11:00 Wed 22 Jul 2020
Be Heard Group PLC - Clarification re: Scheme Document
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM
FOR IMMEDIATE RELEASE
Recommended Cash Acquisition
of
by
a company ultimately owned and controlled by Ensco 1314 Limited
to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
Scheme Document: correction
On
It has come to the attention of
· on page 12, the reference to the Long Stop Date being
· in paragraph 2(D) of Part III, the reference to
In addition, the reference to
In all other respects, the Scheme Document remains unchanged.
A detailed timetable of events for the Scheme, with the corrected Long Stop Date, is set out in the appendix to this announcement. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, the Company will give notice of the changes in an announcement through a
Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.
Enquiries:
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Tel: +44 (0) 203 828 6269 |
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Tel: 44 (0) 207 213 0880 |
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Tel: +44 (0) 203 903 7715 |
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Tel: +44 (0) 207 796 4133 |
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Tel: +44 (0) 203 026 6608 |
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Tel: +44 (0) 161 831 1512 |
Cairn, which is authorised and regulated in the
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 securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than
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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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
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 securities exchange 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
Publication on websites
A copy of this announcement, the Scheme Document and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at
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.
APPENDIX
Expected timetable of principal events
Event |
Time and/or date |
Latest time for receipt of blue Forms of Proxy/CREST Proxy instructions for the Court Meeting |
|
Latest time for receipt of white Forms of Proxy/CREST Proxy instructions for the General Meeting |
|
Voting Record Time |
|
Court Meeting |
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General Meeting |
|
The following dates are subject to change (please see note (4) below) |
|
Scheme Court Hearing to sanction the Scheme and Scheme Court Order Date |
|
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Be Heard Shares |
|
Suspension of Be Heard Shares from trading on AIM |
|
Scheme Record Time |
|
Effective Date |
|
Cancellation of admission to trading on AIM of Be Heard Shares |
By no later than |
Latest date for despatch of cheques and crediting of CREST accounts for the cash consideration due under the Scheme |
|
Long Stop Date |
|
Unless otherwise stated, all references to times in this announcement are to
The Court Meeting and the General Meeting will each be held at the offices of
Notes:
1. If the BLUE Form of Proxy for use at the Court Meeting is not returned by
2. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be
3. To commence at
4. These times and dates are indicative only and will depend, amongst other things, on the date upon which:
(a) the Court sanctions the Scheme;
(b) the Scheme Court Order is delivered to the Registrar of Companies; and
(c) the Conditions set out in Part III to this document are satisfied or (if capable of waiver) waived.
If any of the expected dates change,
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