Court Sanction of Scheme Arrangement
March 26 2009 - 7:46AM
UK Regulatory
TIDMECAS
RNS Number : 5358P
European Capital Limited
26 March 2009
First Floor, Dorey Court
Admiral Park
St. Peter Port, Guernsey GY1 6HJ
FOR IMMEDIATE RELEASE
26 March 2009
PROPOSED ACQUISITION BY AMERICAN CAPITAL -
COURT SANCTION OF SCHEME OF
ARRANGEMENT
On 10 November 2008, American Capital, Ltd. ("ACAS") and the Independent
Directors of European Capital Limited ("European Capital") announced that they
had reached agreement on the terms of an all-share offer to be made by ACAS for
the entire issued and to be issued share capital of European Capital not already
owned by ACAS (the "Acquisition") to be implemented by way of a court approved
scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as
amended) (the "Scheme").
European Capital is pleased to announce that earlier today the Royal Court of
Guernsey (the "Court") sanctioned the Scheme to effect the Acquisition. The
Scheme has now become effective in accordance with its terms.
It is intended that the listing of the share capital of European Capital on the
Official List maintained by the UK Listing Authority and their trading on the
London Stock Exchange's main market for listed securities will be cancelled with
effect from 8.00 a.m. on 27 March 2009. Trading in the New ACAS Shares on The
NASDAQ Global Select Market is expected to commence at 9.30 a.m. (New York time)
and 2.30 p.m. (London time) on 26 March 2009.
Unless the context otherwise requires, all capitalised terms in this
announcement shall have the meanings given in the scheme document circular
posted to shareholders on 12 January 2009 (the "Scheme Document").
Enquiries:
ACAS Tel: +1 (301) 951 6122
Thomas McHale
Justin Cressall
Citigroup Global Markets Limited (Financial adviser to ACAS)
London
Tel: +44 (0) 20 7986 4000
Ian Hart
Jolyon Luke
New York
Tel: +1 (212) 816 9807
Tim Devine
Lexicon Partners Limited (Financial adviser to European Capital) Tel: +44 (0)
20 7653 6000
Charles Outhwaite
Lucy Garrett
IMPORTANT DISCLOSURES
This announcement is not intended to, and does not, constitute or form any part
of an offer or invitation to sell or purchase any securities or the solicitation
of an offer to buy any securities or the solicitation of any vote or approval in
any jurisdiction, pursuant to the Acquisition or otherwise. This announcement
does not constitute a prospectus or a prospectus equivalent document. The
Acquisition will be made solely by means of the Scheme Document (or any document
through which the proposals of the Acquisition are actually made), which
contains the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition.
Shareholders in European Capital are advised to read the formal documentation in
relation to the Acquisition carefully because it contains important information
relating to the Acquisition. The Acquisition will be subject to the conditions
and further terms set out in the Scheme Document (or any document through which
the proposals of the Acquisition are actually made). This announcement and all
other materials related to the Acquisition are solely directed to existing
shareholders in European Capital.
Any acceptance or other response to the Acquisition should be made only on the
basis of the information in the Scheme Document (or any document through which
the proposals of the Acquisition are actually made).
Citigroup Global Markets Limited, which is authorised and regulated in the UK by
the Financial Services Authority, is acting exclusively for ACAS and no one else
in relation to the matters referred to in this announcement and will not be
responsible to anyone other than ACAS for providing the protections afforded to
clients of Citigroup Global Markets Limited nor for providing advice in relation
to these matters, the content of this announcement or any matter referred to
herein.
Lexicon Partners Limited, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for European Capital and no
one else in connection with the Scheme and will not be responsible to anyone
other than European Capital for providing the protections afforded to clients of
Lexicon Partners Limited or for providing advice in relation to the Acquisition
or any other matters referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK or
Guernsey may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the UK or Guernsey should inform
themselves about, and observe, any applicable requirements. This announcement
has been prepared for the purpose of complying with English law, the laws of
Guernsey 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 the UK and Guernsey.
The Acquisition will be subject to the applicable rules and regulations of the
UK Listing Authority, the London Stock Exchange and the City Code.
NOTICE TO US INVESTORS IN EUROPEAN CAPITAL
The Acquisition relates to the shares of a company registered under the laws of
Guernsey and is subject to UK and Guernsey disclosure requirements (which are
different from those in the US) and is proposed to be made by means of a scheme
of arrangement provided for under Guernsey company law. Accordingly, the
Acquisition is subject to the disclosure requirements and practices applicable
in the UK and Guernsey to schemes of arrangement which differ from the
disclosure requirements for US proxy solicitations, shareholder votes or tender
offers. The settlement procedure with respect to the Acquisition will be
consistent with UK practice, which may differ from procedures in comparable
transactions in countries other than the UK in certain material respects,
particularly with regard to date of settlement. If ACAS exercises its right to
implement the Acquisition by way of a takeover offer, the offer will be made in
compliance with applicable US securities laws and regulations.
Neither the SEC nor any securities commission of any state of the United States
has (a) approved or disapproved of the Acquisition; (b) passed upon the merits
or fairness of the Acquisition; or (c) passed upon the adequacy or accuracy of
the disclosure in this document. Any representation to the contrary may be a
criminal offence in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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