Sarossa Capital plc
("Old Sarossa")
Court Sanction of Scheme
On 20 March 2014, Old Sarossa published and posted a circular (the "Scheme Document") to shareholders of Old Sarossa. The Scheme Document contained, amongst other things, the full terms and conditions of the Scheme and an explanatory statement in compliance with section 897 of the Companies Act 2006.
The Directors of Old Sarossa are pleased to announce that at a hearing held earlier today the Court made an order sanctioning the Scheme pursuant to which New Sarossa will become the holding company of Old Sarossa and confirming the associated Old Sarossa Reduction of Capital.
In order for the Scheme to become effective the Court order relating to the Scheme and the associated Old Sarossa Reduction of Capital must be delivered to the Registrar of Companies. It is expected that the Court order will be delivered to the Registrar of Companies tomorrow, 2 May 2014, and accordingly the Scheme will become effective on that date.
The New Sarossa Shares to which Old Sarossa Shareholders will become entitled under the Scheme will be settled within 14 days of the date on which the Scheme becomes effective.
Application has been made to the London Stock Exchange for the cancellation of admission of the Old Sarossa Ordinary Shares to trading on AIM, with effect from 7.00 a.m. on 2 May 2014. Application has also been made to the London Stock Exchange for the New Sarossa Shares to be admitted to trading on AIM with effect from 8.00 a.m. on 2 May 2014.
Unless the context otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement.
For further information:
Sarossa Capital plc
Mike Bretherton, Chairman 01481 738724
WH Ireland Limited (Nominated adviser)
Chris Fielding, Head of Corporate Finance 020 7220 1650
WH Ireland, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Old Sarossa and, following completion of the Proposals, New Sarossa, and no one else in connection with the Proposals and will not be responsible to any other person for providing the protections afforded to clients of WH Ireland nor for providing advice in relation to the matters referred to in this announcement.. Neither WH Ireland nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of WH Ireland in connection with the matters referred to in this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
