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Alterian PLC (ALN)

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Tuesday 24 January, 2012

Alterian PLC

Court Sanction of Scheme

RNS Number : 0856W
Alterian PLC
24 January 2012
 

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

24 January 2012

Recommended Cash Acquisition
by

SDL plc

of

Alterian plc

Court sanction of Scheme

Alterian plc ("Alterian" or the "Company") is pleased to announce that the High Court of Justice has today made an order sanctioning the Scheme by which SDL's Acquisition of Alterian is being implemented.

In order for the Scheme to become effective, the Court will now need to confirm the associated Capital Reduction at the Capital Reduction Court Hearing.  This hearing will take place on 26 January 2012.

It is expected that the last day of dealings in Alterian Shares will be 25 January 2012 and that the listing and admission to trading on the London Stock Exchange's main market for listed securities of Alterian Shares will be cancelled at 8.00 a.m. on 30 January 2012, the business day after the anticipated effective date of the Scheme.

A detailed timetable of events for the Scheme is set out in the scheme document dated 14 December 2011 (the "Scheme Document").

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Enquiries:

Alterian
Phil Cartmell, Chairman
Heath Davies, Chief Executive Officer
Guy Millward, Finance Director

Tel: +44 (0) 117 970 3200

Canaccord Genuity (financial adviser to Alterian)
Simon Bridges/Rory O'Sullivan
Cameron Duncan

Tel: +44 (0) 20 7050 6500

 

 

College Hill (public relations advisers to Alterian)
Adrian Duffield
Kay Larsen

Tel: +44 (0) 20 7457 2020

SDL
Mark Lancaster, Executive Chairman
John Hunter, Chief Executive Officer
Matthew Knight, Chief Financial Officer

Tel: +44 (0) 1628 410 127

Investec (financial adviser to SDL)
Andrew Pinder
David Flin

Tel: +44 (0) 20 7597 5000

FTI Consulting (public relations advisers to SDL)
Ed Bridges
Jon Snowball

Tel: +44 (0) 20 7831 3113

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Alterian and no one else in connection with the Acquisition and will not be responsible to anyone other than Alterian for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Investec bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for SDL and no one else in connection with the Acquisition and will not be responsible to anyone other than SDL for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Disclosure requirements of the Code

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 10th 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 +44 (0)20 7638 0129.

Publication on websites

Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Alterian's and SDL's websites www.alterian.com  and www.sdl.com respectively, up to and including the Scheme Effective Date.

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


This information is provided by RNS
The company news service from the London Stock Exchange
 
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