Posting of the Scheme Circular

RNS Number : 0877G

Ideal Shopping Direct PLC

06 May 2011

 



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 May 2011

RECOMMENDED CASH OFFER FOR THE ACQUISITION OF

IDEAL SHOPPING DIRECT PLC

BY

CUBA BIDCO LIMITED

TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006

POSTING OF THE SCHEME CIRCULAR

On 20 April 2011, the board of directors of Cuba Bidco Limited ("Bidco") and Graham Cole, Paul Wright and Valerie Kaye, being the independent directors of Ideal Shopping Direct Plc (the "Company"), released an announcement (the "Announcement") that they had reached agreement on the terms of a recommended cash offer by Bidco to acquire the entire issued and to be issued share capital of the Company (the "Proposal"), to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Unless otherwise stated, defined terms in this announcement shall have the meaning given to them in the Announcement. 

The Scheme Document, which sets out, amongst other things, the full terms and conditions of the Proposal and the Scheme and an explanatory statement (pursuant to section 897 of the Companies Act 2006), together with details of the action to be taken by the Company and the Company's shareholders, is being posted to the Company shareholders (other than to the Company's shareholders who are located in, or citizens of, a Restricted Jurisdiction) today.

Notices convening the Court Meeting and the General Meeting, to be held at the offices of Wragge & Co LLP, 3 Waterhouse Square, 142 Holborn, London, EC1N 2SW on 31 May 2011 at 10.00 a.m. and 10.05 a.m. respectively (or, in the case of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), respectively, are contained in the Scheme Document.

It is expected that the Voting Record Time in respect of the Court Meeting and the General Meeting will be 6.00 p.m. on 29 May 2011.

Subject to the satisfaction or waiver of the Conditions to the Scheme, the expected timetable of principal events is:

- the last day of dealings in, and for registration of transfers of, and disablement in CREST of ISD Shares will be 20 June 2011;

- the Court Hearing to sanction the Scheme and the Reduction of Capital will take place on 21 June 2011;

- the Scheme will become effective on 22 June 2011;

- cancellation of admission of the Cuba Shares to trading on AIM will take place on 23 June 2011; and

- the latest date for the dispatch of the consideration due under the Scheme will be 6 July 2011.

If any of these expected dates change, the Company will give reasonable notice of the change by issuing an announcement through a Regulatory Information Service.

Copies of the Scheme Document and Forms of Proxy will be available from the offices of Wragge & Co LLP, 3 Waterhouse Square, 142 Holborn, London EC1N 2SW and may also be obtained from the website of the Company by visiting www.idealshoppingdirect.co.uk.

Enquiries:

Bidco		Tel:  [phone]
John Hartz
Tim Smallbone
DC Advisory Partners Limited (financial adviser to Bidco)		Tel:  [phone]
Henry Wells
Richard Pulford
The Company		Tel:  [phone]
Graham Cole
Paul Wright
Valerie Kaye
NM Rothschild & Sons Limited (financial adviser and broker to the Company)		Tel: [phone]
Andrew Thomas Bod Buckby Adam Hansen
Fairfax I.S. PLC (nominated advisor and broker to ISD)		Tel: [phone]
Simon Bennett
Ewan Leggat
Laura Littley

DC Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Bidco and no one else in connection with the Proposal and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of DC Advisory Partners Limited nor for providing advice in relation to the Proposal, the Scheme, or any transaction or arrangement referred to in this announcement.

NM Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Proposal and will not be responsible to anyone other than the Company for providing the protections afforded to customers of NM Rothschild & Sons Limited nor for providing advice in relation to the Proposal, the Scheme or any transaction or arrangement referred to in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer to sell or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposal or otherwise.  The Proposal has been made solely through the Scheme Document, which contains the full terms and conditions of the Proposal.  Any response to the Proposal should be made only on the basis of the information in the Scheme Document. 

The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements.  This announcement has been prepared for the purpose of complying with English law and the Takeover 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 England.

Unless otherwise determined by Bidco, copies of this announcement and any other documentation relating to the Proposal (including, without limitation, the Scheme Document and the Forms of Proxy) are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or the Forms of Proxy (if applicable) and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the SEC nor any US state securities commission has approved or disapproved the Proposal or passed upon the adequacy or completeness of this announcement or any other documentation relating to the Proposal (including, without limitation, the Scheme Document and the Forms of Proxy). Any representation to the contrary is a criminal offence.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th 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% 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 p.m. (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 [phone].

Publication on website

A copy of this announcement will be made available on ISD's website at www.idealshoppingdirect.co.uk/investor-information/regulatory-news.asp on or around 6 May 2011.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

 

END

 

 

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