TIDMSDM TIDMTTG
RNS Number : 9021H
Stadium Group PLC
15 March 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
15 MARCH 2018
RECOMMED CASH OFFER
for
Stadium Group plc
by
TT Electronics plc
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
On 15 February 2018, the boards of Stadium Group plc ("Stadium"
or the "Company") and TT Electronics plc ("TT") announced that they
had reached agreement on the terms of a recommended acquisition,
pursuant to which TT will acquire the entire issued and to be
issued share capital of Stadium (the "Acquisition"), which will be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 ("Scheme").
The Board of Stadium is pleased to announce that the scheme
document in relation to the Acquisition (the "Scheme Document") is
today being posted to Stadium Shareholders, containing, amongst
other things, the full terms and conditions of the Acquisition, an
explanatory statement pursuant to section 897 of the Companies Act
2006, an expected timetable of principal events, notices of the
Court Meeting and General Meeting and details of the actions to be
taken by Stadium Shareholders, together with the Forms of Proxy for
the Meetings. Stadium is also posting the Scheme Document to
participants in the Stadium Share Schemes for information only and
those persons with information rights.
Stadium's preliminary results for the year ended 31 December
2017 released on 13 March 2018 are being posted to Stadium
Shareholders and persons with information rights today, together
with the Scheme Document.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. Copies of this Announcement and the Scheme
Document will be available free of charge (subject to certain
restrictions relating to persons in Restricted Jurisdictions) on
Stadium's website at
http://www.stadiumgroupplc.com/offer-for-stadium-group-plc/ up to
and including the Effective Date. The contents of this website are
not incorporated into, and do not form part of, this
Announcement.
Notices of the Court Meeting and General Meeting
As detailed further in the Scheme Document, the Scheme is
subject to the Conditions. To become effective, the Scheme
requires, among other things, that the requisite majorities of
Scheme Shareholders vote in favour of the Scheme at the Court
Meeting and that the requisite majorities of Stadium Shareholders
vote in favour of the special resolution to be proposed at the
General Meeting,
Notices convening the Court Meeting and the General Meeting for
11.00 a.m. and 11.15 a.m. respectively on 9 April 2018 (or, in
respect of the General Meeting, as soon thereafter as the Court
Meeting is concluded or adjourned), to be held at the offices of
Pinsent Masons LLP, 30 Crown Place, London, EC2A 4ES, are set out
in the Scheme Document. Forms of Proxy for use at such Meetings are
enclosed with the Scheme Document.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of Stadium Shareholder
opinion. Stadium Shareholders are therefore strongly encouraged to
complete, sign and return their Forms of Proxy (once received) (or
appoint a proxy through the CREST electronic proxy appointment
service) as soon as possible in accordance with the instructions
for doing so.
Cancellation of admission of Stadium Shares to trading on
AIM
If the Scheme becomes effective in accordance with its terms, it
is intended that dealings in Stadium Shares will be suspended at
7.30 a.m. on 17 April 2018 and subsequently Stadium Shares will be
cancelled from admission to trading on AIM at 7.00 a.m. on 19 April
2018.
Dividend
The Stadium Board has declared a special dividend of 2.1 pence
per Stadium Share. The Dividend, which is conditional on completion
of the Acquisition and in lieu of any final dividend for the
financial year ended 31 December 2017, will be paid within 14 days
of the Effective Date and will be paid by Stadium to Stadium
Shareholders on the register of members of Stadium at the close of
business on 17 April 2018 (irrespective of whether or not they
attended or voted at the Court Meeting or the General Meeting (and,
if they attended and voted, whether or not they voted in favour of
the Acquisition)). No other dividend is currently contemplated by
Stadium to be declared, approved, made or paid from the date of
this Announcement and before the Effective Date.
Timetable
The current expected timetable of principal events for the
implementation of the Scheme is set out below and in the Scheme
Document. If any of the key dates set out in the expected timetable
changes, an announcement will be made through a Regulatory
Information Service.
All times shown in this Announcement are references to London
time unless otherwise stated.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Latest time for lodging
Forms of Proxy and registering
proxy appointments through
CREST for the:
Court Meeting (blue 11.00 a.m. on 5 April
form) 2018(1)
General Meeting (yellow 11.15 a.m. on 5 April
form) 2018(2)
Voting Record Time for close of business on
the Court Meeting and 5 April 2018(3)
the General Meeting
Court Meeting 11.00 a.m. on 9 April
2018
General Meeting 11.15 a.m. on 9 April
2018(4)
The following dates are indicative
only and are subject to change(5)
Last day of dealings in, or 16 April 2018
for registration of transfers
of, Stadium Shares
Dealings in Stadium Shares 7.30 a.m. on 17
suspended April 2018
Court Hearing 17 April 2018
Scheme Record Time close of business on
17 April 2018
Record date for the close of business on
Dividend 17 April 2018
Expected Effective Date 18 April 2018
of the Scheme
Cancellation of admission By 7.00 a.m. on 19 April
to trading of Stadium 2018
Shares on AIM
Despatch of cheques Within 14 days of the
and crediting of CREST Effective Date
for Cash Consideration
due under the Scheme
Payment date for the Within 14 days of the
Dividend Effective Date
Long Stop Date 31 August 2018(6)
Notes:
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours before the time appointed
for the Court Meeting, excluding any part of a day that is not a
business day. Blue Forms of Proxy not so lodged may be handed to
the Chairman of the Court Meeting or Link on behalf of the Chairman
of the Court Meeting before the start of the Court Meeting.
(2) Yellow Forms of Proxy for the General Meeting must be lodged
not later than 48 hours before the time appointed for the General
Meeting, excluding any part of a day that is not a business day.
Yellow Forms of Proxy for the General Meeting not lodged by this
time will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days before the
date of the adjourned meeting, excluding any part of a day that is
not a business day.
(4) Or as soon as the Court Meeting shall have concluded or been adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Registrar of
Companies.
(6) This is the latest date by which the Scheme may become
effective unless TT and Stadium agree (and the Panel and, if
required, the Court permit) a later date.
Enquiries:
Stadium Group plc Tel: +44 (0)
118 931 1199
Nick Brayshaw OBE, Chairman
N+1 Singer (Financial Adviser Tel: +44 (0)
and Broker to Stadium) 207 496 3000
Richard Lindley
James White
Walbrook PR (PR Adviser to Stadium)
Paul McManus Tel: +44 (0)
20 7933 8780
TT Electronics plc
Tel: +44 (0)1932
Richard Tyson, Chief Executive 825 300
Officer
Mark Hoad, Chief Financial Officer
Emma Darke, Head of Investor Relations
and Communications
Rothschild (Financial Adviser
to TT) Tel: +44 (0)20
7280 5000
Neil Thwaites
Numis (Corporate Broker to TT)
Luke Bordewich Tel: +44 (0)
Michael Burke 20 7260 1000
MHP (PR Adviser to TT) Tel: +44 (0)20
3128 8100
Tim Rowntree
Katie Hunt
Ivana Petkova
Important notices
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting solely for Stadium as financial adviser and
broker in relation to the matters referred to in this Announcement
and for no one else. N+1 Singer will not be responsible to anyone
other than Stadium for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any arrangement referred to herein. N+1 Singer has
given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name and the advice it has
given to Stadium in the form and context in which they appear.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively as financial adviser to TT and for no one else
in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than TT for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this Announcement. Neither
Rothschild, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild in connection with this
Announcement, any statement contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting solely for TT
as broker and for no one else in relation to the Acquisition, the
content of this Announcement and other matters described in this
Announcement, and will not be responsible to anyone other than TT
for providing the protections afforded to the clients of Numis or
for providing advice to any other person in relation to the
Acquisition, the content of this Announcement or any other matters
described in this Announcement.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
the securities referred to in this Announcement in any jurisdiction
in contravention of applicable law.
The Acquisition is being made solely through the Scheme Document
(unless TT elects, with the consent of the Panel, to implement the
Acquisition by way of Takeover Offer), which contains the full
terms and conditions of the Acquisition, including details of how
to vote at the Meetings in respect of the Acquisition. Any vote in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document. Stadium Shareholders
are advised to read the Scheme Document carefully.
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 any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Stadium Shares
with respect to the Scheme at the Court Meeting or the General
Meeting, or to execute and deliver forms of proxy appointing
another person to vote at the Court Meeting or the General Meeting
on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This Announcement has
been prepared for the purpose of complying with English law, the
rules of the London Stock Exchange, the AIM Rules 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 of the United
Kingdom.
Unless otherwise determined by TT or required by the Code, and
permitted by applicable law and regulation, the Offer will not be
made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction, and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send such documents in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect
of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to Stadium Shareholders in overseas
jurisdictions is contained in the Scheme Document.
Notice to US holders of Stadium Shares
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. 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 Acquisition 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, TT exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend
such Takeover Offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations. Financial information included in this Announcement
and the Scheme Document has been or will be 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.
It may be difficult for US holders of Stadium Shares to enforce
their rights and any claim arising out of the US federal securities
laws, since Stadium and TT are located in a non-US jurisdiction,
and some or all of their officers and directors may be residents of
a non-US jurisdiction. US holders of Stadium Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, TT or its nominees or brokers
(acting as agents) may from time to time make certain purchases of,
or arrangements to purchase, Stadium Shares outside the United
States, other than pursuant to the Acquisition, until the date on
which the Takeover Offer and/or Scheme becomes effective, lapses or
is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website.
Forward-looking statements
This Announcement may contain statements about TT and Stadium
which are, or may be deemed to be, "forward-looking statements" and
which are prospective in nature. All statements other than
statements of historical fact included in this Announcement may be
forward-looking statements. They are based on current expectations
and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "predicts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Forward-looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of TT's or
Stadium's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on TT's or Stadium's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the TT Group or
the Stadium Group to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. These factors include changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. For a
discussion of important factors which could cause actual results to
differ from forward-looking statements in relation to the TT Group
or the Stadium Group, refer to the results of the TT Group for the
financial year ended 31 December 2017 and of the Stadium Group for
the financial year ended 31 December 2017, respectively. Each of
the TT Group and the Stadium Group, and each of their respective
members, directors, officers, employees, advisers and persons
acting on their behalf, expressly disclaims any intention or
obligation to update or revise any forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except as required by
applicable law.
No member of the TT Group, nor the Stadium Group, nor any of
their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur.
Except as expressly provided in this Announcement, no
forward-looking or other statements have been reviewed by the
auditors of the TT Group or the Stadium Group. All subsequent oral
or written forward-looking statements attributable to any member of
the TT Group or Stadium Group, or any of their respective
associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement
above.
Publication on website and availability of hard copies
Pursuant to Rule 26 of the Code, a copy of this Announcement,
the Scheme Document and other documents in connection with the
Acquisition will, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, be available for
inspection on TT's website at http://www.ttelectronics.com and on
Stadium's website at
http://www.stadiumgroupplc.com/offer-for-stadium-group-plc from the
time the Scheme Document is published. The contents of the websites
referred to in this Announcement are not incorporated into, and do
not form part of, this Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement and/or any document or
information incorporated into the announcement by reference, free
of charge. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Acquisition should be sent by the party which publishes it
in hard copy form. For persons who receive a copy of this
Announcement in electronic form or via a website publication, a
hard copy of this Announcement will not be sent unless so
requested, by contacting N+1 Singer, One Bartholomew Lane, London
EC2N 2AX, or by telephone on 0207 496 3000 (from within the UK) or
+44 207 496 3000 (from outside the UK). If requested, copies will
be provided, free of charge, within two business days of the
request.
Disclosure requirements of the Code
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 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (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,
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 pm (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 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.
Information relating to Stadium Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Stadium Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Stadium may be provided to TT during the Offer
Period as required under Section 4 of Appendix 4 to the Code to
comply with Rule 2.11(c) of the Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
DOCSFEFMIFASEID
(END) Dow Jones Newswires
March 15, 2018 12:54 ET (16:54 GMT)
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