We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Essenden | LSE:ESS | London | Ordinary Share | GB00B64FXD65 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 80.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMESS TIDMTTM
RNS Number : 4435S
Essenden PLC
08 July 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
RECOMMENDED CASH OFFER
FOR
ESSENDEN PLC
BY
INDOOR BOWLING ACQUISITIONS LIMITED
(a wholly owned subsidiary of Indoor Bowling Equity Limited)
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT, UNDER PART 26 OF THE COMPANIES ACT 2006
POSTING OF SCHEME DOCUMENT BY ESSENDEN
Further to the announcement made on 26 June 2015 pursuant to Rule 2.7 of the Takeover Code regarding the terms of a recommended cash offer, to be made by IBA, for the entire issued and to be issued ordinary share capital of Essenden, to be effected by way of a Court-sanctioned scheme of arrangement between Essenden and its shareholders under Part 26 of the Companies Act 2006, the Independent Directors of Essenden are pleased to confirm that the Scheme Document will be posted to Essenden Shareholders later today. Capitalised terms used in this announcement have the same meaning as in the Scheme Document or in the Announcement, as the context requires.
In order for it to become effective, and, as described in the Scheme Document, in addition to requiring the sanction of the Court, the Scheme requires the approval of Voting Scheme Shareholders at the Court Meeting and the approval of Essenden Shareholders at the General Meeting. Notices convening the Court Meeting and the General Meeting to be held on 30 July 2015 at 10.00 a.m. and 10.15 a.m., respectively, at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, accompany the Scheme Document.
Subject to the approval of the Voting Scheme Shareholders at the Court Meeting and Essenden Shareholders at the General Meeting, the sanction of the Court and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective in August 2015.
The expected timetable of principal events for the implementation of the Offer is set out below.
If the Scheme becomes Effective, the Scheme Shares will be transferred to IBA and, under the terms of the Offer, the holders of Scheme Shares on the register of members at the Scheme Record Time will receive:
for each Scheme Share 80 pence in cash
Essenden Shareholders should be aware that if the Scheme becomes Effective, Essenden will become a wholly-owned subsidiary of IBA and trading in the Essenden Shares will be cancelled.
This announcement and the Scheme Document will be made available, by no later than 12 noon on 9 July 2015, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Essenden's website at http://www.essenden.com/investors/offer-for-essenden/.
You may request a hard copy of this announcement by contacting the Company Secretary of Essenden during business hours on 0208 879 3932 or by submitting a request in writing to the Company Secretary of Essenden at 3rd Floor, 2 & 4 St. Georges Road, Wimbledon, London SW19 4DP.
Amendment to the Rule 2.7 Announcement
The Independent Directors of Essenden would like to correct certain information set out in the Announcement of 26 June 2015 in relation to the resolution relating to the Management Performance Bonus. The Announcement stated that a resolution would be proposed at the General Meeting to approve the Management Performance Bonus to be paid to Nick Basing under Rule 21.1 of the Code and that for the purpose of Rule 16 of the Code, Cenkos considered the terms of the Management Performance Bonus to be fair and reasonable insofar as Essenden's independent shareholders are concerned.
The Independent Directors of Essenden would like to confirm that the resolution at the forthcoming General Meeting relating to the Management Performance Bonus will be proposed voluntarily by the Independent Directors of Essenden as a matter of good governance. No resolution is required under Rule 21.1 as IBA has consented to the proposed Management Performance Bonus and the proposed Management Performance Bonus does not fall under Rule 16.2, as it is not an arrangement with or made by IBA.
All shareholders other than Nick Basing himself are able to vote on the resolution in relation to the Management Performance Bonus.
The AIM Rule 13 related fair and reasonable statement will be unaffected and will be repeated in the Scheme Document.
Enquiries:
Essenden Plc
Rory Macnamara, Non-Executive Chairman Tel: +44 (0) 208 879 3932
Nick Basing, Chief Executive Officer
Indoor Bowling Acquisitions Limited
Christopher Mills, Director Tel: +44 (0) 207 640 3200
Jeremy Brade, Director
James Agnew, Director
Strand Hanson Limited
(Financial Adviser to IBA, IBE and Harwood Capital LLP)
Stuart Faulkner Tel: +44 (0) 207 409 3494
Matthew Chandler
James Dance
Cenkos Securities Plc
(Financial and Nominated Adviser and Broker to Essenden)
Nicholas Wells Tel: +44 (0) 207 397 8900
Max Hartley
Instinctif Partners
(Public Relations Adviser to Essenden)
Matthew Smallwood Tel: +44 (0) 207 457 2020
Expected timetable of principal events
All references in this announcement to times are to London time unless otherwise stated.
Event Time/date Latest time for lodging pink Forms of 10.00 a.m. on 28 July 2015 Proxy for the Court Meeting Latest time for lodging white Forms 10.15 a.m. on 28 July 2015 of Proxy for the General Meeting Voting Record Time for the Court Meeting 6.00 p.m. on 28 July 2015 and General Meeting Court Meeting 10.00 a.m. on 30 July 2015 General Meeting 10.15 a.m. on 30 July 2015 Scheme Court Hearing 6 August 2015 Last date for dealings in, registrations 6 August 2015 of transfers of and disablement in CREST of, Essenden Shares Scheme Record Time 5.00 p.m. on 6 August 2015 Effective Date 7 August 2015 De-listing of Essenden Shares 7.00 a.m. on the Business Day following the Effective Date Despatch of cheques and crediting of Within 14 days of the Effective CREST accounts for cash consideration Date due under the Scheme
1 The pink Form of Proxy for the Court Meeting may, alternatively, be handed to Capita Asset Services or the Chairman of the Court Meeting before the start of the Court Meeting. However it is requested that, if possible, pink Forms of Proxy be lodged at least 48 hours before the time appointed for the Court Meeting.
2 If either of the Meetings is adjourned, then the Voting Record Time for the relevant reconvened Meeting will be 6.00 p.m. on the date two days before the date set for the relevant reconvened meeting.
3 If the Court Meeting has not been concluded or adjourned prior to the scheduled commencement of the General Meeting, the commencement of the General Meeting will be delayed until the Court Meeting has been concluded or adjourned.
4 The latest date for despatch of consideration is 14 days after the Effective Date.
5 The above times and dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme and the date on which the Scheme Court Order is delivered to the Registrar of Companies. If there are any revisions to the timetable, the Independent Directors will make an appropriate announcement as soon as practicable.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAUGUCAMUPAGBM
1 Year Essenden Chart |
1 Month Essenden Chart |
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions