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RNS Number : 3862Q
Maxima Holdings PLC
06 November 2012
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
6 November 2012
Maxima Holdings plc
("Maxima")
Suspension of trading on AIM of Maxima Shares
On 17 September 2012, Maxima and Redstone plc ("Redstone")
announced that they had reached agreement on the terms of a
recommended acquisition of Maxima by Redstone, pursuant to which
Redstone will acquire the entire issued and to be issued ordinary
share capital of Maxima (the "Acquisition"), to be implemented by
way of a scheme of arrangement ("Scheme"). The full terms of, and
conditions to, the Scheme are set out in the scheme document issued
by Maxima on 24 September 2012 ("Scheme Document").
The Scheme and its implementation were approved by Maxima
shareholders on 17 October 2012.
Pursuant to the terms of the Scheme, Maxima announces that the
admission to trading of Maxima Shares to the AIM market of the
London Stock Exchange ("AIM") has been suspended effective from
7:30 a.m. (UK time) today.
Next steps
Completion of the Scheme remains subject to the satisfaction or
(if capable of waiver) waiver of the remaining conditions set out
in Part 3 of the Scheme Document, including the sanction of the
Scheme by the Court and the confirmation of the Capital Reduction
by the Court.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
In accordance with Rule 30.4 of the City Code, a copy of this
announcement will be published on Maxima's website at
www.maxima.co.uk.
For enquiries please contact:
Contacts
Enquiries:
For further information, please contact:
Redstone plc
Tony Weaver, CEO / Peter Hallett, CFO Tel. +44 (0)845 201
000
finnCap
(financial adviser to Redstone) Tel. +44 (0)20 7220 0500
Marc Young / Charlotte Stranner
Newgate Threadneedle
(public relations adviser to Redstone) Tel. +44 (0)20 7653
9850
Josh Royston / Guy McDougall
Maxima Holdings plc
Michael Brooke - Senior Non Executive Director Tel: +44 (0)1242 211 211
David Memory - Chief Financial Officer
Oakley Capital Limited
(financial adviser to Maxima)
Chris Godsmark / Chris Brooks Tel: +44 (0)20 7766 6900
Cenkos
(Nominated adviser to Maxima)
Stephen Keys / Adrian Hargrave Tel: +44 (0)20 7397 8900
MHP Communications
(public relations adviser to Maxima)
Reg Hoare / Vicky Watkins Tel: +44 (0)20 3128 8100
Maxima Shareholders are advised to read the formal documentation
received by them in relation to the Offer carefully as it contains
important information.
Whether or not certain Maxima Shares were voted at the
Shareholder Court Meeting or the General Meeting, if the Scheme
becomes effective those Maxima Shares will be cancelled pursuant to
the Scheme in return for 28 New Redstone Shares for every one
Maxima Share.
Oakley Capital is acting for Maxima and no one else in
connection with the Scheme and will not regard any other person as
its client nor be responsible to anyone other than those persons
for providing the protections afforded to clients of Oakley Capital
nor for providing advice in relation to the Scheme, the contents of
this Announcement or any other matters referred to in this
Announcement. Oakley Capital is authorised and regulated by the
Financial Services Authority in respect of regulated
activities.
Cenkos Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting only for
Maxima and no one else in connection with the Scheme and will not
be responsible to anyone other than Maxima for providing the
protections afforded to clients of Cenkos Limited or for providing
advice in relation to the Scheme, the contents of this Announcement
or any other matters referred to in this Announcement.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting only for
Redstone and no one else in connection with the Scheme and will not
be responsible to anyone other than Redstone for providing the
protections afforded to clients of finnCap Ltd or for providing
advice in relation to the Scheme, the contents of this Announcement
or any other matters referred to in this Announcement.
This Announcement has been prepared for the purposes of
complying with English law and the 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 and regulations of any jurisdiction outside of
England.
This announcement is not intended to, and does not, constitute
or form part of an offer or invitation to sell or subscribe for or
acquire or exchange securities in Redstone or Maxima or a
solicitation of any vote or approval in any jurisdiction pursuant
to the Merger or otherwise. The full terms and conditions of the
Scheme are set out in the Scheme Document. This announcement does
not constitute a prospectus or a prospectus equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than the UK and the implications of the Scheme
for Maxima Shareholders outside the UK may be affected by the laws
of the relevant jurisdictions. Maxima Shareholders outside the UK
should inform themselves about and observe any applicable
requirements. It is the responsibility of each Maxima Shareholder
to satisfy himself as to the full observance of the laws of the
relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents
which may be required to be observed and the payment of any issue,
transfer or other taxes in such jurisdictions. 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 the
UK.
The New Redstone Shares have not been, nor will they be,
registered under the Securities Act or under the securities laws of
any jurisdiction of the United States and will not be listed on any
stock exchange in the United States. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved of the New Redstone Shares, or determined
if this announcement is accurate or complete. Any representation to
the contrary is a criminal offence under US law. Further, the
relevant clearances have not been, and will not be, obtained from
the securities commission of any province of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance and
the New Redstone Shares have not been, and nor will they be,
registered under or offered in compliance with applicable
securities laws of any state, province, territory or jurisdiction
of Canada, Australia or Japan. Accordingly, the New Redstone Shares
may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Canada, Australia or
Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof
in, such jurisdiction, or to, or for the account or benefit of, a
person located in the United States, Canada, Australia or
Japan.
Cautionary note on forward looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Redstone and Maxima and certain plans and objectives of
the Redstone Directors and the Maxima Directors with respect
thereto. 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 Redstone Directors and the Maxima Directors
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 in this announcement could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. Although the Redstone
Directors and the Maxima Directors believe that the expectations
reflected in such forward-looking statements are reasonable,
neither Redstone nor Maxima can give any assurance that such
expectations will prove to have been correct and assume no
obligation to update or correct the information contained in this
announcement (except to the extent legally required) and Redstone
and Maxima therefore caution you not to place undue reliance on
these forward-looking statements which speak only as at the date of
this announcement.
Disclosure requirements required under the Takeover Code (the
"Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10(th) business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
EXCLFFSLLALEIIF
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