TIDMSDM
RNS Number : 3261K
Stadium Group PLC
09 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
9 april 2018
RECOMMED ACQUISITION
of
STADIUM GROUP PLC
("Stadium" or the "Company")
by
TT ELECTRONICS PLC
("TT")
Results of Court Meeting and General Meeting held on 9 April
2018
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 will acquire the entire issued
and to be issued share capital of Stadium (the "Acquisition") to be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme").
The Board of Stadium is pleased to announce that, at the Court
Meeting and the General Meeting convened in relation to the
proposed Scheme and held earlier today, all resolutions proposed,
details of which are set out in the notices of the Meetings
contained in the scheme document dated 15 March 2018 (the "Scheme
Document"), were passed by the requisite majorities and accordingly
the Scheme was approved.
A majority in number of the Scheme Shareholders who voted
(either in person or by proxy), representing not less than 75 per
cent. in value of the Scheme Shares held by Scheme Shareholders
approved the Scheme at the Court Meeting.
Stadium Shareholders voted to pass the special resolution in
connection with, amongst other things, the amendment of the
Company's articles of association and authorised the directors of
Stadium (or a duly authorised committee of the directors) to take
all such action as they may consider necessary or appropriate for
carrying the Scheme into effect, at the General Meeting.
A summary of the voting results is set out below.
Capitalised terms used but not otherwise defined in this
announcement (the "Announcement") have the meanings given to them
in the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy was
entitled to one vote per Scheme Share held at the Voting Record
Time.
Votes For Votes Against
For % Against %
------------------- ----------- ------ --------- --------
No. of Scheme
Shares voted 21,290,293 99.91 18,260 0.09
------------------- ----------- ------ --------- --------
No. of Scheme
Shareholders who
voted 110 93.22 8 6.78
------------------- ----------- ------ --------- --------
No. of Scheme
Shares voted as
a percentage of
the total number
of Scheme Shares N/A 55.77 N/A 0.05
------------------- ----------- ------ --------- --------
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Stadium Shareholder, present in person or by proxy,
was entitled to one vote per Stadium Share held at the Voting
Record Time.
Special No. For No. of Against Total Withheld
Resolution of Votes % Votes % No. (number)**
For Against of Votes
-------------------- ----------- ------ ---------- -------- ----------- ------------
Approval
of the amendment
to the Company's
articles
of association
and authorisation
of the directors
of Stadium
(or a duly
authorised
committee
of the directors)
to take
all such
action as
they may
consider
necessary
or appropriate
for carrying
the Scheme
into effect 17,938,186 93.88 1,170,115 6.12 19,108,301 1,648
-------------------- ----------- ------ ---------- -------- ----------- ------------
**A withheld vote is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned. Any proxy appointments which
gave discretion to the Chairman have been included in the vote
"For" total.
The total number of Stadium Shares in issue at the Voting Record
Time was 38,178,122.
Effective Date and Timetable
The Scheme remains subject to the satisfaction or (if capable of
waiver) waiver of the remaining Conditions set out in the Scheme
Document, including the Court's sanction of the Scheme at the Court
Hearing, which is expected to be held on 17 April 2018 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 remains as set out on page 9 of the
Scheme Document.
On the basis of the current timetable for the Scheme, the Scheme
is expected to become effective on 18 April 2018 (the "Effective
Date"). The last day of dealings in, and for registration of
transfers of, Stadium Shares will be 16 April 2018 with all
dealings in Stadium Shares being suspended at 7.30 a.m. on 17 April
2018. At 7.00 a.m. on 19 April 2018, the admission of Stadium
Shares to trading on AIM is expected to be cancelled.
It is intended that 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.
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.
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.
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUKSVRWAASRAR
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April 09, 2018 11:45 ET (15:45 GMT)
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