TIDMESS TIDMTTM
RNS Number : 6308U
Essenden PLC
30 July 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
30 July 2015
FOR IMMEDIATE RELEASE
RECOMMENDED ACQUISITION OF
ESSENDEN PUBLIC LIMITED COMPANY ("Essenden" or the
"Company")
by
INDOOR BOWLING ACQUISITIONS LIMITED ("IBA")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
The Essenden Board is pleased to announce that, at the Court
Meeting and the General Meeting held earlier today in connection
with the recommended acquisition by IBA of the entire issued and to
be issued ordinary share capital of Essenden to be effected by way
of a scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"), Essenden Shareholders voted to:
- approve the Scheme by the necessary majority at the Court Meeting; and
- pass the three resolutions proposed at the General Meeting, namely:
- the special resolution to authorise the directors of the
Company to take such actions as they consider appropriate to carry
the Scheme into effect, and to amend the Company's articles of
association;
- the special resolution, subject to the Scheme becoming
effective, to approve re-registration of the Company as a private
limited company and with effect from the re-registration, for
private company articles of association to be adopted; and
- the ordinary resolution to approve the Management Performance Bonus.
Details and the full text of these resolutions passed are set
out in the notices of the Court Meeting and General Meeting
contained in the scheme document dated 8 July 2015 sent or made
available to Essenden Shareholders (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document. All percentages have been rounded to
two decimal places.
Voting results of the Court Meeting
At the Court Meeting, the Scheme was approved by the requisite
majority on a poll vote. A majority in number of the Voting Scheme
Shareholders who voted (either in person or by proxy), representing
over 75 per cent. in value Scheme Shares held by the Voting Scheme
Shareholders who voted (either in person or by proxy or by duly
authorised corporate representative), to approve the Scheme. The
details of the votes cast at the Court Meeting were as follows:
Results Number Percentage Number of Percentage
of Court of Scheme of Scheme Voting Scheme of Voting
Meeting Shares Shares held Shareholders Scheme Shareholders
held by by Voting who voted who voted
Voting Scheme Shareholders
Scheme voted
Shareholders
voted
----------- -------------- --------------------- --------------- ---------------------
FOR 22,724,311 99.67% 126 92.65%
----------- -------------- --------------------- --------------- ---------------------
AGAINST 75,365 0.33% 10 7.35%
----------- -------------- --------------------- --------------- ---------------------
TOTAL 22,799,676 100% 136 100%
----------- -------------- --------------------- --------------- ---------------------
Voting results of the General Meeting
At the General Meeting, special resolutions to authorise the
directors of the Company to take such actions as they consider
appropriate to carry the Scheme into effect, to amend the Company's
articles of association, and to approve the re-registration of the
Company as a private company and the ordinary resolution to approve
the Management Performance Bonus were passed by the requisite
majorities on a poll vote. The details of the votes cast at the
General Meeting were as follows:
FOR AGAINST TOTAL WITHHELD
--------------------- ------------------ --------------- ---------- ---------
Special/ordinary No. of % No. % No. of No. of
resolution Votes Votes of Votes Votes Votes
Votes
--------------------- ---------- ------ ------- ------ ---------- ---------
Special resolution
to authorise
the directors
of the Company
to take such
actions as
they consider
appropriate
to carry the
Scheme into
effect, and
to amend the
Company's
articles of
association 40,251,861 98.90% 447,579 1.10% 40,699,440 10,093
--------------------- ---------- ------ ------- ------ ---------- ---------
Special resolution
to approve
the re-registration
of the Company
as a private
limited company
and adoption
of new articles
of association 40,647,619 99.85% 60,262 0.15% 40,707,881 10,305
--------------------- ---------- ------ ------- ------ ---------- ---------
Ordinary resolution
to approve
the Management
Performance
Bonus 38,522,572 98.84% 453,019 0.16% 38,975,591 1,742,595
--------------------- ---------- ------ ------- ------ ---------- ---------
In relation to the ordinary resolution to approve the Management
Performance Bonus, this was not voted on by Nick Basing or any
shareholders beneficially holding Essenden Shares for Nick
Basing.
The issued share capital of the Company at the date of the
meeting was 50,145,040 ordinary shares with voting rights. Any
proxy appointments which gave discretion to the Chairman have been
included in the votes "FOR" total. A vote withheld is not a vote in
law and counts neither "For" nor "Against" the resolutions.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the sanction of the Scheme by the Court and the delivery
of a copy of the Court Order to the Registrar of Companies. The
expected timetable of principal events for the implementation of
the Scheme is set out on page 8 of the Scheme Document and
partially reproduced in the Appendix to this announcement and it is
currently expected that the Court Hearing to sanction the Scheme
will take place on 6 August 2015. Subject to the Scheme receiving
the sanction of the Court and the satisfaction or waiver of the
other Conditions, the Scheme is expected to become Effective on 7
August 2015 with cheques being despatched or settlement through
CREST occurring within 14 days of the Scheme becoming
Effective.
A request has been made to the London Stock Exchange for trading
in Essenden Shares on AIM to be suspended with effect from 7.30
a.m. (London time) on 7 August 2015 and it is expected that
de-listing of the Essenden Shares will take place on 10 August
2015.
If any of the key dates set out in the expected timetable
change, Essenden will give notice of this change by issuing an
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions, also be
available on Essenden's website at
http://www.essenden.com/investors/offer-for-essenden/
Subject to certain restrictions, a copy of this announcement and
the amended articles of association of the Company will also be
available on Essenden's website at
http://www.essenden.com/investors/offer-for-essenden/
Documents published on the Essenden website
The Company also announces that, pursuant to note 5 of Rule 26
of the Code, Nick Basing has signed an amended letter of
confirmation in respect of his beneficial shareholding in the
Company, which has been published on the Essenden website
(http://www.essenden.com/investors/offer-for-essenden/).
In addition, letters of confirmation have been entered into by
the registered holders of those shares in the Company held
beneficially by Nick Basing, Oryx International Growth Fund Limited
and Harwood Capital Nominees Limited and have been published on the
Essenden website
(http://www.essenden.com/investors/offer-for-essenden/).
Enquiries:
Essenden Plc
Rory Macnamara, Non-Executive
Chairman
Nick Basing, Chief Executive +44 (0) 208
Officer 879 3932
Cenkos Securities Plc
(Financial and Nominated
Adviser and Broker to Essenden)
Nicholas Wells +44 (0) 207
Max Hartley 397 8900
Instinctif Partners
(Public Relations Adviser
to Essenden) +44 (0) 207
Matthew Smallwood 457 2020
Important notices
Cenkos Securities Plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser, nominated adviser and broker to
Essenden and no-one else in connection with the Acquisition and
other matters described in this announcement and will not be
responsible to anyone other than Essenden for providing the
protections afforded to clients of Cenkos Securities Plc or for
providing advice in relation to the Acquisition, the contents of
this announcement or any other matter referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which will contain the full terms and
Conditions of the Acquisition.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales and the 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 the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into, jurisdictions other than the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom or
who are subject to other jurisdictions should inform themselves of,
and observe, any applicable restrictions.
This announcement has been prepared for the purposes of
complying with English law and the 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 the United Kingdom.
The availability of the Offer to Essenden Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
No steps have been taken, nor will any steps be taken, to extend
the Offer into any Restricted Jurisdiction and no regulatory
clearances in respect of the Offer have been, or will be, applied
for in any other jurisdiction.
US Investors
Notice to US investors in Essenden: the Offer relates to the
shares of an English company and is being made by means of a scheme
of arrangement provided for under United Kingdom company law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, IBA exercises the right to implement the
Offer by way of a takeover offer and determines to extend the offer
into the United States, the Offer will be made in compliance with
applicable United States laws and regulations. Financial
information included in this announcement has been prepared in
accordance with accounting standards applicable in the United
Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States. No US federal or state securities commission has:
(a) approved, disapproved, endorsed or recommended the Offer; (b)
passed upon the merits or fairness of the Offer; or (c) expressed a
view on the adequacy of this announcement. Any representation to
the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Scheme by US Essenden
Shareholders as consideration for the transfer of their Essenden
Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Essenden
Shareholder (including US Shareholders) is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the Offer applicable to him.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Essenden's website
(http://www.essenden.com/investors/offer-for-essenden/ ) by no
later than 12 noon (London time) on the business day following the
publication of this announcement (subject to any applicable
restrictions with respect to persons resident in Restricted
Jurisdictions).
Save as expressly referred to in this announcement, the contents
of Essenden's website are not incorporated into and do not form
part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.2 of the Code, a person so entitled
may request a copy of this announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Offer should be in hard copy form. For persons who receive a
copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested from either Essenden by contacting Cenkos on
+44 (0) 207 397 8900.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following dates are
indicative only and are
subject to change(1)
Last date for dealings 6 August 2015
in, registrations of transfers
of and disablement in
CREST of, Essenden Shares
Scheme Record Time 6.00p.m. on 6 August
2015
Scheme Court Hearing 6 August 2015
Effective Date of the 7 August 2015(1)
Scheme
De-listing of Essenden 7.00a.m. on 10 August
Shares 2015(1)
Despatch of cheques and Within 14 days of the
crediting of CREST for Effective Date (2)
cash consideration due
under the Scheme
1 These dates are indicative only and will depend,
among other things, on the date upon which
(i) the Court sanctions the Scheme, and (ii)
the Court Order is delivered to the Registrar
of Companies.
2 Or such later date, if any, as Essenden and
IBA may agree and the Panel and Court (if
necessary) may allow.
All references in this document to times are
to London time unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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