Crest Nicholson PLC
02 May 2007
Crest Nicholson PLC
For Immediate Release
2 May 2007
Recommended Proposals
for the acquisition of
Crest Nicholson PLC
by
Castle Bidco Limited
Scheme of Arrangement Sanctioned by Court
On 8 March 2007, the boards of Crest Nicholson PLC ("Crest Nicholson") and
Castle Bidco Limited ("Castle Bidco") announced that they had reached agreement
on the terms of a recommended cash offer under which Castle Bidco will acquire
the entire issued and to be issued share capital of Crest Nicholson not already
owned by Castle Bidco, such Proposals to be effected by means of a scheme of
arrangement under section 425 of the Companies Act 1985 ("the Scheme").
On 16 April 2007, the board of Crest Nicholson announced that Crest Nicholson
Shareholders had approved the Scheme (by the requisite majorities) at the
Court-convened Court Meeting and passed the proposed special resolution relating
to the Scheme at the Extraordinary General Meeting of Crest Nicholson, both of
which were held on 16 April 2007.
The board of Crest Nicholson is pleased to announce that the Court sanctioned
the Scheme at the Court Hearing held today and that it also confirmed the
associated Capital Reduction at that Court Hearing. It is expected that the
Scheme will become effective on 3 May 2007 following the delivery of an office
copy of the Court Order to the Registrar of Companies and (in relation to the
Capital Reduction) the registration by him of such Court Order.
In accordance with paragraph 16 of Part 2 (Explanatory Statement) of the Scheme
Document, trading in Crest Nicholson Shares on the London Stock Exchange's
market for listed securities will be suspended with effect from close of
business today. Crest Nicholson Shares will be de-listed at 8.00 a.m. on 8 May
2007.
Capitalised terms used but not defined in this announcement have the same
meanings as set out in the Scheme Document.
Enquiries
Crest Nicholson 01932 580 555
John Matthews, Chairman
Stephen Stone, Chief Executive
Dresdner Kleinwort (Financial and Rule 3 Adviser and Broker 020 7623 8000
to Crest Nicholson)
Charles Batten
Michael Covington
Angus Kerr (Corporate Broking)
Brunswick (Public Relations Adviser to Crest Nicholson) 020 7404 5959
Andrew Fenwick
Kate Miller
Dresdner Kleinwort, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Crest Nicholson and no-one else
in relation to the Proposals and will not be responsible to anyone other than
Crest Nicholson for providing the protections afforded to customers of Dresdner
Kleinwort or for providing advice in relation to the Proposals or any other
matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
R
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