Electric Word PLC Court Sanction of Scheme of Arrangement (0676N)

TIDMELE

RNS Number : 0676N

Electric Word PLC

03 August 2017

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

3 August 2017

RECOMMED CASH ACQUISITION

of

Electric Word plc ("Electric Word")

by

Sport Business Acquisitions Limited ("Bidco")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Court Sanction of Scheme of Arrangement

The Boards of directors of Electric Word and Bidco are pleased to announce that the High Court of Justice in England and Wales has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in connection with the recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Electric Word.

Next Steps

Electric Word confirms that the Scheme Record Time for the Scheme will occur at 6.00 p.m. later today, 3 August 2017. Scheme Shareholders on Electric Word's register of members at the Scheme Record Time will, provided the Scheme becomes Effective, be entitled to be receive the Offer Price of 3.93 pence in cash for each Electric Word Share held. Any amounts payable to Electric Word Shareholders which include fractions of 1 pence will be rounded down to the nearest whole penny and such fractional entitlements will be disregarded.

It is anticipated that the Effective Date will be 4 August 2017, which is when the Scheme Court Order is expected to be delivered to the Registrar of Companies. There has been no change to the expected timetable of principal events for the Scheme set out on page 8 of the scheme document sent to Electric Word Shareholders on 5 July 2017 in relation to the Scheme (the "Scheme Document").

Trading in Electric Word Shares on the London Stock Exchange's AIM market will be suspended with effect from 7.30 a.m. (London time) on 4 August 2017. The cancellation of the admission to trading of Electric Word Shares on AIM has been applied for and, subject to the Scheme becoming Effective, is expected to take effect at 7.00 a.m. (London time) on 7 August 2017.

Further announcements will be made when the Scheme has become Effective and when the admission to trading of Electric Word shares have each been cancelled.

Rule 2.9

In accordance with Rule 2.9 of the Code, the Company confirms that it has issued 21,135,324 new ordinary shares pursuant to valid forms of instruction of exercise of options under the Company's share option schemes, of which options over 692,267 new ordinary shares were exercised at an exercise price of 1 pence per share and options over 20,443,057 new ordinary shares were exercised at an exercise price of 1.5 pence per share.

An application is being made for the 21,135,324 new ordinary shares to be admitted to trading on AIM. However, as Electric Word shares are due to be cancelled on Monday 7 August, the new ordinary shares will not be admitted. The new ordinary shares will rank pari passu with the existing shares of the Company. Following the issue of the new ordinary shares, the total issued share capital of Electric Word is now 429,861,111 ordinary shares all of which carry voting rights in the Company.

The above figure of 429,861,111 ordinary shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Electric Word under the Disclosure and Transparency Rules of the City Code on Takeovers and Mergers. The International Securities Identification Number ("ISIN") number of the ordinary shares is GB0003083622.

Other

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

 
Enquiries: 
Electric Word plc                                      [phone] 
Julian Turner, Chief Executive 
Panmure Gordon (Financial Adviser, Nominated Adviser 
 & Broker to Electric Word) 
 Karri Vuori 
 Andrew Potts 
 James Greenwood 
 Ryan McCarthy                                         [phone] 
Silva International / Bidco                            [phone] 
 
Roland Oakshett 
 Tony Pilch 
BDO LLP (Financial Adviser to Bidco)                   [phone] 
John Stephan 
 Susan Jarram 
 
 

Important Notices

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively as financial adviser to Electric Word and no one else in connection with the matters referred to in this announcement or the Acquisition and will not be responsible to anyone other than Electric Word for providing the protections afforded to clients of Panmure Gordon (UK) Limited nor for providing advice in relation to the matters referred to in this announcement or the Acquisition.

BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the matters referred to in this announcement or the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of BDO LLP nor for providing advice in relation to the matters referred to in this announcement or the Acquisition.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Electric Word Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Electric Word Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any Electric Word Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition is not being made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate 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 or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

This announcement has been prepared for the purposes of complying with English law, the AIM Rules for Companies 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 and regulations of any jurisdiction outside the United Kingdom.

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 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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

A copy of this announcement will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Electric Word's website at www.electricwordplc.com and on Silva International's website (on behalf of Bidco) at www.silvainternational.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of such websites is not incorporated into, and do not form part of, this announcement.

Any person who is required to be sent a copy of this announcement under the Code, and who has not received a hard copy of it, may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by submitting a request in writing to Computershare to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or by calling Computershare on [phone]. Calls are charged at the standard geographic rate and will vary by provider. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Save as otherwise referred to above, a hard copy of this announcement will not be sent unless requested. Any such person may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

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August 03, 2017 10:05 ET (14:05 GMT)