Regulatory News Item

2009/11/10
REG-Westcity PLC Court Hearing
<pre>http://pdf.reuters.com/Regnews/regnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20091110:RnsJ3006C . RNS Number : 3006C Westcity PLC 10 November 2009 Not for release, distribution or publication, in or into any jurisdiction where it is unlawful to do so. Westcity PLC ("Westcity" or the "Company") Court sanction of the Scheme of Arrangement Westcity is pleased to announce that the Court has today sanctioned the Scheme of Arrangement to effect the recommended acquisition of Westcity by Berkshire. For the Scheme to become effective the court order must be registered with Companies House. Due to current processing delays this will not occur by 11 November 2009 as currently timetabled. Instead the Effective Date of the Scheme is likely to be during the week starting 16 November 2009 and a further announcement will be made on the Effective Date. The cancellation of admission to trading on AIM of Westcity Shares will not occur until the day following the Effective Date of the Scheme. As previously announced, dispatch of cheques or settlement through CREST in respect of the cash consideration due under the Scheme and, where applicable, certificates in respect of Berkshire shares will occur within 14 days of the Effective Date. Unless the context otherwise requires, terms defined in the Scheme Document dated 21 September 2009 have the same meaning in this announcement. Enquiries: For further information please contact: Westcity PLC + 44 (0) 20 7424 6700 Ira Rapp, Chief Executive Officer Michael Tannenbaum, Finance Director KBC Peel Hunt Ltd (Financial adviser) +44 (0) 20 7418 8900 Alex Vaughan Richard Kauffer KBC Peel Hunt, which is authorised and regulated in the United Kingdom for the conduct of investment business by the Financial Services Authority, is acting exclusively for Westcity and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Westcity for providing the protections afforded to clients of KBC Peel Hunt nor for providing advice in relation to the matters described in this announcement. This announcement is not intended to, and does not constitute or form any part of, an offer or invitation to sell or subscribe for or purchase any securities or solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition Proposal or otherwise. The Acquisition Proposal was made through the Scheme Document, which contains the full terms and conditions of the Acquisition Proposal (including details of how Shareholders were required to vote in respect of the Acquisition Proposal). Any acceptance of or other response to the Acquisition Proposal should be made only on the basis of the information contained in the Scheme Document. Shareholders are advised to read the Scheme Document carefully. Notice to Overseas Persons The availability of the Acquisition Proposal to Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements. The Acquisition Proposal will be subject to the applicable rules and regulations of the London Stock Exchange and the City Code. This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Berkshire or of Westcity, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective, the Acquisition Proposal lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Berkshire or Westcity, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Berkshire or of Westcity by Berkshire or Westcity, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) 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, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in 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 City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. Forward Looking Statements Certain statements in this announcement regarding the proposed transaction between Berkshire and Westcity, the expected timetable for completing the Acquisition Proposal, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding Westcity's or Berkshire's future expectations, beliefs, goals or prospects constitute forward-looking statements. When used in this announcement, the words "believe", "anticipate", "should", "intend", "plan", "will", "expects", "estimates", "projects", "positioned", "strategy", and similar expressions or statements that are not historical facts, in each case as they relate to Berkshire and Westcity, the board of directors of either such company or the proposed transaction, are intended to identify those expressions or statements as forward-looking statements. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements. This information is provided by RNS The company news service from the London Stock Exchange END SOAQBLFFKFBFFBK </pre>