RNS Number : 6146D
17 May 2012
READYMIX PLC
Recommended acquisition for cash by readymix investments
Scheme effective
FOR IMMEDIATE RELEASE
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 or regulations of such jurisdiction
The Independent Committee of Readymix plc (the "Company") announces that today, 17 May 2012, the office copy of the Court Order together with the minute required by Section 75 of the Act confirming the Capital Reduction were delivered to, and registered by, the Registrar of Companies and that the Scheme is now effective.
The listing of the Readymix Shares on the official list of the Irish Stock Exchange and admission of the Readymix Shares to trading on the Main Securities Market of the Irish Stock Exchange will be cancelled at 8:00 a.m. on 18 May 2012 and, accordingly, today will be the last day of dealing in Readymix Shares on the Irish Stock Exchange.
Settlement of the Consideration to which Scheme Shareholders are entitled will be effected by 31 May 2012.
Definitions used in the Scheme Document dated 13 March 2012 have the same meaning when used in this announcement, unless the context requires otherwise.
Responsibility
The directors of Readymix plc accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Readymix plc (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended (the "Irish Takeover Rules"), if any person is, or becomes, 'interested' (directly or indirectly) in, one per cent., or more of any class of 'relevant securities' of Readymix, all 'dealings' in any 'relevant securities' of Readymix (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3.30 pm on the business day following the date of the relevant transaction. This requirement will continue until the 'offer period' ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Readymix, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Readymix by Readymix or Bidco or by any of their respective 'associates' must also be disclosed by no later than 12.00 noon on the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed can be found on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.
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