Scheme of arrangement
January 21 2010 - 9:57AM
UK Regulatory
TIDMCYH
RNS Number : 9408F
CybIT Holdings PLC
21 January 2010
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
Recommended proposal for the acquisition of Cybit Holdings Plc ("Cybit") by
Cyberspace Bidco Limited to be implemented by means of a scheme of arrangement
(the "Scheme")
Scheme of Arrangement Effective
On 19 January 2010 Cybit announced that the Scheme had been sanctioned by the
High Court of Justice. Cybit is now pleased to announce that the Scheme has now
become effective in accordance with its terms following delivery to the
Registrar of Companies of the Court order confirming the Capital Reduction.
Dealings in Cybit Shares have been suspended as of 21 January 2010 and the
admission to trading of Cybit Shares on the AIM market of the London Stock
Exchange will be cancelled at 8.00 a.m. on 22 January 2010. The latest date for
dispatch of cheques and the crediting of CREST accounts for cash consideration
due under the Scheme will be 4 February 2010.
Words and expressions defined in the Scheme Document shall, unless the context
provides otherwise, have the same meanings in this announcement.
Enquiries:
Cybit 0845 6027 123
Kevin Lawrence, Finance Director
Cenkos 020 7397 8900
Stephen Keys
Elizabeth Bowman
Redleaf Communications 020 7566 6700
Emma Kane
Rebecca Sanders-Hewett
Francisco Partners 020 7907 8600
Deep Shah
Investec 020 7597 5000
Andrew Pinder
Dominic Emery
Capitalised terms used in this announcement have the meanings given to them in
the Scheme Document.
Investec, which is authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for Bidco and no one else in connection with the Acquisition
and other matters referred to in this Announcement and the Scheme and will not
be responsible to anyone other than Bidco for providing the protections afforded
to clients of Investec nor for giving advice in relation to the Acquisition and
the Scheme or any other matter or arrangement referred to in this Announcement.
Cenkos, which is authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for Cybit and no one else in connection with the Acquisition
and the Scheme and will not be responsible to anyone other than Cybit for
providing the protections afforded to clients of Cenkos nor for giving advice in
relation to the Acquisition and the Scheme or any other matter or arrangement
referred to in this Announcement.
The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any failure to
comply with the restrictions may constitute a violation of the securities laws
of any such jurisdiction. This announcement does not constitute an offer or an
invitation to purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This announcement
has been prepared for the purposes of complying with English law, the Code and
the AIM Rules 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 any jurisdiction outside England.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Cybit or Bidco, 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. on the business day following the date of
the relevant transaction. This requirement will continue until the Effective
Date or until the date on which the Scheme lapses or is otherwise withdrawn or
on which the "Offer Period" otherwise ends (or, if Bidco elects to effect the
Acquisition by way of a Takeover Offer, until the date on which such Takeover
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the relevant "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
Cybit or Bidco, 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 Code, all "dealings" in relevant
securities of Cybit or Bidco by Cybit or Bidco, or by any of their respective
associates, must be disclosed by no later than 12.00 noon on the 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 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 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, please contact an independent financial
adviser authorised under FSMA, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number + 44 (0) 20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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