TIDMSDM TIDMTTG
RNS Number : 2235L
Stadium Group PLC
17 April 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR 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
17 APRIL 2018
RECOMMENDED ACQUISITION
of
STADIUM GROUP PLC
("Stadium" or the "Company")
by
TT ELECTRONICS PLC
("TT")
Court Sanction of the Scheme of Arrangement (the "Scheme")
On 15 February 2018, the boards of TT and Stadium announced that
they had reached agreement on the terms of a recommended
acquisition, pursuant to which TT would 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 (the
"Scheme").
A scheme document sent or otherwise made available to
shareholders of Stadium (the "Scheme Document"), containing further
information on the Scheme, was published on 15 March 2018. The
Scheme and its implementation were approved on 9 April 2018 at the
Court Meeting and the General Meeting.
The Board of Stadium is pleased to announce that, at a hearing
held earlier today, the Scheme was sanctioned by the Court.
The Scheme remains subject to the delivery to the Registrar of
Companies of the Court Order made at the Court Hearing to sanction
the Scheme. The Scheme is expected to become effective on 18 April
2018 (the "Effective Date") and a further announcement will be made
at that time.
The last day for dealings in, and for registrations of
transfers, of Stadium Shares was 16 April 2018, and trading in the
Stadium Shares on AIM has been suspended with effect from 7.30 a.m.
this morning.
It is expected that, subject to the Scheme becoming effective,
the cancellation of trading of the Stadium Shares on AIM will take
place at 7.00 a.m. on 19 April 2018.
By 7.00 a.m. on the business day following the Effective Date,
share certificates in respect of Stadium Shares will cease to be
valid and entitlements to Stadium Shares held within the CREST
system will be cancelled.
Capitalised terms in this announcement ("Announcement"), unless
otherwise defined, have the same meanings as set out in the Scheme
Document.
END
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.
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. 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.
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. 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 are contained in the Scheme Document.
Publication on website and availability of hard copies
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
will be available on the website of Stadium at
http://www.stadiumgroupplc.com/offer-for-stadium-group-plc/ by no
later than 12 noon (London time) on the business day following the
Announcement. For the avoidance of doubt, the content of this
website is not incorporated by reference into, and does 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, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCIRMATMBBBBLP
(END) Dow Jones Newswires
April 17, 2018 11:21 ET (15:21 GMT)
Stadium Group (LSE:SDM)
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