(WGN.L) Wogen PLC Buy/Sell

RNS Number : 8746Z Wogen PLC 29 September 2009

Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

RECOMMENDED OFFER

for

WOGEN PLC

("Wogen" or the "Company")

by

SANCTUARY PARTNERS LIMITED

("Sanctuary")

to be effected by means of a Scheme of Arrangement

Result of Court Hearing

On 28 July 2009, the Company announced a recommended cash offer by Sanctuary for the entire issued and to be issued share capital of the Company (the 'Proposal'), to be implemented by scheme of arrangement. The Scheme Document, containing the terms and conditions of the Scheme and further information on the Proposal, was posted to Wogen Shareholders on 18 August 2009. Unless otherwise stated, defined terms used in this announcement shall have the same meaning as those used in the Scheme Document.

On 15 September 2009, the Company announced that at the Court Meetings and General Meeting all the resolutions to approve the Scheme were passed by the requisite majorities.

Today, at the first of two Court Hearings required as part of the Scheme, the Court sanctioned the Scheme and the Scheme Court Order made at the Court Hearing was delivered to the Registrar of Companies in England and Wales shortly after the Court Hearing.

A second Court Hearing will take place on 1 October 2009 at which the Court will consider and if thought fit make the Reduction Court Order to confirm the reduction of the share capital of the Company.

If the Reduction Court Order is made then the Scheme Effective Date will be 2 October 2009 and Delisting of the Wogen Shares from AIM will now take effect from 07:00 a.m. on 5 October 2009.

Canaccord Adams (financial advisers to Wogen) Tel +44 (0)20 7050 6500

Simon Bridges Henry Fitzgerald-O'Connor

Corfin Communications (public relations adviser to Tel +44 (0)20 7977 0026

Wogen) Harry Chathli
Wogen Plc Tel: 44 (0)20 7222 2171
Michael Hutchinson
Citroen Wells (financial adviser to Sanctuary) Tel:44 (0)20 7304 2000

Eric Charles
Sanctuary Partners Limited Tel: 44 (0)20 7222 2171

Neil Poulter

Enquiries

Citroen Wells, chartered accountants, are acting exclusively for Sanctuary and no one else in relation to the Proposal and/or the Scheme and will not be responsible to anyone other than Sanctuary for providing the protections afforded to clients of Citroen Wells or for providing advice in relation to the Proposal, the Scheme or any matter or arrangement referred to in this announcement.

Canaccord Adams, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Wogen and no one else in relation to the Proposal and/or the Scheme and will not be responsible to anyone other than Wogen for providing the protections afforded to clients of Canaccord Adams or for providing advice in relation to the Proposal, the Scheme or any matter or arrangement referred to in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer to sell or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposal on otherwise.

The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction outside the UK should inform themselves about, and observe any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

This information is provided by RNS The company news service from the London Stock Exchange

ROMPUUWUBUPBGCB