Offer Document Posted
October 15 2004 - 7:41AM
UK Regulatory
RNS Number:1297E
Photo-Scan PLC
15 October 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Photo-Scan plc, 15 October 2004
Posting of Scheme Document
Further to the announcement by Photo-Scan plc ("Photo-Scan" or "Company") on 23
September 2004 that the Company and Siemens AG ("Siemens") had reached agreement
on the terms of recommended Proposals under which Siemens would offer to acquire
the entire issued and to be issued share capital of Photo-Scan by way of a Court
sanctioned scheme of arrangement under section 425 of the Companies Act, the
Scheme Document is being posted to Photo-Scan Shareholders today.
The Scheme Document sets out notices convening the Court Meeting and Photo-Scan
EGM, both of which are to be held on 8 November 2004 at Mitre House, 160
Aldersgate Street, London EC1A 4DD. The Court Meeting will start at 11.00 a.m.
and the Photo-Scan EGM will start at 11.15 a.m. (or, if later, as soon as the
Court Meeting has been concluded or adjourned).
Expected timetable of principal events:
Event Time/date (2004)
Latest time for lodging blue Forms of Proxy for the Court Meeting* 11.00 a.m. on 6 November
Latest time for lodging pink Forms of Proxy for the Photo-Scan EGM* 11.15 a.m. on 6 November
Voting Record Time 6.00 p.m. on 6 November
Court Meeting 11.00 a.m. on 8 November
Photo-Scan EGM 11.15 a.m. on 8 November
Order Record Time 6.00 p.m. on 25 November
Order Date 26 November **
Last day of dealings in Photo-Scan Shares 29 November **
Scheme Record Time 6.00 p.m. on 29 November
Effective Date of the Scheme 30 November **
Cancellation of admission to trading of Photo-Scan Shares 30 November **
Latest date for despatch of cheques 14 December **
* A blue Form of Proxy for the Court Meeting not so lodged may be handed to
Photo-Scan's registrars on behalf of the Chairman at the Court Meeting before
the taking of the poll. However, the pink Form of Proxy for the Photo-Scan EGM
must be lodged by 11.15 a.m. on 6 November 2004 in order to be valid.
** These dates are indicative only and will depend, amongst other things, on the
date upon which the Court sanctions the Scheme and the associated Capital
Reduction and whether the Conditions are either satisfied or waived.
All times referred to in this announcement are references to London time.
Copies of the Scheme Document will be available for inspection during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted)
at the offices of CMS Cameron McKenna, Mitre House, 160 Aldersgate Street,
London EC1A 4DD up to and including the Effective Date or the date that the
Scheme lapses or is withdrawn, whichever is the earlier.
Capitalised terms in this announcement have the same meaning as in the Scheme
Document.
Enquiries:
Andy Nash, Chairman 01932 898 500
David Simpson, KPMG Corporate Finance 020 7311 1000
Paul Elliot, KPMG Corporate Finance 020 7311 1000
Barrie Newton, Rowan Dartington 0117 933 0011
John Rudofsky, Helsen Communications 020 8786 6699
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for the Company as financial adviser and is not acting for any other
person. KPMG Corporate Finance will not be responsible to anyone other than the
Company for providing the protections afforded to its clients.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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