TIDMESS TIDMTTM
RNS Number : 4435S
Essenden PLC
08 July 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
RECOMMENDED CASH OFFER
FOR
ESSENDEN PLC
BY
INDOOR BOWLING ACQUISITIONS LIMITED
(a wholly owned subsidiary of Indoor Bowling Equity Limited)
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT, UNDER
PART 26 OF THE COMPANIES ACT 2006
POSTING OF SCHEME DOCUMENT BY ESSENDEN
Further to the announcement made on 26 June 2015 pursuant to
Rule 2.7 of the Takeover Code regarding the terms of a recommended
cash offer, to be made by IBA, for the entire issued and to be
issued ordinary share capital of Essenden, to be effected by way of
a Court-sanctioned scheme of arrangement between Essenden and its
shareholders under Part 26 of the Companies Act 2006, the
Independent Directors of Essenden are pleased to confirm that the
Scheme Document will be posted to Essenden Shareholders later
today. Capitalised terms used in this announcement have the same
meaning as in the Scheme Document or in the Announcement, as the
context requires.
In order for it to become effective, and, as described in the
Scheme Document, in addition to requiring the sanction of the
Court, the Scheme requires the approval of Voting Scheme
Shareholders at the Court Meeting and the approval of Essenden
Shareholders at the General Meeting. Notices convening the Court
Meeting and the General Meeting to be held on 30 July 2015 at 10.00
a.m. and 10.15 a.m., respectively, at the offices of Herbert Smith
Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG,
accompany the Scheme Document.
Subject to the approval of the Voting Scheme Shareholders at the
Court Meeting and Essenden Shareholders at the General Meeting, the
sanction of the Court and the satisfaction or waiver of the other
conditions to which the Scheme is subject, it is expected that the
Scheme will become effective in August 2015.
The expected timetable of principal events for the
implementation of the Offer is set out below.
If the Scheme becomes Effective, the Scheme Shares will be
transferred to IBA and, under the terms of the Offer, the holders
of Scheme Shares on the register of members at the Scheme Record
Time will receive:
for each Scheme Share 80 pence in cash
Essenden Shareholders should be aware that if the Scheme becomes
Effective, Essenden will become a wholly-owned subsidiary of IBA
and trading in the Essenden Shares will be cancelled.
This announcement and the Scheme Document will be made
available, by no later than 12 noon on 9 July 2015, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Essenden's website at
http://www.essenden.com/investors/offer-for-essenden/.
You may request a hard copy of this announcement by contacting
the Company Secretary of Essenden during business hours on 0208 879
3932 or by submitting a request in writing to the Company Secretary
of Essenden at 3rd Floor, 2 & 4 St. Georges Road, Wimbledon,
London SW19 4DP.
Amendment to the Rule 2.7 Announcement
The Independent Directors of Essenden would like to correct
certain information set out in the Announcement of 26 June 2015 in
relation to the resolution relating to the Management Performance
Bonus. The Announcement stated that a resolution would be proposed
at the General Meeting to approve the Management Performance Bonus
to be paid to Nick Basing under Rule 21.1 of the Code and that for
the purpose of Rule 16 of the Code, Cenkos considered the terms of
the Management Performance Bonus to be fair and reasonable insofar
as Essenden's independent shareholders are concerned.
The Independent Directors of Essenden would like to confirm that
the resolution at the forthcoming General Meeting relating to the
Management Performance Bonus will be proposed voluntarily by the
Independent Directors of Essenden as a matter of good governance.
No resolution is required under Rule 21.1 as IBA has consented to
the proposed Management Performance Bonus and the proposed
Management Performance Bonus does not fall under Rule 16.2, as it
is not an arrangement with or made by IBA.
All shareholders other than Nick Basing himself are able to vote
on the resolution in relation to the Management Performance
Bonus.
The AIM Rule 13 related fair and reasonable statement will be
unaffected and will be repeated in the Scheme Document.
Enquiries:
Essenden Plc
Rory Macnamara, Non-Executive Chairman Tel: +44 (0) 208 879 3932
Nick Basing, Chief Executive Officer
Indoor Bowling Acquisitions Limited
Christopher Mills, Director Tel: +44 (0) 207 640 3200
Jeremy Brade, Director
James Agnew, Director
Strand Hanson Limited
(Financial Adviser to IBA, IBE and Harwood Capital LLP)
Stuart Faulkner Tel: +44 (0) 207 409 3494
Matthew Chandler
James Dance
Cenkos Securities Plc
(Financial and Nominated Adviser and Broker to Essenden)
Nicholas Wells Tel: +44 (0) 207 397 8900
Max Hartley
Instinctif Partners
(Public Relations Adviser to Essenden)
Matthew Smallwood Tel: +44 (0) 207 457 2020
Expected timetable of principal events
All references in this announcement to times are to London time
unless otherwise stated.
Event Time/date
Latest time for lodging pink Forms of 10.00 a.m. on 28 July 2015
Proxy for the Court Meeting
Latest time for lodging white Forms 10.15 a.m. on 28 July 2015
of Proxy for the General Meeting
Voting Record Time for the Court Meeting 6.00 p.m. on 28 July 2015
and General Meeting
Court Meeting 10.00 a.m. on 30 July 2015
General Meeting 10.15 a.m. on 30 July 2015
Scheme Court Hearing 6 August 2015
Last date for dealings in, registrations 6 August 2015
of transfers of and disablement in CREST
of, Essenden Shares
Scheme Record Time 5.00 p.m. on 6 August 2015
Effective Date 7 August 2015
De-listing of Essenden Shares 7.00 a.m. on the Business
Day following the Effective
Date
Despatch of cheques and crediting of Within 14 days of the Effective
CREST accounts for cash consideration Date
due under the Scheme
1 The pink Form of Proxy for the Court Meeting may,
alternatively, be handed to Capita Asset Services or the Chairman
of the Court Meeting before the start of the Court Meeting. However
it is requested that, if possible, pink Forms of Proxy be lodged at
least 48 hours before the time appointed for the Court Meeting.
2 If either of the Meetings is adjourned, then the Voting Record
Time for the relevant reconvened Meeting will be 6.00 p.m. on the
date two days before the date set for the relevant reconvened
meeting.
3 If the Court Meeting has not been concluded or adjourned prior
to the scheduled commencement of the General Meeting, the
commencement of the General Meeting will be delayed until the Court
Meeting has been concluded or adjourned.
4 The latest date for despatch of consideration is 14 days after
the Effective Date.
5 The above times and dates are indicative only and will depend,
amongst other things, on the date on which the Court sanctions the
Scheme and the date on which the Scheme Court Order is delivered to
the Registrar of Companies. If there are any revisions to the
timetable, the Independent Directors will make an appropriate
announcement as soon as practicable.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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