(WGN.L) Wogen PLC Buy/Sell

RNS Number : 1494A Wogen PLC 02 October 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

Scheme Effective

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.

At the final Court Hearing, held on 1 October 2009, required as part of the Scheme, the Court confirmed the capital reduction required by the Scheme and the Reduction Court Order made at the Court Hearing has today been delivered to and registered by, the Registrar of Companies in England and Wales.

The Scheme is therefore effective.

Wogen Shares will be delisted from 07:00am on 5 October 2009.

Settlement of the consideration to which any Wogen Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme and will be despatched by not later than 16 October 2009. Wogen Optionholders, who received separate offers in respect of their Wogen Options, will receive settlement of any consideration due to them in accordance with the terms of the option exchange offer dated 4 September 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

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