Restricted Jurisdiction. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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