GGA Georgica Plc

 

TIDMGGA 
 
RNS Number : 0195P 
Georgica PLC 
18 March 2009 
 
Not for release, publication or distribution, in whole or in part, in or into or 
from Australia, Canada, Japan, South Africa or the United States or any other 
jurisdiction where to do so would constitute a violation of the relevant laws or 
regulations of such jurisdiction 
 
 
18 March 
 
 
 
 
PROPOSED SCHEME OF ARRANGEMENT 
to establish 
GEORGICA PUBLIC LIMITED COMPANY ("GEORGICA") 
as a wholly owned subsidiary of 
ESSENDEN PUBLIC LIMITED COMPANY ("ESSENDEN") 
to be effected by means of a scheme of arrangement 
under part 26 of the Companies Act 2006 
 
 
and 
 
 
PROPOSED ADMISSION TO TRADING ON AIM OF THE ENTIRE ISSUED SHARE CAPITAL OF 
ESSENDEN 
and 
PROPOSED ADMISSION TO TRADING ON PLUS-QUOTED OF THE LOAN NOTES TO BE ISSUED BY 
ESSENDEN 
POSTING OF SCHEME DOCUMENT AND ADMISSION DOCUMENT 
 
 
On 10 March 2009, the Georgica Board announced its proposal to establish 
Georgica as a wholly-owned subsidiary of a newly incorporated holding company, 
named Essenden Public Limited Company, by means of a scheme of arrangement under 
Part 26 of the Companies Act 2006 (the "Scheme") resulting in shareholders of 
Georgica receiving new ordinary shares in Essenden and loan notes to be issued 
by Essenden (the "Essenden Notes"), in exchange for their existing ordinary 
shares in Georgica (the "Proposal"). 
 
 
The Georgica Board is  pleased to announce that, today, a circular, which sets 
out, among other things, the full terms and conditions of the Scheme and an 
explanatory statement, together with the action to be taken by Georgica's 
Shareholders (the "Scheme Document"), will be posted to Georgica Shareholders. 
An Admission Document ("Admission) relating the proposed admission of the 
Essenden Shares to trading on AIM and the Essenden Notes to trading on 
PLUS-quoted will be posted to Georgica Shareholders along with the Scheme 
Document. 
 
 
The Scheme requires and will be conditional upon, the approval of holders of 
ordinary shares in Georgica by the passing of a resolution by the requisite 
statutory majority at a meeting convened by the Court (the "Court Meeting") and 
the passing of certain additional resolutions being passed by the requisite 
majorities at a general meeting of Georgica (the "General Meeting"). 
 
 
Notices convening the Court Meeting and the General Meeting to be held at the 
Royal Automobile Club, Pall Mall Clubhouse, 89 Pall Mall, London, SW1Y 5HS at, 
respectively, 11:00am (or as soon thereafter as the AGM is concluded or 
adjourned and 11:15am on 20 April 2009 (or as soon thereafter as the Court 
Meeting is concluded or adjourned), are contained in the Scheme Document.  Forms 
of Proxy for use in connection with both meetings will be posted with the Scheme 
Document. 
 
 
The Georgica Board, which has been advised by Cenkos, unanimously recommends 
that Georgica Ordinary Shareholders vote in favour of the resolution to be 
proposed at the Court Meeting and that Georgica Ordinary Shareholders and 
Georgica Convertible Shareholders vote in favour of the resolution to be 
proposed at the General Meeting, as the members of the Georgica Board intend to 
do in respect of their own respective beneficial shareholdings in Georgica 
which, on 16 March 2009 (being the last practicable date prior to the 
publication of this document), amounted in aggregate to 1,791,243 Georgica 
Ordinary Shares, representing approximately 1.84 per cent. of the issued 
ordinary share capital of Georgica and 1,015,230 Georgica Convertible Shares, 
representing approximately 40 per cent. of the total issued Georgica Convertible 
Shares. 
 
Georgica has received irrevocable undertakings from Trefick Limited, North 
Atlantic Value LLP and the Georgica Convertible Shareholder to vote in favour of 
the Scheme at the Court Meeting (in the case of the Georgica Convertible 
Shareholder, in respect of the Georgica Ordinary Shares held by it at the Voting 
Record Time) and in favour of the Resolutions at the General Meeting. Trefick 
Limited holds as at 16 March 2009 (being the last practicable date before the 
publication of this document) 20,777,138 Georgica Ordinary Shares representing, 
in aggregate, approximately 21.3 per cent. of the issued ordinary share capital 
of Georgica and North Atlantic Value LLP holds as at 16 March 2009 (being the 
last practicable date before the publication of this document) 27,060,000 
Georgica Ordinary Shares representing, in aggregate, approximately 27.8 per 
cent. of the issued ordinary share capital of Georgica. The Georgica Convertible 
Shareholder holds in aggregate 539,000 Georgica Ordinary Shares and 2,538,075 
Georgica Convertible Shares, representing respectively, in aggregate, 
approximately 0.6 per cent. of the issued ordinary share capital of Georgica and 
100 per cent. of the issued Georgica Convertible Shares. 
 
 
It is currently expected that: 
 
 
* the last day of dealings in, and for registration of transfers of, Georgica 
shares will be 20 May 2009 and dealings will be suspended from 7:00am on 21 May 
2009; 
 
 
   * the Court hearing to sanction the Scheme will be held on 21 May 2009; 
 
 
   * the Scheme will become effective on 22 May 2009; and 
 
 
* subject also to the Scheme becoming effective and AIM and PLUS-quoted 
respectively approving 
   Admission, it is currently expected that Admission 
and cancellation of admission to trading on AIM of the 
   ordinary shares of 
Georgica, will occur at 8:00am on 26 May 2009. 
 
 
If any of these expected dates change, Georgica will notify shareholders of the 
change by issuing an appropriate announcement through a Regulatory Information 
Service. 
 
In accordance with Rules 20 and 26 of the AIM Rules for Companies and Rule 5 of 
the PLUS Rules for Issuers an electronic copy of the Scheme Document and the 
Admission Document has been sent to the London Stock Exchange and will be made 
available on Georgica's website.  Physical copies of the Scheme Document, the 
Admission Document and the documents on display listed in those documents will 
be available for inspection during normal business hours at the offices of 
Herbert Smith, Exchange House, Primrose Street, London EC2A 2HS. 
 
 
The Scheme and the Proposal described in this announcement are not subject to 
the City Code on Takeovers and Mergers. 
Capitalised terms used in this announcement, unless otherwise defined, shall 
have the same meaning as given to them in the Scheme Document. 
+-----------------------------------------------------+------------------------+ 
| Enquiries:                                          |                        | 
+-----------------------------------------------------+------------------------+ 
| Cenkos                                              | Tel: 020 7397 8900     | 
| Nomad to Georgica public limited company            |                        | 
| Nomad to Essenden public limited company            |                        | 
| PLUS Corporate Adviser to Essenden public limited   |                        | 
| company                                             |                        | 
| Nicholas Wells                                      |                        | 
|                                                     |                        | 
+-----------------------------------------------------+------------------------+ 
| Georgica plc                                        | Tel: 0207 600 7900     | 
| Nicholas Oppenheim                                  |                        | 
+-----------------------------------------------------+------------------------+ 
 
Cenkos, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively for Georgica and no one else in 
connection with the Scheme and is acting as Nomad to Essenden in relation to the 
proposed admission of the Essenden Shares to trading on AIM and Corporate 
Advisor to Essenden in relation to Admission and is not acting for any other 
persons and will not be responsible to anyone other than Georgica and Essenden 
for providing the protections afforded to customer of Cenkos or advising them on 
the Scheme or Admission. 
 
 
Distribution of announcement and other matters 
The information contained in this announcement may not be the same as that 
required under the laws of jurisdictions outside England and Wales. The 
distribution of this announcement in jurisdictions other than England and Wales 
may be restricted by law and therefore persons into whose possession this 
announcement comes should inform themselves about and observe such restrictions. 
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 to sell or issue, or the 
solicitation of an offer to buy or subscribe for, securities in any jurisdiction 
in which such offer or solicitation is unlawful. 
Securities may not be offered or sold in the United States unless they are 
registered under the US Securities Act or are exempt from such registration. The 
Essenden Shares will not be registered under the US Securities Act, and will be 
issued in the United States pursuant to the Scheme or Admission in reliance on 
the exemption from registration provided by Section 3(a)(10) of that Act. In 
addition, the Essenden Shares have not been and will not be registered under the 
securities laws of any state of the United States, and will be issued in the 
United States pursuant to the Scheme or Admission in reliance on available 
exemptions from such state law registration requirements. Neither the SEC nor 
any US state securities commission has reviewed or approved this document, 
Admission, the Scheme, or the issue of the Essenden Shares or the Essenden 
Notes, and any representation to the contrary is a criminal offence in the 
United States. 
Georgica shareholders (whether or not US persons) who are affiliates (as defined 
in the US Securities Act) of Essenden or Georgica prior to, and/or become 
affiliates of Essenden or Georgica on or after, the implementation of the Scheme 
or Admission of the Essenden Shares or the Essenden Notes will be subject to 
certain US transfer restrictions relating to the Essenden Shares and the 
Essenden. 
The Essenden Notes that may be issued pursuant to the Scheme have not been and 
will not be registered under the US Securities Act or under the relevant 
securities laws of any state or territory or other jurisdiction of the United 
States. Accordingly, Essenden Notes may not be offered or sold in the United 
States, except in a transaction not subject to, or in reliance on an exemption 
from, the registration requirements of the Securities Act and such state 
securities laws. 
Any Essenden Notes which may be issued pursuant to the Scheme have not been and 
will not be registered under the relevant securities laws of Japan and any 
relevant clearances and registrations have not been, and will not be, obtained 
from the securities commission of any province or territory of Canada. No 
prospectus in relation to the Essenden Notes has been, or will be, lodged with, 
or registered with, the Australian Securities and Investments Commission, the 
Japanese Ministry of Finance or the Companies and Intellectual Property 
Registration Office of South Africa. Accordingly, unless otherwise determined by 
Essenden and permitted by applicable law and regulation, the Essenden Notes may 
not be, offered, sold, resold, transferred, delivered or distributed, directly 
or indirectly in or into Canada, Australia, Japan, South Africa or any other 
jurisdiction where to do so would violate the laws of that jurisdiction or would 
require registration thereof in such jurisdiction. 
The statements contained herein are made as at the date of this announcement, 
unless some other time is specified in relation to them, and the issue of this 
announcement shall not give rise to any implication that there has been no 
change in the facts set forth herein since that date.  Nothing contained herein 
shall be deemed to be a forecast, projection or estimate of the future financial 
performances of Georgica or Essenden, except where otherwise stated. 
No person has been authorised to make any representations on behalf of Georgica 
or Essenden concerning the Scheme which are inconsistent with the statements 
contained herein and any such representations, if made, may not be relied upon 
as having been so authorised. 
This announcement does not constitute a prospectus or prospectus equivalent 
document. 
No person should construe the contents of this document as legal, financial or 
tax advice and should consult their own advisers in connection with the matters 
contained herein. 
Forward looking statements 
This announcement contains statements with respect to the financial condition, 
results of operations and business of Georgica and certain plans and objectives 
of the Boards of Directors of Georgica and Essenden that are or may be 
forward-looking statements. These forward-looking statements can be identified 
by the fact that they do not relate only to historical or current facts. 
Forward-looking statements often use words such as 'anticipate', 'target', ' 
expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 
'should', 'would', 'could' or other words of similar meaning. These statements 
are based on assumptions and assessments made by the Boards of Directors of 
Georgica and Essenden in light of their experience and their perception of 
historical trends, current conditions, expected future developments and other 
factors they believe appropriate. By their nature, forward-looking statements 
involve risk and uncertainty, and the factors described in the context of such 
forward-looking statements in this document could cause actual results and 
developments to differ materially from those expressed in or implied by such 
forward-looking statements. 
Should one or more of these risks or uncertainties materialise, or should 
underlying assumptions prove incorrect, actual results may vary materially from 
those described in this document. Georgica and Essenden assume no obligation to 
update or correct the information contained in this announcement. 
 
END 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCGUURPWUPBGRM 
 

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