Crest Nicholson PLC
21 March 2007
Crest Nicholson PLC
For Immediate Release
21 March 2007
Recommended Proposals
for the acquisition of
Crest Nicholson PLC
by
Castle Bidco Limited
Posting of Scheme Circular
The boards of Crest Nicholson PLC ("Crest Nicholson") and Castle Bidco Limited
("Castle Bidco") announced on 8 March 2007 that they had reached agreement on
the terms of a recommended acquisition of Crest Nicholson by Castle Bidco, such
acquisition to be effected by means of a scheme of arrangement (the "Scheme")
under section 425 of the Companies Act 1985 (the "Act"). Crest Nicholson now
announces that the circular (the "Scheme Circular") containing, inter alia, the
terms of the Scheme, an explanatory statement (in compliance with section 426 of
the Act), notices of the required meetings, a timetable of principal events, and
details of the actions to be taken by Crest Nicholson Shareholders was today
posted to all Crest Nicholson Shareholders and, for information only, to
participants in the Crest Nicholson Share Schemes.
As described in the Scheme Circular, the Scheme will require the approval of
Crest Nicholson Shareholders at the Court Meeting and the passing of a special
resolution at an extraordinary general meeting of Crest Nicholson. The Scheme
will also require the subsequent sanction of the Court. Further details as to
the approvals required and the persons entitled to vote at such meetings are
contained in the Scheme Circular.
Both meetings will be held at Dresdner Kleinwort, 30 Gresham Street, London,
EC2V 7PG on 16 April 2007.
Expected timetable of principal events:
Latest time for receipt by Lloyds TSB
Registrars of the:
White Form of Proxy for the Court Meeting 10:30 a.m. on 14 April 2007*
Blue Form of Proxy for the Extraordinary 10:45 a.m. on 14 April 2007
General Meeting
Voting Record Time 6:00 p.m. on 14 April 2007
Court Meeting 10:30 a.m. on 16 April 2007
Extraordinary General Meeting 10:45 a.m. on 16 April 2007**
Court Hearing (to sanction the Scheme) 2 May 2007***
Last day of dealings in Crest Nicholson 2 May 2007***
Shares
Scheme Record Time 6:00 p.m. on 2 May 2007***
Effective Date of the Scheme 3 May 2007***
Cancellation of listing of Crest Nicholson 8:00 a.m. on 8 May 2007***
Shares
Latest date for despatch of consideration 14 days after the Effective Date
payable under the Scheme or credit of such
consideration within CREST
Notes:
* Alternatively, the Form of Proxy for the Court Meeting may be handed
to the Chairman of the Court Meeting before the start of the Court
Meeting, and it will still be valid.
** To commence at 10:45 a.m. or, if later, as soon thereafter as the
Court Meeting shall have concluded or been adjourned.
*** These times and dates are indicative only and will depend, among
other things, on the dates upon which the Court sanctions the Scheme
and confirms the associated Capital Reduction.
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
Any capitalised term used but not defined in this announcement has the same
meaning as is given to it in the Scheme Circular.
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
*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.
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