Results of AGM / Court / EGM meetings
April 20 2009 - 9:32AM
UK Regulatory
TIDMGGA
RNS Number : 8421Q
Georgica PLC
20 April 2009
Georgica PLC
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 jurisdictions
Georgica PLC
Results of Meetings.
Georgica today held its Annual General Meeting. This was followed by the Court
Meeting and the Extraordinary General Meeting in connection with the proposed
scheme of arrangement (the "Scheme"), previously announced on 10 March 2009, to
implement the re-organisation of Georgica by establishing it as a wholly owned
subsidiary of a newly incorporated parent company, named Essenden Public Limited
Company ("Essenden") in order to facilitate the return of cash to shareholders.
A circular was posted to shareholders on 18 March 2009 setting out the terms of
the Scheme (the "Scheme Document")
Annual General Meeting
All resolutions were approved by the requisite majorities.
Court Meeting
At the Court Meeting the Scheme was approved without modification by a majority
in number of those voting in person or by proxy representing 98.12 per cent. in
nominal value of the Georgica ordinary shares held by those Georgica ordinary
shareholders present and voting in person or by proxy.
Extraordinary General Meeting
At the Extraordinary General Meeting both resolutions were passed by a majority
of 96.39 per cent. of those present and voting in person or by proxy.
Capitalised terms not otherwise defined in this announcement shall have the
meanings given to them in the Scheme Document.
Timetable to completion
The expected timetable of principal events is as
follows*:
20 May 2009 Last day of
dealings in, and for registration of transfers,
and disablement of Georgica Shares in
CREST
20 May 2009 6:00 pm Scheme Record
Time
21 May 2009 Court
Hearing
22 May 2009Scheme Effective Date
22 May 2009Allotment of
new shares in Essenden
22 May 2009Share Capital Consolidation
26
May 2009 8:00 am Cancellation of trading of Georgica
Shares
26 May 2009 8:00 amExpected date of Admuission and commencement of
trading of the
Essenden shares on AIM and of the
Essenden notes on PLUS-quoted and CREST accounts
credited in respect of Essenden
Shares
No later than 5 June 2009 Posting of certificates for Essenden
Shares and Essenden Notes
*These times and dates are indicative only and will depend on, amongst other
things, the date upon which the Court sanctions the Scheme and/or on which the
Scheme becomes effective, which will in turn, be dependent on the conditions to
the Scheme being satisfied or waived. If there are any revisions to the
timetable, the Georgica Board will make an appropriate announcement as soon as
reasonably practicable. It is not intended that any supplemental circular would
be sent to Georgica Shareholders in this event.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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