TIDMTIG
RNS Number : 1693G
Innovation Group PLC
18 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR SUCH JURISDICTION
FOR IMMEDIATE RELEASE
The Innovation Group plc
Scheme becoming effective
Recommended acquisition of The Innovation Group plc
("Innovation") by Axios Bidco Limited ("Bidco") by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Acquisition")
Innovation is pleased to announce that the Court order was
delivered to the Registrar of Companies today and that the scheme
of arrangement, dated 16 September 2015 (the "Scheme") in order to
effect the Acquisition, accordingly became effective.
Innovation also announces that the following directors have
resigned with immediate effect: David Thorpe, James Morley, and
Chris Harrison.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Scheme.
Internet users will be able to view this announcement, together
with other information about Target, on the company's website on
the business day following this announcement:
http://www.innovation-group.com/uk
Enquiries:
The Innovation Group plc Tel: +44 (0) 1489 898 300
Andrew Roberts, Chief Executive Officer
Lewis Miller, Group Finance Director
Investec Tel: +44 (0) 20 7597 5970
Andrew Pinder / Patrick Robb
Junya Iwamoto / Sebastian Lawrence
FTI Consulting Tel: +44 (0) 20 3727 1000
Ed Bridges / Matt Dixon
Investec Bank plc is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK. Investec is acting as
financial adviser to Innovation and for no one else in connection
with the Acquisition and will not be responsible to anyone other
than Innovation for providing the protections afforded to its
clients nor for providing advice in connection with the Acquisition
or any matter referred to herein.
IMPORTANT NOTICES
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales 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 of jurisdictions outside the United Kingdom.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Acquisition relates to shares of a UK company and is
effected by means of a scheme of arrangement under the laws of
England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to proxy solicitation or tender offer
rules under the US Securities Exchange Act of 1934. Accordingly,
the Acquisition is subject to the disclosure requirements, rules
and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable to the UK that may not be
comparable to the financial statements of US companies.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a jurisdiction where to do so would violate the laws in that
jurisdiction (each a "Restricted Jurisdiction"). Accordingly,
copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Acquisition to Innovation Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Electronic communications
Addresses, electronic addresses and certain information provided
by Innovation Shareholders, persons with information rights and
other relevant persons for the receipt of communications from Bidco
may be provided to Bidco during the Offer Period as requested under
Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of
the Code.
Requesting hard copy documents
In accordance with Rule 30.2 of the Code, a person so entitled
may request a copy of this Announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Acquisition should be in hard copy form. For persons who
receive a copy of this Announcement in electronic form or via a
website notification, you may request a hard copy of this
Announcement by contacting Capita Asset Services on 0371 664 0300
or if calling from outside the UK on +44 (0) 208 639 3399.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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