D.F.S. Furniture Company PLC
16 August 2004
OFFER UPDATE
DFS Furniture Company plc
FOR IMMEDIATE RELEASE
16 August 2004
Recommended Proposals
for the acquisition of
DFS Furniture Company plc
by
Full Circle Future Limited
Posting of Scheme Circular
The Independent Directors of DFS announce that on 6 August 2004 the High Court of Justice
of England and Wales (the 'Court') made an Order, in connection with the proposed
scheme of arrangement pursuant to section 425 of the Companies Act between DFS and the DFS
Scheme Shareholders (the 'Scheme'), that DFS may convene a Court Meeting for 11.00 a.m.
on 7 September 2004 of DFS Independent Shareholders for the purpose of considering and, if
thought fit, approving the Scheme of Arrangement. An extraordinary general meeting of DFS
has been convened for 11.15 a.m. on the same day (or as soon thereafter as the Court Meeting
has concluded or been adjourned).
As described in the Scheme Circular (as defined below), the Scheme will require the approval
of DFS Independent Shareholders at the Court Meeting, and the passing of a special resolution
by DFS Shareholders at the DFS EGM. The Scheme and associated Capital Reduction will
also require the subsequent sanction and (as the case may be) confirmation of the Court.
Both Meetings will be held at The Manor II Suite, Doncaster Moat House Hotel,
Warmsworth, Doncaster, South Yorkshire DN4 9UX.
The Scheme circular containing, inter alia, the terms of the Scheme, an Explanatory Statement
(pursuant to section 426 of the Companies Act 1985), notices of the Meetings, a timetable of
principal events, and details of the action to be taken by DFS Shareholders was posted to all
DFS Shareholders and, for information only, to participants in the DFS Share Option Schemes
on 14 August 2004 (the 'Scheme Circular').
Expected timetable of principal events:
Latest time for lodging blue Forms of Proxy for the Court Meeting 11.00 a.m. on 5 September 2004
Latest time for lodging pink Forms of Proxy for the DFS EGM 11.15 a.m. on 5 September 2004
Voting Record Time 6:00 p.m. on 5 September 2004
Court Meeting 11.00 a.m. on 7 September 2004
DFS EGM 11.15 a.m. on 7 September 2004
Last day of dealing in DFS Shares 23 September 2004 *
Initial Hearing Date (to sanction the Scheme) 24 September 2004 *
Latest time for lodging green Form of Election 3:00 p.m. on 24 September 2004
Reclassification Record Time 5.30 p.m. on 27 September 2004 *
Scheme Record Time 6.00 p.m. on 27 September 2004 *
Final Hearing Date (to confirm the Capital Reduction) 28 September 2004 *
Effective Date of the Scheme 29 September 2004 *
Delisting of DFS Shares 1 October 2004 *
Latest date for despatch of cheques and the PE Certificates evidencing
the Primback Entitlement Units 13 October 2004 *
* These dates are indicative only and will depend, amongst other things, on the dates upon
which the Court sanctions the Scheme and the associated Capital Reduction and whether the Conditions are either
satisfied or waived.
UK Listing Authority Viewing Facility
Two copies of the Scheme Circular have been submitted to the UK Listing Authority
and are available for inspection at the UK Listing Authority's Document Viewing Facility which is
situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: 020 7066 1000
Enquiries:
Full Circle
Tel: 01302 330 365
Graham Kirkham
Jon Massey
Hawkpoint (Joint financial adviser to Full Circle)
Tel: 020 7665 4500
Paul Baines
Ben Mingay
Nomura (Joint financial adviser to Full Circle)
Tel: 020 7521 2000
Gary Wilder
Jagdeep Kapoor
Teather & Greenwood (Broker to Full Circle)
Tel: 020 7426 9000
Christopher Hardie
Adam Pollock (Sales)
Tulchan Communications (PR adviser to Full Circle)
Tel: 020 7353 4200
Andrew Grant
Kirstie Hamilton
Jacobs Capital (Adviser to Full Circle)
Tel: 07770 496209
Alan Jacobs
Citigroup (Financial Adviser to DFS)
Tel: 020 7986 4000
William Barter
Mark Todd
Deutsche Bank (Broker to DFS)
Tel: 020 7545 8000
Charles Wilkinson
Rupert Green
Hudson Sandler (PR adviser to DFS)
Tel: 020 7796 4133
Alistair Mackinnon-Musson
Philip Dennis
keithhann.com (PR adviser to DFS)
Tel: 07831 521870
Keith Hann
Hawkpoint, Nomura and Teather & Greenwood, each of which is authorised and regulated in the United Kingdom by the
Financial Services Authority, are acting exclusively for Full Circle and no one else in connection with the Proposals
and will not be responsible to anyone other than Full Circle for providing the protections afforded to their respective
clients or for providing advice in relation to the Proposals or in relation to the contents of this announcement or any
transaction or arrangement referred to herein.
Citigroup and Deutsche Bank, each of which is authorised and regulated in the United Kingdom by the Financial Services
Authority, are acting exclusively for DFS and no one else in connection with the Proposals and will not be responsible
to anyone other than DFS for providing the protections afforded to their respective clients or for providing advice in
relation to the Proposals or in relation to the contents of this announcement or any transaction or arrangement referred
to herein.
The Independent Directors of DFS accept responsibility for the information contained in this announcement and, to the
best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of
such information.
Any term used but not defined in this announcement is as defined in the Scheme Circular.
- ENDS -
This information is provided by RNS
The company news service from the London Stock Exchange
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
Please note, this site uses cookies. Some of the cookies are essential for parts of the site to operate and have already been set. You may delete and block all cookies from this site, but if you do, parts of the site may not work. To find out more about the cookies used on Investegate and how you can manage them, see our Privacy and Cookie Policy
To continue using Investegate, please confirm that you are a private investor as well as agreeing to our Privacy and Cookie Policy & Terms.