TIDMESS TIDMTTM
RNS Number : 3480V
Essenden PLC
06 August 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
6 August 2015
RECOMMENDED ACQUISITION OF
ESSENDEN PUBLIC LIMITED COMPANY ("Essenden")
by
INDOOR BOWLING ACQUISITIONS LIMITED ("IBA")
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Court sanction of the Scheme of Arrangement
Essenden is pleased to announce that, at a hearing held earlier
today, the High Court of Justice in England and Wales (the "Court")
sanctioned the scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Scheme") in connection with the recommended
acquisition by IBA of the entire issued and to be issued ordinary
share capital of Essenden.
An office copy of the Court Order sanctioning the Scheme is
expected to be delivered to the Registrar of Companies on 7 August
2015, at which time the Scheme will become effective in accordance
with its terms.
As announced on 30 July 2015, trading in Essenden Shares on AIM
will be suspended with effect from 7.30 a.m. (London time) on 7
August 2015.
The cancellation of the admission to trading on AIM of, and
cessation of dealings in, Essenden Shares, in each case, will be
effective from 7.00 a.m. (London time) on 10 August 2015. As a
result of the Scheme having become effective, share certificates in
respect of Essenden Shares will cease to be valid documents of
title and entitlements to Essenden Shares held in uncertificated
form in CREST are being cancelled.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the Scheme Document relating to the Scheme.
Subject to certain restrictions, a copy of this announcement
will be available on Essenden's website at
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
Indoor Bowling Acquisitions
Limited
Christopher Mills, Director
Jeremy Brade, Director +44 (0) 207
James Agnew, Director 640 3200
Strand Hanson Limited
(Financial Adviser to IBA,
IBE and Harwood Capital LLP)
Stuart Faulkner
Matthew Chandler +44 (0) 207
James Dance 409 3494
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.
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to IBE, IBA and Harwood Capital
LLP 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 IBE, IBA and Harwood Capital LLP for providing
the protections afforded to clients of Strand Hanson Limited or for
providing advice in relation to the Proposals, 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 is being
made solely by means of the Scheme Document which contains the full
terms and Conditions of the Acquisition.
This announcement has been prepared for the purposes 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. 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 or by contacting Cenkos on
+44 (0) 207 397 8900.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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