TIDMESS TIDMTTM
RNS Number : 4407V
Essenden PLC
07 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
7 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
Scheme of Arrangement becomes effective
Essenden is pleased to announce that, further to the
announcement made on 6 August 2015, an office copy of the Court
Order sanctioning 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 was today delivered to
the Registrar of Companies, and, accordingly, the Scheme has now
become effective in accordance with its terms.
As announced on 30 July 2015, trading in Essenden Shares on AIM
was suspended with effect from 7.30 a.m. (London time) this
morning.
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.
The consideration of 80 pence per Essenden Share due to Scheme
Shareholders will be settled (in the case of Scheme Shares held in
uncertificated form, by CREST accounts being credited) or
despatched (in the case of Scheme Shares held in certificated form
by cheques being despatched) within the next 14 days, and therefore
by no later than 21 August 2015.
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.
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.
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.
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
SOAUBVKRVAAWRRR
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