RNS Number : 9545P
Northumbrian Water Group PLC
11 October 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
For Immediate Release
11 October 2011
Northumbrian Water Group Plc ("Northumbrian")
Court Sanction of Scheme of Arrangement
Northumbrian is pleased to announce that the High Court of Justice of England and Wales (the "Court") has today sanctioned the scheme of arrangement to effect the recommended proposal for the acquisition of Northumbrian by UK Water (2011) Limited ("UK Water") (the "Scheme"), details of which are set out in the circular of Northumbrian, dated 26 August 2011, sent to Northumbrian Shareholders relating to the Scheme (the "Scheme Document").
In order for the Scheme to become effective in accordance with its terms, the Court must confirm the Reduction of Capital at the Reduction Court Hearing which is scheduled to take place on 13 October 2011. The Scheme is then expected to become Effective on 14 October 2011.
The last day of dealings in, and for the registration of transfers of, Northumbrian Shares on the London Stock Exchange will be 12 October 2011 and, from 5:00 p.m. on 12 October 2011, the trading of Northumbrian Shares on the London Stock Exchange will be suspended. An application has also been made to the UK Listing Authority requesting the cancellation of the listing of Northumbrian Shares on the Official List as well as trading of Northumbrian Shares on the London Stock Exchange's main market for listed securities at 8:00am on 14 October 2011, subject to confirmation of the Reduction of Capital.
Upon the Scheme becoming Effective, holders of Scheme Shares will be entitled to receive 465 pence for each Scheme Share held by them at the Scheme Record Time.
The consideration of 465 pence per Scheme Share to be paid by UK Water (2011) Limited ("UK Water") to Scheme Shareholders pursuant to the Scheme is expected to be despatched (in the case of certificated holders of Scheme Shares) or settled in CREST (in the case of uncertificated holders of Scheme Shares) by no later than 28 October 2011.
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.
Deutsche Bank + 44 (0)20 7545 8000
(Financial adviser and corporate broker to Northumbrian)
Martin Pengelley (Corporate Broking)
Pelham Bell Pottinger +44 (0)20 7861 3112
(PR adviser to Northumbrian)
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request. Deutsche Bank AG, London Branch is acting as financial adviser to Northumbrian and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Northumbrian for providing the protections afforded to clients of Deutsche Bank AG, London Branch, nor for providing advice in relation to any matter referred to herein.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal and regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City 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.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be made available on the following website: www.nwg.co.uk.
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