Posting of Scheme Circular and Publication of Prospectus
08/09/2008
Charter plc and Charter International plc – posting of Circular to Charter plc shareholders and publication of Prospectus
The distribution of this announcement, in whole or in part, in, into or from any jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdictions.
Recommended proposals to establish Charter International plc (“Charter International”) as the holding company of Charter plc (“Charter”) by means of a Scheme of Arrangement under sections 895 to 899 of the Companies Act 2006
Posting of Scheme Circular and publication of Prospectus
Further to the announcement on 28 August, 2008 of the recommended proposals to establish Charter International as the holding company of Charter and its subsidiaries by means of a scheme of arrangement under sections 895 to 899 of the Companies Act 2006, Charter announces that the scheme circular has today been posted to Charter shareholders (the “Scheme Circular”) and will shortly be available on Charter’s website: www.charterplc.com.
A prospectus in relation to the ordinary shares in the new holding company, Charter International, has been published and will shortly be posted on Charter International’s website: www.charter.ie (the “Prospectus”).
UK Listing Authority Viewing Facility
Copies of the Prospectus and the Scheme Circular will be available for inspection at the UK Listing Authority’s Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. +44 20 7066 1000.
RBS Hoare Govett Limited is acting exclusively for Charter and Charter International and for no-one else in connection with the offer and will not be responsible to anyone other than Charter and Charter International for providing the protections afforded to clients of RBS Hoare Govett Limited or for providing advice in relation to the offer or any other matters referred to in this announcement.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR EXCHANGE OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY OR EXCHANGE ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
For the avoidance of doubt, this announcement is not an offer of securities in the United States. Charter International ordinary shares to be issued in connection with the offer will not be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(10) thereof.
Charter, registered in England and Wales: Company no.: 2794949
Registered office:
7th Floor
322 High Holborn
London
WC1V 7PB
www.charterplc.com
Charter International, registered in Jersey: Company no.: 100249
Registered office:
22 Grenville Street
St Helier
Jersey JE4 8PX
Channel Islands
www.charter.ie