On 9 May 2012, GoIndustry-DoveBid plc (the "Company" or "GoIndustry") announced that the Boards of directors of the Company and Liquidity Services, Inc. ("Liquidity Services") had reached agreement on the terms of a recommended proposal for the cash acquisition of the entire issued and to be issued share capital of GoIndustry by Liquidity Services Limited ("Liquidity Services UK"), a wholly-owned subsidiary of Liquidity Services (the "Acquisition"). The Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and involves a reduction of the capital of the Company under section 641 of the Companies Act 2006.
On 23 May 2012, GoIndustry published and posted a circular (the "Scheme Document") to
Shareholders of GoIndustry.
Confirmation of Capital ReductionFollowing the Court sanction of the Scheme on 29 June 2012, the Directors of GoIndustry are pleased to announce that the Court has today confirmed the Capital Reduction. The Scheme will now become effective on delivery of the Court Orders to the Registrar of Companies, which is expected to take place on 4 July 2012 and whereupon the Acquisition will be completed. The cash consideration payable to GoIndustry Shareholders under the Scheme will be sent to such Shareholders by Liquidity Services UK within 14 days of the date on which the Scheme becomes effective.
Trading in GoIndustry Shares on AIM is currently suspended and a request has been made by the Company to cancel the admission of the GoIndustry Shares to trading on AIM. Cancellation of the admission of the GoIndustry Shares to trading on AIM is expected to occur by no later than 7.00 a.m. on
5 July 2012.
The expected timetable for implementation of the Scheme is as follows:-
Scheme Effective Date | 4 July 2012 |
Cancellation of admission of GoIndustry Shares to trading on AIM | by no later than 7.00 a.m. on 5 July 2012 |
Latest date of despatch of cheques and settlement through CREST or other form of payment | within 14 days of the Scheme Effective Date |
Long Stop Date | 31 August 2012 |
Note: All times shown are London times (unless otherwise stated). All dates and times are based on GoIndustry's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to GoIndustry Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.
Unless the context otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement.
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Enquiries: GoIndustry-DoveBid plc +44 20 7098 3700Neville Davis, Chairman
Jack Reinelt, Chief Executive Officer
Leslie-Ann Reed, Chief Financial Officer
WH Ireland Ltd. (Financial Adviser and Nominated Adviser to GoIndustry) +44 20 7220 1650Chris Fielding
James Bavister
St. Brides Media & Finance Ltd. (Public Relations Adviser to GoIndustry) +44 20 7236 1177Felicity Edwards
Liquidity Services, Inc. +1 202 467 6868Jim Rallo, Chief Financial Officer and Treasurer
1920 L Street, N.W.
6th Floor
Washington, D.C.
United States of America
RBC Capital Markets (Financial Adviser to Liquidity Services) +44 207 653 4000Stephen J. McPherson
Mark Rushton
WH Ireland, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for GoIndustry and
no one else in connection with the Acquisition and other
matters referred to in this announcement and the Scheme
Document and will not be responsible to any person other than
GoIndustry for providing the protections afforded to clients
of WH Ireland nor for giving advice in relation to the
Acquisition or any other matter or arrangement referred to in
this announcement.
RBC Capital Markets, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for
Liquidity Services UK and no one else in connection with the
Acquisition and other matters referred to in this
announcement and the Scheme Document and will not be
responsible to any person other than Liquidity Services UK
for providing the protections afforded to clients of RBC
Capital Markets nor for giving advice in relation to the
Acquisition or any other matter or arrangement referred to in
this announcement.
This announcement is for information purposes only and does
not constitute an offer to sell or an invitation to purchase
any securities or the solicitation of an offer to buy any
securities, pursuant to the Acquisition or otherwise. The
Acquisition will be made solely by means of the Scheme
Document, which contains the full terms and conditions of the
Acquisition, including details of how the Acquisition can be
approved and completed.
Whether or not certain GoIndustry Shares were voted at the
Court Meeting or the General Meeting, if the Scheme becomes
effective, those GoIndustry Shares will be cancelled or
transferred to Liquidity Services UK (or its nominee(s))
pursuant to the Scheme in return for the payment of 73 pence
in cash per GoIndustry Share.
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 requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales and the 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 any jurisdiction outside England and Wales.
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The Acquisition relates to shares in a UK company and is
proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. A transaction effected
by means of a scheme of arrangement is not subject to the
proxy solicitation or tender offer rules under the Securities
Exchange Act of
1934, as amended. Accordingly, the Acquisition is subject to
the disclosure requirements, rules and practices applicable
in England and Wales to schemes of arrangement, which differ
from the requirements of the US proxy
solicitation and tender offer rules. However, if Liquidity
Services UK were to elect to implement the Acquisition by
means of a Takeover Offer (which it reserves the right to
do), such Takeover Offer will be made in compliance with all
applicable laws and regulations, including the US tender
offer rules, to the extent applicable.
The availability of the Acquisition to GoIndustry
Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in
which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable requirements.
Unless otherwise agreed by Liquidity Services UK and
GoIndustry, or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be
made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the
Scheme by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement and
all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute
or send them in, into or from such jurisdictions where to do
so would violate the laws in that jurisdiction.
Copies of this announcement and the Scheme Document will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GoIndustry's website at http://www.go-dove.com/company/InvestorRelations.asp, under the heading 'Recommended Cash Acquisition by Liquidity Services' up to and including the Scheme Effective Date.
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.
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