Indoor Bowling Acquisitions Limited Recommended Cash Offer for Essenden (3539R)

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Essenden	LSE:ESS	London	Ordinary Share	GB00B64FXD65	ORD 1P

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

Essenden (LSE:ESS)
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TIDMESS

RNS Number : 3539R

Indoor Bowling Acquisitions Limited

26 June 2015

For immediate release

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.

26 June 2015

RECOMMENDED CASH OFFER

FOR

ESSENDEN PLC

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

SUMMARY AND HIGHLIGHTS:

-- The board of directors of Indoor Bowling Acquisitions Limited ("IBA") and the Independent Directors of Essenden Plc ("Essenden" or the "Company") are pleased to announce that they have reached agreement on 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 (the "Offer") 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.

-- IBA is a wholly owned subsidiary of Indoor Bowling Equity Limited ("IBE"). Both IBE and IBA are private limited liability companies incorporated in England and Wales, formed at the direction of Harwood Capital LLP ("Harwood Capital") (on behalf of the Harwood Funds) and designated for use in connection with the Acquisition. Harwood Capital Management Group provides discretionary investment management and advisory services and, as at 31 December 2014, had total active funds under management of approximately GBP947 million and, including advisory clients, has total funds under management of approximately GBP1,273 million. Following implementation of the Proposals, IBE, IBA and the Essenden Group will be ultimately owned by the Harwood Funds.

-- The cash consideration payable by IBA under the terms of the Offer will be funded via a combination of equity and other financing, to be provided by the Harwood Funds to IBA, via IBE, and loan finance to be provided by The Royal Bank of Scotland Plc ("RBS").

-- Under the terms of the Offer, Voting Scheme Shareholders on the register of members at the Scheme Record Time will receive 80 pence in cash for each Scheme Share held, valuing the current issued ordinary share capital of Essenden at approximately GBP40.1 million.

   --       The Offer Price per Essenden Share represents:

(a) nil premium to the Closing Price of 80 pence per Essenden Share on 25 June 2015 (being the last Business Day prior to the date of this announcement);

(b) a premium of approximately 10.3 per cent. to the Closing Price of 72.5 pence per Essenden Share on 19 March 2015 (being the last Business Day prior to the date of the announcement regarding Harwood Capital's preliminary approach to Essenden); and

(c) a premium of approximately 18.9 per cent. over the VWAP per Essenden Share of 67.3 pence over the three month period ended on 19 March 2015 (being the last Business Day prior to the date of the announcement regarding Harwood Capital's preliminary approach to Essenden).

-- Implementation of the Scheme will be subject, inter alia, to the sanction of the Court and the approval of Voting Scheme Shareholders at the Court Meeting and Essenden Shareholders at the General Meeting. The Scheme Document, setting out full details of the Offer and the procedures to be followed by Essenden Shareholders to approve the Scheme, together with the Forms of Proxy, are expected to be despatched to Essenden Shareholders and, for information purposes only, to participants in the Essenden Share Incentive Scheme, on or around 8 July 2015 and in any event within 28 days from the date of this announcement, unless otherwise agreed with the Panel.

-- If the Scheme does not become Effective by the Termination Date, the Proposals will lapse except where the approval of Voting Scheme Shareholders at the Court Meeting and Essenden Shareholders at the General Meeting is obtained before this date, in which case the longstop date for the Proposals may be extended to such later date as IBA, in consultation with RBS, and the Independent Directors of Essenden may agree and, if appropriate, the Court may approve.

-- Mr Christopher Mills is a non-executive director of Essenden, a director of the Harwood Funds and a director and the sole shareholder of Harwood Capital Management Limited which is a designated corporate member and the controller of Harwood Capital (the investment manager and/or adviser of the Harwood Funds) and a director of both IBE and IBA. In addition, Mr Mills is a director and Chief Executive and Investment Manager of NASCIT, in which he has a personal shareholding of approximately 24.58 per cent. In view of Mr Mills' significant interest in Harwood Capital and the Harwood Funds, he is not considered to be independent for the purposes of the Offer. In addition, as Mr Nick Basing, Chief Executive Officer of Essenden, is entitled, subject to the approval of Essenden Shareholders, to receive a performance bonus in the event of completion of the Acquisition, Mr Basing is also not considered to be independent for the purposes of the Offer. Accordingly, only the Independent Directors have reviewed and considered the terms of the Offer. The Independent Directors, who have been so advised by Cenkos Securities plc ("Cenkos"), consider the terms of the Proposals to be fair and reasonable. In providing its advice to the Independent Directors, Cenkos has taken into account the commercial assessments of the Independent Directors.

-- Accordingly, the Independent Directors have unanimously agreed to recommend that Essenden Shareholders vote in favour of the resolutions relating to the Proposals at the Court Meeting and the General Meeting, as Nicholas Oppenheim, the only Independent Director who currently holds or controls Essenden Shares has irrevocably undertaken so to do in respect of his own beneficial shareholding (which he is able to control), amounting to 1,938,988 Essenden Shares (representing approximately 3.87 per cent. of the existing issued ordinary share capital of Essenden).

-- IBA has also received irrevocable undertakings and letters of intent to vote in favour of the Proposals from certain institutional and other Essenden Shareholders (who are listed in Appendix III to this announcement) in respect of, in aggregate, 6,020,000 and 11,269,707 Essenden Shares respectively, representing approximately 12.01 and 22.47 per cent. respectively of the existing issued ordinary share capital of Essenden.

-- IBA has therefore received irrevocable undertakings and letters of intent to vote in favour of the Proposals over, in aggregate, 19,228,695 Essenden Shares, representing approximately 38.35 per cent. of the existing issued ordinary share capital of Essenden as at the date of this announcement. Further details of these irrevocable undertakings and letters of intent are set out below and in Appendix III to this announcement, including the circumstances in which the irrevocable undertakings cease to be binding.

-- In addition, IBA has received irrevocable undertakings to vote in favour of the resolutions to be tabled at the General Meeting only (including the resolution relating to Mr Basing's performance bonus) from NASCIT and Harwood Capital (on behalf of the other Existing Harwood Investors) in respect of, in aggregate, 17,103,892 Essenden Shares representing approximately 34.11 per cent. of Essenden's existing issued ordinary share capital. IBA has further received an irrevocable undertaking to vote in favour of the resolutions to be tabled at the General Meeting only (excluding the resolution relating to his performance bonus) from Mr Basing in respect of 205,412 Essenden Shares, representing approximately 0.41 per cent. of Essenden's existing issued ordinary share capital.

-- At the date of this announcement, the Existing Harwood Investors beneficially own, in aggregate, 17,103,892 Essenden Shares representing approximately 34.11 per cent. of Essenden's existing issued ordinary share capital.

Commenting on the Offer on behalf of the Independent Directors, Rory Macnamara, non-executive Chairman of Essenden, said:

"IBA's offer provides Essenden Shareholders with a certain cash exit at a premium to the price at which the Company's shares traded prior to Harwood Capital's initial approach and is supported by the majority of the Company's significant shareholders. Accordingly, the Independent Directors unanimously recommend that Essenden Shareholders vote in favour of this cash offer."

Commenting on the Offer on behalf of IBA, Christopher Mills, IBA Director, said:

"We are delighted to announce this recommended cash offer for Essenden, one of the leading UK bowling operators. We believe that Essenden is an excellent company with strong operational management, but its current size, operating environment and specialist sector focus would fare better as a private company. Our Offer provides Essenden Shareholders with an opportunity to exit their investment in the Company, for cash, at an attractive premium to the market share price prior to our approach."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). Implementation of the Scheme will be subject to the Conditions set out in Appendix I to this announcement and the further terms and conditions to be set out in the Scheme Document. Appendix II contains the sources of information and bases of calculations used in this summary and in the following announcement. Appendix III contains details of the irrevocable undertakings and letters of intent received by IBA. Certain definitions apply throughout this announcement (including in this summary) and your attention is drawn to Appendix IV at the end of this announcement where these definitions are set out in full.

Enquiries:

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

Essenden Plc

   Rory Macnamara, Non-Executive Chairman          Tel: +44 (0) 208 879 3932

Nick Basing, Chief Executive Officer

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

The Proposals will be subject to the Conditions and to the further terms and conditions to be set out in the Scheme Document. The Proposals are being made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote in respect of the Proposals. Any vote in relation to the Proposals should be made only on the basis of the information contained in the Scheme Document. Essenden Shareholders are advised to read the Scheme Document carefully, once it has been despatched.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to IBE, IBA and Harwood Capital LLP and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than IBE, IBA and Harwood Capital LLP for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

Cenkos Securities Plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to Essenden and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Essenden for providing the protections afforded to clients of Cenkos Securities Plc or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

In accordance with Rule 30.2 of the Code you may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Cenkos during business hours on 020 7397 8900 or by submitting a request in writing to Cenkos at 6.7.8 Tokenhouse Yard, London EC2R 7AS. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Proposals should be in hard copy form.

THIS ANNOUNCEMENT IS MADE PURSUANT TO RULE 2.7 OF THE CODE AND 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 PURCHASE, SUBSCRIBE FOR OR SELL OR ISSUE ANY SECURITIES OR THE SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR, SELL, OR ISSUE ANY SECURITIES OR OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE SCHEME DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER. ANY VOTE IN RELATION TO THE SCHEME SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE SCHEME DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE SCHEME DOCUMENT CAREFULLY ONCE IT HAS BEEN DESPATCHED.

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves of, and observe, any such restrictions. Failure to comply with any such 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Proposals 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, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

Notice to US investors in Essenden: the Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under United Kingdom company law. 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 Offer 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, IBA exercises the right to implement the Offer by way of a takeover offer and determines to extend the offer into the United States, the Offer 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 have been 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. No US federal or state securities commission has: (a) approved, disapproved, endorsed or recommended the Offer; (b) passed upon the merits or fairness of the Offer; or (c) expressed a view on the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Scheme by US Essenden Shareholders as consideration for the transfer of their Essenden Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Essenden Shareholder (including US Shareholders) is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.

The availability of the Offer to Essenden Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

No steps have been taken, nor will any steps be taken, to extend the Offer into any Restricted Jurisdiction and no regulatory clearances in respect of the Offer have been, or will be, applied for in any other jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code, the Disclosure and Transparency Rules of the FCA, the AIM Rules, and the rules of the London Stock Exchange 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 the United Kingdom.

This announcement does not constitute a prospectus or prospectus equivalent document.

Cautionary Note Regarding Forward Looking Statements

This announcement, oral statements made regarding the Offer, and other information published by IBA and Essenden may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of Essenden and certain plans and objectives of the Essenden Board and the IBA Board with respect thereto. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Essenden Board and/or the IBA Board in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Essenden and IBA believe that the expectations reflected in such forward looking statements are reasonable, neither Essenden nor IBA, nor any of their respective associates or directors, officers 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. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), neither IBA nor Essenden is under any obligation, and IBA and Essenden expressly disclaim any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Essenden and IBA therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Essenden 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) Essenden 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 Essenden 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 one per cent. or more of any class of relevant securities of Essenden or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Essenden 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) Essenden 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 Essenden 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 Essenden and by any offeror and Dealing Disclosures must also be made by Essenden, 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 Takeover 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 Essenden Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Essenden Shareholders, persons with information rights and other relevant persons for the receipt of communications from Essenden may be provided to IBA during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Essenden confirms that, as at the date of this announcement, it has 50,145,040 ordinary shares of 1 penny each in issue and admitted to trading on AIM under the ISIN reference GB00B64FXD65.

Publication on Website

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the website of Essenden at http://www.essenden.com/investors/offer-for-essenden/ by no later than 12 noon (London time) on 29 June 2015. For the avoidance of doubt, the content of this website is not incorporated by reference and does not form part of this announcement.

26 June 2015

RECOMMENDED CASH OFFER

FOR

ESSENDEN PLC

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

   1      Introduction

The board of directors of IBA and the Independent Directors of Essenden are pleased to announce that they have reached agreement on 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. The Offer Price of 80 pence per Essenden Share values the existing issued ordinary share capital of Essenden at approximately GBP40.1 million.

The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006. The Scheme requires the approval of Voting Scheme Shareholders at a meeting convened by the Court and the subsequent sanction of the Court and the approval of Essenden Shareholders at a General Meeting. It is currently expected that the Scheme Document will be published on or around 8 July 2015; the Court Meeting and the General Meeting will be held on or around 30 July 2015; and the Scheme will become effective on or around 7 August 2015.

IBA is a wholly owned subsidiary of IBE. Both IBE and IBA are private limited liability companies incorporated in England and Wales. They were formed at the direction of Harwood Capital (on behalf of the Harwood Funds) and designated for use in connection with the Acquisition. Harwood Capital, the Existing Harwood Investors and the Harwood Funds are deemed to be acting in concert with IBA for the purposes of the Code. Following implementation of the Proposals, IBA will be ultimately owned by the Harwood Funds. Further information on IBE, IBA, Harwood Capital and the Harwood Funds is set out in section 8 below.

Mr Christopher Mills is a non-executive director of Essenden, a director of the Harwood Funds and is a director and the sole shareholder of Harwood Capital Management which is a designated corporate member and the controller of Harwood Capital (the investment manager and/or adviser of the Harwood Funds) and a director of both IBE and IBA. In addition, Mr Mills is a director and Chief Executive and Investment Manager of NASCIT, in which he has a personal shareholding of approximately 24.58 per cent. In view of Mr Mills' significant interest in Harwood Capital, the Existing Harwood Investors and the Harwood Funds, he is not considered to be independent for the purposes of the Offer. In addition, as Mr Nick Basing, Chief Executive Officer of Essenden, is entitled, subject to the approval of Essenden Shareholders, to receive a performance bonus in the event of completion of the Acquisition, Mr Basing is also not considered to be independent for the purposes of the Offer. Accordingly, only the Independent Directors have reviewed and considered the terms of the Offer.

   2     The Proposals

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Essenden and the holders of Scheme Shares pursuant to Part 26 of the Companies Act 2006. The Scheme will be subject to the Conditions set out below and in Appendix I to this announcement and the full terms and conditions to be set out in the Scheme Document.

If the Scheme becomes Effective, the Scheme Shares will be transferred to IBA and, under the terms of the Offer, Essenden Shareholders on the register of members at the Scheme Record Time will receive:

   for each Scheme Share                       80 pence in cash

The Offer values Essenden's existing issued ordinary share capital at approximately GBP40.1 million and the Offer Price represents:

(a) a nil premium to the Closing Price of 80 pence per Essenden Share on 25 June 2015 (being the last Business Day prior to the date of this announcement);

   3     Reasons for the Proposals and future plans for Essenden

IBA is confident in the overall prospects for Essenden's operating businesses and the leisure sector, but believes that, in order to maximise its future potential, the Company will be better suited to a private company environment. IBA intends to support and assist management in growing the business further (both organically and via potential acquisitions) and building upon the successful turnaround plan implemented, over the course of recent years, following the appointment of Nick Basing as Chief Executive Officer of Essenden in August 2009.

IBA will also seek to continue to grow the Essenden Group's like for like revenues and improve margins by maintaining a tight control of costs and eliminating the regulatory burden, constraints and numerous expenses associated with maintaining a UK public listing, thereby enhancing value for its investors in the longer term.

   4      Background to and reasons for the recommendation of the Proposals

On 20 March 2015, Essenden announced that it had received a preliminary approach from Harwood Capital. Following a period of due diligence, IBA is now making an all cash Offer of 80 pence per Essenden Share.

Since the onset of the turnaround strategy, commenced in October 2009 by a new Essenden management team, led by Nick Basing, there has been a significant improvement in the Essenden Group's all round performance. This has been achieved against a backdrop of difficult economic conditions, particularly during the early stages. Under this management team, a radical restructuring of the Essenden Group's cost base and a creditors' voluntary arrangement process with the owners of 5 sites were successfully implemented. These actions, together with significant changes in revenue management, marketing, staff incentive plans and other factors, have resulted in like-for-like sales growth over each of the past three financial years and an increase in average site EBITDA of 87 per cent. between 2011 and 2014.

Following the loan note restructuring in May 2014, the business has benefited, and continues to benefit, from a simpler and more efficient capital structure with strong operational cash generation enabling important capital investment into the Essenden Group's estate. Illustrating the financial turnaround, at the end of 2014, the Essenden Group's net debt position was GBP4.5 million (GBP2.3 million net cash, excluding finance leases from the Essenden Group's new machines contract) compared to GBP20.9 million at the end of 2009 (including loan notes).

The management team has returned the existing estate to growth and in 2014 expanded the Essenden Group's estate through the acquisition of a site in Doncaster. However, recent consolidation in the sector has resulted in less clarity, in the Essenden Board's view, regarding routes for future expansion for the Company.

The Essenden Board has also recognised that a shift in the Essenden Group's risk profile or an extended strategic time horizon may be unattractive to the Company's numerous smaller shareholders. As an AIM quoted company, Essenden also carries the administrative and regulatory costs of maintaining its listing, which are relatively high when compared to its current size and profitability.

In light of the foregoing and other factors, the Independent Directors have concluded that the Offer Price of 80 pence in cash for each Essenden Share represents both a fair price for the Essenden Group and a welcome and certain opportunity for Essenden Shareholders to exit their investment in full and in cash.

The Offer Price of 80 pence in cash represents a 10.3 per cent. premium to the price of 72.5 pence per Essenden Share at the close of business on 19 March 2015 (being the last Business Day prior to the date of the announcement regarding Harwood Capital's preliminary approach to Essenden). The Independent Directors note that there can be no guarantee that Essenden Shareholders would otherwise be able to realise their holding of Essenden Shares at a price of 80 pence per Essenden Share or higher in the short to medium term.

Taking these factors into account, the Independent Directors unanimously recommend that Essenden Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting.

   5      Recommendation

The Independent Directors, who have been so advised by Cenkos, consider the terms of the Proposals to be fair and reasonable. In providing its advice to the Independent Directors, Cenkos has taken into account the commercial assessments of the Independent Directors. For the purpose of Rule 16 of the Code, Cenkos also considers the terms of the management performance bonus, detailed in section 14 below, to be fair and reasonable.

Accordingly, the Independent Directors have unanimously agreed to recommend that Voting Scheme Shareholders vote in favour of the resolution to be proposed at the Court Meeting and that Essenden Shareholders vote in favour of the resolution relating to the Proposals to be proposed at the General Meeting, as Nicholas Oppenheim, the only Independent Director who currently holds Essenden Shares, has irrevocably undertaken so to do in respect of his own beneficial shareholding (which he is able to control), amounting, in aggregate, to 1,938,988 Essenden Shares (representing approximately 3.87 per cent. of the existing issued ordinary share capital of Essenden).

Nick Basing is not entitled to vote at the Court Meeting or on the resolution concerning his performance bonus at the General Meeting, but has irrevocably undertaken to vote in favour of the other resolutions to be proposed at the General Meeting in respect of his own beneficial shareholding, amounting, in aggregate, to 205,412 Essenden Shares (representing approximately 0.41 per cent. of the existing issued ordinary share capital of Essenden).

The Scheme Document, which it is currently expected will be posted to Essenden Shareholders on or around 8 July 2015, will contain, inter alia, details of the Scheme and notices of the Meetings.

   6      Irrevocable undertakings and letters of intent

IBA has received irrevocable undertakings and letters of intent to vote (or procure the vote) in favour of the resolutions required to effect the Proposals at the Meetings (or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept, or procure the acceptance of such offer) from certain institutional and other Essenden Shareholders (who are listed in Appendix III to this announcement), in respect of, in aggregate, 6,020,000 and 11,269,707 Essenden Shares respectively, representing approximately 12.01 per cent. and 22.47 per cent. respectively of the existing issued ordinary share capital of Essenden. These irrevocable undertakings are binding in all respects subject only to the Offer being announced by IBA and the relevant offer documentation being sent to Essenden Shareholders within specified time periods. The irrevocable undertakings apply whether the Offer is made by way of a Scheme or a Takeover Offer, but will lapse and cease to have effect if within seven days after posting of the Scheme Document or an offer document, a third party announces a firm intention to make an offer (whether recommended or not) for Essenden on terms which represent an improvement of not less than 15 per cent. to the Offer Price per Essenden Share and IBA does not increase the consideration offered under the Scheme to a higher amount within seven days of the date of the third party's announcement or the Scheme otherwise lapses or is withdrawn.

Nicholas Oppenheim, the only Independent Director who beneficially holds or controls Essenden Shares as at the date of this announcement has also irrevocably undertaken to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept, or procure the acceptance of such an offer) in respect of his entire beneficial shareholding (which he is able to control) in the share capital of Essenden, amounting to 1,938,988 Essenden Shares, representing approximately 3.87 per cent. of the existing issued ordinary share capital of Essenden. This undertaking will remain binding even in the event that a third party makes a competing offer for Essenden and will cease to be binding only if the Scheme Document is not posted to Essenden Shareholders by 28 July 2015 or the Offer lapses or is otherwise withdrawn. IBA has therefore received irrevocable undertakings and letters of intent to vote in favour of the Proposals over, in aggregate, 7,958,988 and 11,269,707 Essenden Shares respectively, representing approximately 15.87 per cent. and 22.47 per cent. respectively of the existing issued ordinary share capital of Essenden as at the date of this announcement.

In addition, IBA has received irrevocable undertakings to vote in favour of the resolutions to be proposed at the General Meeting only (including the resolution relating to Mr Basing's performance bonus) from NASCIT and Harwood Capital (on behalf of the other Existing Harwood Investors) in respect of, in aggregate, 17,103,892 Essenden Shares representing approximately 34.11 per cent. of Essenden's existing issued ordinary share capital. IBA has further received an irrevocable undertaking to vote in favour of the resolutions to be tabled at the General Meeting only (excluding the resolution relating to his performance bonus) from Mr Basing in respect of 205,412 Essenden Shares, representing approximately 0.41 per cent. of Essenden's existing issued ordinary share capital.

No shareholder who has entered into an irrevocable undertaking or a letter of intent with IBA is acting in concert with IBA save for NASCIT and Harwood Capital (on behalf of the other Existing Harwood Investors).

Further details of these irrevocable undertakings and the letters of intent received by IBA (including the circumstances in which the irrevocable undertakings will cease to remain binding) are set out in Appendix III to this announcement.

A copy of the irrevocable undertakings and the letters of intent will be put on display on Essenden's website (http://www.essenden.com/investors/offer-for-essenden/) from 12 noon on 29 June 2015 until the Effective Date or, if applicable, the date on which the Proposals lapse.

   7      Information relating to the Essenden Group

Incorporated on 5 March 2009 and admitted to trading on AIM in May 2009, Essenden is the holding company of Tenpin Limited, which is a leading operator of bowling and family entertainment centres, operating from 30 locations around the United Kingdom. Its centres aim to provide an excellent bowling experience and an array of amusements and machines alongside bar and restaurant services.

In its latest financial year, being the 52 week period to 28 December 2014, the Essenden Group achieved total revenue of GBP46.82 million (2013: GBP45.65 million) and a loss before taxation of GBP3.85 million (2013: profit of GBP3.58 million). Adjusted profit before tax (pre loan note conversion costs) was GBP5.40 million (2013: GBP3.58 million). As at 28 December 2014, total assets were GBP48.51 million (2013: GBP46.69 million) with net assets of GBP32.93 million (2013: GBP15.28 million) and net debt of GBP4.54 million (2013: GBP15.98 million).

The total number of Essenden Shares in issue as at the date of this announcement is 50,145,040 and there are approximately 960 registered shareholders. The market capitalisation of Essenden, based on the mid-market price of a Essenden Share of 80 pence as at the close of business on 25 June 2015 (being the last Business Day prior to this announcement) was approximately GBP40.1 million.

Current trading and prospects

For the 52 week period to 28 December 2014, the Essenden Group reported revenue of GBP46.8 million, EBITDA of GBP5.7 million and an adjusted profit before tax of GBP3.2 million. Furthermore, the Chief Executive's Report in the Company's annual report and financial statements included the following outlook statement: "The new financial year has commenced with like for like sales growth of 4.2 per cent. in the 10 weeks to 8 March 2015 against strong comparators. Our unrelenting focus has always been to create value for shareholders, deliver outstanding experience for customers and support our remarkable workforce. In 2015 we will strive to continue to deliver for them."

The Essenden Group continues to trade in-line with the Essenden Directors' expectations.

Further financial and other information on the Essenden Group will be set out in the Scheme Document.

   8      Information relating to IBA, IBE, Harwood Capital and the Harwood Funds 
   8.1   IBA and IBE

IBA is a private company incorporated in England and Wales with limited liability on 28 November 2014 under the registration number 9332958 and is a wholly owned subsidiary of IBE. IBE is a private company incorporated in England and Wales with limited liability on 29 May 2015 under the registration number 9614648. Both IBA and IBE have been established by Harwood Capital on behalf of the Harwood Funds and designated for use in connection with the Acquisition.

The current issued share capital of IBE comprises 1 IBE Share, which is held by TPE III. IBA and IBE are to be funded for the purposes of the Offer by the Facilities Agreement and the Subscription Agreement the details of which are set out in sections 9 and 10 below.

Neither IBA nor IBE has any operations and have not traded since their respective dates of incorporation, have paid no dividends and have not entered into any obligations other than in connection with the Proposals and the financing of the Proposals. The directors of IBA and IBE are Mr Christopher Mills, Mr Jeremy Brade and Mr James Agnew, all being appointees of Harwood Capital. The sole subsidiary of IBE is IBA and IBA does not currently have any subsidiaries or subsidiary undertakings. Further information concerning IBA and IBE will be set out in the Scheme Document.

Following implementation of the Proposals, IBA will be ultimately owned by the Harwood Funds.

   8.2   Harwood Capital

Harwood Capital is a UK limited liability partnership authorised to conduct investment business by the FCA since 23 September 2003. Its principal activity is the provision of discretionary investment management and advisory services. The funds it manages and/or advises typically take an active interest in the running of the companies that they invest in with the aim of adding significant value by changing or improving various aspects of the investee company's business. As at 31 December 2014, the Harwood Capital Management Group had approximately GBP947 million in funds under management and, including advisory clients, funds under management of approximately GBP1,273 million.

   8.3   Harwood Funds

The Existing Harwood Investors currently hold, in aggregate, 17,103,892 Essenden Shares, representing approximately 34.11 per cent. of the existing issued share capital of Essenden, as set out below:

 
 Shareholder                                                                        Essenden Shares held 
-------------------------------------------------------------------------------   ----------------------- 
                                                                                          Number        % 
              North Atlantic Smaller Companies Investment Trust Plc ("NASCIT")        12,883,934    25.69 
 Oryx International Growth Fund Limited ("Oryx")                                       3,728,000     7.43 
 Other discretionary private clients ("Discretionary Private Clients")                   491,958     0.98 
 Total                                                                                17,103,892    34.11 
                                                                                  --------------  -------

Brief descriptions of the specific Harwood Funds that are investing in IBE are set out below:

North Atlantic Smaller Companies Investment Trust Plc

NASCIT is a UK investment trust listed on the main market of the London Stock Exchange and a member of the Association of Investment Companies. Its objective is to provide capital appreciation through investment in a portfolio of smaller companies principally based in countries bordering the North Atlantic Ocean. It invests in both listed and unlisted companies. Since 1984, Mr Mills has been a director and investment manager of NASCIT and is currently its Chief Executive. He is its largest shareholder being interested in approximately 24.58 per cent. of its issued ordinary share capital. Until August 2014, the joint managers of NASCIT were Mr Mills (through Growth Financial Services Limited of which he is a director) and Harwood Capital. Following the implementation of the Alternative Investment Fund Managers Directive in July 2014, NASCIT became a small registered Alternative Investment Fund Manager with effect from 26 August 2014, such that it now deals with investment decisions internally. Mr Mills, as Chief Executive, has control of investment decisions in relation to NASCIT's investment portfolio subject to oversight by the board of NASCIT.

Oryx International Growth Fund Limited

Oryx is a closed-ended investment company incorporated in Guernsey and listed on the main market of the London Stock Exchange. It invests in small and mid-size quoted companies in the United Kingdom and the United States. Mr Mills is a director and investment manager of Oryx, and Harwood Capital is Oryx's manager and investment adviser. As at the date of this announcement, Mr Mills (2.04 per cent.) and NASCIT (44.06 per cent.) were interested, in aggregate, in 46.10 per cent. of the issued ordinary share capital of Oryx.

Trident Private Equity Fund III L.P.

TPE III is an English limited partnership incorporated on 12 November 2008 under registration number LP013270. The fund's commencement date was 1 July 2009 and, further to its final closing on 30 June 2010, it had total committed capital of GBP78.0 million, all of which has been paid up. Harwood Capital is the Investment Manager and the fund's objective is to generate high absolute returns from investing in a portfolio of unquoted small and medium sized companies across a range of sectors principally in the United Kingdom. It focuses on leveraged buyouts and similar transactions including public-to-private investments. NASCIT committed GBP25.0 million to the fund representing approximately 32.05 per cent. of the total commitments.

Harwood Private Equity IV L.P.

HPE IV is an English limited partnership incorporated on 9 October 2014 under registration number LP016260. The fund's commencement date was 12 June 2015 and it has total committed capital of GBP152.5 million. Harwood Capital is the Investment Manager and the fund's objective is to generate high absolute returns from investing in a portfolio of unquoted small and medium sized companies across a range of sectors principally in the United Kingdom. It focuses on leveraged buyouts and similar transactions including public-to-private investments. NASCIT has committed GBP40.0 million to the fund representing approximately 26.23 per cent. of the total commitments.

Discretionary Private Clients

Harwood Capital is the discretionary manager of two private client accounts, which currently have assets of approximately GBP6.0 million and GBP21.2 million respectively.

Further information concerning Harwood Capital and the Harwood Funds that are investing in IBE will be set out in the Scheme Document.

   9      Financing of the Proposals

Strand Hanson, financial adviser to IBE and IBA, is satisfied that sufficient financial resources are available to IBA to enable it to implement the Offer in full. Assuming that the Cash Consideration is payable to all holders of Essenden Shares and that the entitlements of the two participants in the Essenden Share Incentive Scheme are satisfied by cash payments from Essenden, full implementation of the Offer would require a maximum cash payment of approximately GBP40.1 million by IBA.

The Cash Consideration payable under the terms of the Proposals will be funded by:

(i) IBA's cash resources, made available from IBE, pursuant to an intragroup loan agreement, following subscriptions for IBE Shares and IBE PIK Loan Notes by the Harwood Funds pursuant to the Subscription Agreement details of which are set out in section 10 below; and

(ii) GBP9 million available for drawdown from a senior sterling term and revolving facilities agreement (the "Facilities Agreement") in the principal aggregate amount of up to GBP14.0 million which IBE and IBA have entered into with RBS.

The Facilities Agreement is comprised of a fully amortising senior term loan facility of up to GBP7 million ("Facility A") and a two instalment repayment senior term loan facility of up to GBP3.0 million ("Facility B") and a revolving credit facility of up to GBP4.0 million.

Facility A shall be available for drawdown, subject to the satisfaction of certain customary conditions precedent, by IBA for a period of up to 120 days from the date of signing the Facilities Agreement for funds drawn to finance GBP6.0 million of the Cash Consideration payable in respect of the Proposals and to refinance the existing GBP1.0 million Essenden capex loan, unless the Offer is withdrawn prior to that time.

Facility B shall be available for drawdown, subject to the satisfaction of certain customary conditions precedent, by IBA for a period of up to 120 days from the date of signing the Facilities Agreement to finance GBP3.0 million of the Cash Consideration payable in respect of the Proposals, unless the Offer is withdrawn prior to that time.

Under the Facilities Agreement, IBA has agreed, inter alia, that:

(i) except as required by the Code, the Panel or the Court, it will not waive or amend any Condition set out in this announcement where such amendment or waiver would be reasonably likely to be prejudicial or adverse to the interests of the finance parties under the Facilities Agreement; and

(ii) if IBA elects, with the consent of RBS, to acquire the Essenden Shares by way of a Takeover Offer, it will not declare the Takeover Offer unconditional as to acceptances until it has received valid acceptances in respect of over 90 per cent. in number of the ordinary shares in Essenden to which such offer relates.

   10    Subscription Agreement

Pursuant to the Subscription Agreement, NASCIT and Harwood Capital have agreed, inter alia, on behalf of the relevant Harwood Funds, that they will subscribe for, in aggregate, 874,999 IBE Shares at a price of GBP1.00 per IBE Share and GBP31,000,000 for GBP31,000,000 nominal amount IBE PIK Loan Notes so as to provide IBA (via an intragroup loan facility) with the amount required, alongside the abovementioned senior facilities from RBS, to satisfy the aggregate Cash Consideration payable in accordance with the Scheme. The obligation to subscribe for IBE Shares and IBE PIK Loan Notes is conditional upon the Scheme becoming Effective. The subscription monies shall be made available no later than seven days after the date on which the Scheme becomes Effective. NASCIT, as holder of 12,883,934 Essenden Shares will be entitled to receive a greater amount for its shareholding under the Scheme than the amount it has agreed to directly subscribe for IBE Shares and IBE PIK Loan Notes under the Subscription Agreement. The Subscription Agreement therefore contains provisions under which NASCIT will satisfy its obligation to pay subscription monies to IBE by releasing IBA from the obligation to pay an equivalent amount to NASCIT when the Scheme has become Effective.

The IBE PIK Loan Notes have been constituted by the IBE PIK Loan Note Instrument. The notes are unsecured and carry a coupon of 10 per cent. per annum which will be satisfied by the issue of additional notes having a nominal value equivalent to the amount of interest payable.

   11    Essenden Share Incentive Scheme

The Essenden Share Incentive Scheme allowed participants to subscribe for redeemable shares of GBP1 each in Essenden's wholly owned subsidiary, Georgica Limited. The only remaining participants in the Essenden Share Incentive Scheme are Nick Basing and Richard Darwin (the former finance director of the Company) (together the "Executives"), who hold 100 and 34 redeemable shares respectively. All other participants redeemed their redeemable shares in 2014.

The rights attached to the redeemable shares entitle the Executives to redeem the redeemable shares at any time up to 17 October 2016 for cash equal to 1/1,000 per redeemable share of the redemption value (as described below). The redemption value is calculated by reference to the share price performance of Essenden. The opening price for the share price incentive was 38.8 pence being the average price for the 30 days after the announcement of the appointment of Nick Basing as Chief Executive Officer. This opening price has an annual growth hurdle of 12 per cent. per annum applied to it. The earliest that the incentive could be redeemed was 3 years from the commencement date of 16 October 2009 (except in certain specified circumstances such as on a takeover of Essenden) and it falls away if it has not been earned by 7 years from the commencement date. The total value of the incentive that could be paid and converted into Essenden Shares to the two participants is 13.4 per cent. of the gain in Essenden's share price (after the opening price is adjusted for the annual hurdle of 12 per cent.) multiplied by the number of shares in existence at the exercise date. The arrangement takes account of additional shares issued by applying an opening price (also adjusted for the annual hurdle of 12 per cent.) for these additional shares which is the share price on the date of issuance. The shares issued associated with Essenden's loan note conversion in 2014 had an opening price of 70.5 pence being the average share price for the 5 days after the share issue.

In addition to the provisions attaching to the redeemable shares, the following put and call options were entered into as part of the Essenden Share Incentive Scheme:

i) the Executives each granted Essenden a call option, enabling Essenden to call for the Executive to transfer his redeemable shares to Essenden in return for the issue or transfer of ordinary shares in Essenden at an issue price equal to that used for calculating the closing value (in this case, 80 pence per share, being the Offer Price), or a cash payment from Essenden (instead of the redeemable shares being redeemed by Georgica Limited for cash); and

ii) Essenden granted to each of the Executives a put option, enabling the Executive to require Essenden to purchase his redeemable shares in return for the issue or transfer of ordinary shares in Essenden, but not a cash payment from Essenden (instead of the redeemable shares being redeemed by Essenden for cash).

Both options lapse once the Essenden Incentive Scheme shares are redeemed.

The right to redeem Richard Darwin's redeemable shares was triggered when he left the employment of Essenden on 24 April 2015 with their redemption value calculated by reference to the average Essenden share price over 60 dealing days from that date. It is expected that his redeemable shares will be acquired by Essenden pursuant to the call option for an estimated cash payment by Essenden of approximately GBP30,000 prior to the Scheme becoming Effective.

The redemption of Nick Basing's redeemable shares will be triggered by the Scheme becoming Effective. On the basis that the Scheme becomes Effective on 7 August 2015, Nick Basing would be entitled to a cash payment of GBP79,808 or an issue of 99,760 new Essenden Shares. It is expected that his redeemable shares will be acquired by Essenden for cash immediately following the Scheme becoming Effective pursuant to the abovementioned call option.

Save for the redeemable shares held by the two participants in the Essenden Share Incentive Scheme, there are currently no options, warrants or any other rights over Essenden Shares outstanding under any incentivisation scheme run by the Essenden Group or otherwise and, therefore, no proposals regarding the effect of the Offer need to made to participants in any such scheme or otherwise.

   12    Structure and implementation of the Proposals

Process

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Essenden and the holders of Scheme Shares under Part 26 of the Companies Act 2006, the provisions of which will be set out in full in the Scheme Document. The purpose of the Scheme is to provide for IBA to become the owner of the entire issued ordinary share capital of Essenden in issue when the Scheme becomes Effective. This is to be achieved by the transfer of the Scheme Shares to IBA. In consideration for this transfer, the holders of Scheme Shares will receive the Cash Consideration on the basis set out in section 2 above.

The implementation of the Proposals will be subject to the satisfaction or waiver of each of the Conditions and the further terms and conditions to be set out in the Scheme Document. In particular, the Scheme will require the approval of Voting Scheme Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number of those Voting Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting representing 75 per cent. or more in value of all Scheme Shares voted. The Existing Harwood Investors and Nick Basing are not Voting Scheme Shareholders but will provide Letters of Confirmation to confirm that they approve and agree to be bound by the Scheme in order to avoid the need for separate meetings to be held to obtain their approval. Implementation of the Proposals will also require the passing of resolutions to deal with certain ancillary matters which will require the approval of Essenden Shareholders at the General Meeting.

Following the Meetings, the Scheme will become Effective following sanction by the Court and delivery of the Scheme Court Order to the Registrar of Companies. Any Essenden Shareholder is entitled to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.

Upon the Scheme becoming Effective, it will be binding on all holders of Scheme Shares, irrespective of whether or not, being entitled to do so, they attended or voted at the Court Meeting and/or the General Meeting and share certificates in respect of Essenden Shares will cease to be valid and entitlements to Essenden Shares held within the CREST system will be cancelled.

The Scheme will contain a provision for IBA to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose.

As part of the implementation of the Proposals, it is anticipated that application will be made to the London Stock Exchange for the cancellation of the admission to trading on AIM of the Essenden Shares on the first Business Day after the Scheme becomes Effective and that Essenden will be re-registered as a private limited company, as detailed in section 15 below.

Anticipated timetable

Essenden currently anticipates that:

(a) it will despatch the Scheme Document, together with the Forms of Proxy, to Essenden Shareholders and, for information only, to the holders of Essenden Redeemable Shares granted under the Essenden Share Incentive Scheme on or around 8 July 2015, but in any event within the next 28 days (or such later date as may be agreed with the Panel);

   (b)   the Court Meeting and General Meeting will take place on or around 30 July 2015; and

(c) subject to the Scheme becoming unconditional and Effective in accordance with its terms, the Proposals are expected to become Effective on or around 7 August 2015, with the consideration being payable to Essenden Shareholders under the Proposals no later than 14 days after the Effective Date.

The timing of events which relate to the implementation of the Proposals is, however, subject to the approval of the Court and is therefore subject to change. A full anticipated timetable will be set out in the Scheme Document.

If the Proposals do not become effective by the Termination Date, the Proposals will lapse except where the approval of Voting Scheme Shareholders at the Court Meeting and Essenden Shareholders at the General Meeting is obtained before this date, in which case the longstop date for the Proposals may be extended to such later date as IBA and Essenden may agree and, if appropriate, the Court may approve.

   13    Essenden's Directors, management, employees and locations

IBA has given assurances to the Essenden Board that, on the Scheme becoming Effective, the existing terms and conditions of continued employment and employment rights, including pension obligations, of the management and employees of Essenden and its subsidiaries will be fully safeguarded. It is anticipated that following the Scheme becoming Effective, Nick Basing will be invited to join the board of IBA as executive chairman on his current terms and conditions. There are no other agreements or arrangements between IBA and management or employees of Essenden in relation to their ongoing involvement in the business and the Offer is not conditional on reaching agreement with such persons. The independent non-executive Essenden Directors, being Rory Macnamara and Nicholas Oppenheim, have agreed to resign with effect from the Effective Date. They will each receive remuneration in line with the termination provisions of their letters of appointment by way of compensation. IBA does not have any plans to make any other material change in the terms and conditions of employment of the management and employees of the Essenden Group.

Further, IBA has not sought to create a new strategic plan for the Essenden Group and instead intends to support Essenden's management in continuing to develop and execute management's existing medium term growth strategy for the Essenden Group. IBA has no plans to change the principal locations of the Essenden Group's existing places of business nor does IBA currently intend to redeploy the fixed assets of Essenden to an extent that would have a material impact on the business of Essenden. Accordingly, the Essenden Directors believe that the prospects for the employees of Essenden will not be adversely affected by the implementation of the Scheme.

Neither Harwood Capital nor IBE nor IBA have entered into, and are not in discussions on proposals to enter into, any form of incentivisation arrangements with members of Essenden's management.

   14    Management performance bonus

In view of the limited value which has accrued in the Essenden Share Incentive Scheme, Essenden has agreed, subject to shareholder approval and to completion of the Acquisition (or any higher competing offer), to pay a performance bonus to Nick Basing of approximately GBP1.66 million. The final amount of the bonus will be determined once the final value of the Essenden Share Incentive Scheme redeemable shares has been determined on the basis that the aggregate gross cost to Essenden of both the performance bonus (including associated employer's National Insurance Contributions ("NICs")) and all receipts by all participants related to the Essenden incentive scheme may not exceed GBP2 million. The performance bonus will be subject to normal income tax and NICs on receipt by Mr Basing.

At the Offer Price and assuming the Scheme becomes Effective on 7 August 2015, Mr Basing's entitlement under the Essenden Share Incentive Scheme is expected to be GBP79,808.

IBA has consented to this proposed performance bonus payment. As required by Rule 21.1 of the Code, a resolution will be proposed at the General Meeting to approve this payment. Nick Basing will not be entitled to vote on this resolution. For the purpose of Rule 16 of the Code, Cenkos considers the terms of the performance bonus payment to Nick Basing to be fair and reasonable insofar as Essenden's independent shareholders are concerned. In addition, for the purposes of AIM Rule 13, the Essenden Directors, other than Nick Basing who is involved in the transaction as a related party, having consulted Cenkos (as Essenden's Nominated Adviser), consider that the terms of the performance bonus are fair and reasonable insofar as Essenden's shareholders are concerned.

   15    Cancellation of admission to trading on AIM and re--registration

On completion of the Acquisition, the Company will become a wholly owned subsidiary of IBA. Prior to the Scheme becoming Effective, Essenden will make an application to the London Stock Exchange for the cancellation of the admission to trading of the Essenden Shares on AIM to take effect on the first Business Day after the Effective Date.

On the Effective Date, share certificates in respect of Essenden Shares will cease to be valid and should be destroyed and entitlements to Essenden Shares held within the CREST system will be cancelled.

It is also intended that, immediately following the Scheme becoming Effective, and after the shares in the capital of Essenden have been cancelled from trading on AIM, Essenden will be re--registered as a private limited company under the relevant provisions of the Companies Act 2006.

   16    Overseas shareholders

Essenden Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the United Kingdom should consult their independent professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the Scheme. If a Essenden Shareholder is in any doubt as to his/her eligibility to participate in the Scheme, he/she should contact his/her independent professional adviser immediately.

The availability of the Scheme to persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction. It is the responsibility of each of the Essenden Shareholders who are not resident in the United Kingdom to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental exchange control or other consents which may be required or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions.

This announcement has been prepared for the purposes of complying with English law, the Code, the Disclosure and Transparency Rules of the FCA, the AIM Rules and the rules of the London Stock Exchange and the information disclosed may be different from that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

   17    Disclosure of interests in Essenden

Save for a total of 17,103,892 Essenden Shares held by the Harwood Funds which represent, in aggregate, approximately 34.11 per cent. of Essenden's issued ordinary share capital and the irrevocable undertakings and letters of intent referred to in section 6 above, as at the close of business on 25 June 2015, the latest practicable Business Day prior to this announcement, neither IBE, IBA or Harwood Capital nor any of the directors or members (as applicable) of IBE, IBA or Harwood Capital nor, so far as Harwood Capital, IBE, IBA and the IBE Directors or the IBA Directors are aware, any person acting, or deemed to be acting, in concert with IBA for the purposes of the Offer has:

   (a)   any interest in, or right to subscribe for, any relevant securities of the Essenden Group;

(b) any short positions in respect of any securities of the Essenden Group (whether conditional or absolute and whether in-the-money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of the Essenden Group;

(c) borrowed or lent any relevant Essenden Group securities (save for any borrowed shares which have been either on-lent or sold);

(d) procured an irrevocable commitment or letter of intent to vote in favour of the Scheme or accept a Takeover Offer in respect of any relevant Essenden Group securities; or

   (e)   any arrangement in relation to any relevant Essenden Group securities.

For these purposes, "arrangement" also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant Essenden Group securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

   18    General

IBA reserves the right to elect to implement the acquisition of the Essenden Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer would be made on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 75 per cent. as IBA may, with the agreement of RBS, decide).

The Scheme Document is currently intended to be posted to Essenden Shareholders on or around 8 July 2015 and in any event within 28 days of the date of this announcement, unless otherwise agreed with the Panel.

The Offer will be made on the terms and subject to the Conditions set out in Appendix I to this announcement and to be set out in the Scheme Document. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the full expected timetable and will be accompanied by Forms of Proxy for the Meetings. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

In deciding whether or not to vote in favour of the Scheme in respect of their Essenden Shares, Voting Scheme Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document and the Forms of Proxy.

   19    Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Essenden's website at http://www.essenden.com/investors/offer-for-essenden/ by no later than 12 noon (London time) on 29 June 2015 until the end of the Offer Period:

   --      this announcement;

-- the irrevocable undertakings and letters of intent referred to in section 6 above and summarised in Appendix III to this announcement;

   --      the Facilities Agreement referred to in section 9 above; 
   --      the Subscription Agreement referred to in section 10 above; and 
   --      the IBE PIK Loan Note Instrument referred to in section 10 above.

Enquiries:

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

Essenden Plc

   Rory Macnamara, non-executive Chairman           Tel: +44 (0) 208 879 3932

Nick Basing, Chief Executive Officer

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

This announcement does not constitute a prospectus or prospectus equivalent document.

Cautionary Note Regarding Forward Looking Statements

Disclosure Requirements of the Code

Information Relating to Essenden Shareholders

Rule 2.10 Disclosure

Publication on Website

Appendix I

Conditions and certain further terms to the Implementation of

the Scheme and the Proposals

The Proposals will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Code, by not later than the Termination Date or such later date, if any, as IBA and Essenden may with the consent of the Panel (and in consultation with RBS) agree and (if required) the Court may allow.

Part A: Conditions to the Scheme

   1          The Scheme will be conditional upon:

(a) approval of the Scheme by a majority in number of the Voting Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting) representing not less than 75 per cent. in value of the Scheme Shares held by such holders;

(b) all resolutions required to implement the Scheme (including, without limitation, to amend Essenden's articles of association) and set out in the notice of the General Meeting being duly passed by the requisite majority at the General Meeting (or at any adjournment of such meeting) and not being subsequently revoked;

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Essenden and IBA); and

(d) an office copy of the Scheme Court Order sanctioning the Scheme being delivered to the Registrar of Companies.

Part B: Conditions to the Proposals

2 Subject to Part C below, the Proposals will also be conditional upon the following matters, and, accordingly, the Scheme Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended as appropriate) have been satisfied (where capable of satisfaction) or waived:

(a) all notifications and filings which are necessary by IBA having been made in connection with the Proposals, all necessary waiting periods (including any extension to them) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, all necessary statutory or regulatory obligations in any jurisdiction having been complied with and all Authorisations which in each case are necessary by IBA for or in respect of the Offer, its implementation or any acquisition of any shares in, or control of, Essenden or any member of the Wider Essenden Group by any member of the Wider IBA Group having been obtained in terms and in a form reasonably satisfactory to IBA from all Relevant Authorities or persons with whom any member of the Wider Essenden Group has entered into contractual arrangements (other than contractual arrangements which have been Fairly Disclosed) in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting period or to comply with such obligation or obtain such Authorisation from such a person would have a material adverse effect on the Wider Essenden Group taken as a whole, and all such Authorisations, together with all Authorisations necessary to carry on the business of any member of the Wider Essenden Group, remaining in full force and effect at the time when the Scheme becomes Effective and there being no intimation of any intention to revoke or not to renew, withdraw, suspend, withhold, modify or amend the same in consequence of the Scheme becoming Effective;

(b) no Relevant Authority having instituted, implemented or threatened any action, suit, proceedings, investigation, reference or enquiry, or enacted, made or proposed any statute, regulation, order or decision, or having taken any other steps or measures that would or might reasonably be expected to, in any case which would be material in the context of the Wider Essenden Group or the Wider IBA Group, as the case may be, when taken as a whole:

(i) make the Proposals, their implementation or the acquisition or proposed acquisition of any shares or other securities in, or control over, Essenden or any member of the Wider Essenden Group by IBA or any member of the Wider IBA Group, illegal, void or unenforceable under the laws of any relevant jurisdiction or otherwise directly or indirectly materially restrict, restrain, prohibit, delay, frustrate or interfere in the implementation of or impose additional material conditions or obligations with respect to or otherwise materially challenge the Proposals or such proposed acquisition in any case in a manner which is material in the context of the Wider Essenden Group when taken as a whole (including without limitation, taking any steps which would entitle the Relevant Authority to require IBA to dispose of all or some of its Essenden Shares or restrict the ability of IBA to exercise voting rights in respect of some or all of such Essenden Shares);

(ii) require, prevent or materially delay a divestiture by any member of the Wider IBA Group of any shares or other securities in Essenden;

(iii) impose any limitation on, or result in a delay in, the ability of IBA or Essenden or any member of the Wider IBA Group to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities in any member of the Wider Essenden Group or voting rights or management control over any member of the Wider Essenden Group;

(iv) require, prevent or delay a divestiture by any member of the Wider IBA Group or the Wider Essenden Group of all or any material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties;

(v) result in any member of the Wider Essenden Group or the Wider IBA Group ceasing to be able to carry on the business under any name under which it presently does so;

(vi) impose any material limitation on the ability of any member of the Wider IBA Group or of the Wider Essenden Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider IBA Group or of the Wider Essenden Group;

(vii) otherwise affect any or all of the businesses, assets, prospects or profits of any member of the Wider IBA Group or any member of the Wider Essenden Group in a manner which is material and adverse to the relevant group taken as a whole; or

(viii) except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require any member of the Wider Essenden Group or the Wider IBA Group to offer to acquire any shares or other securities owned by any third party in any member of the Wider Essenden Group by any third party;

and all applicable waiting and other time periods during which any such Relevant Authority could institute, or implement or threaten any proceedings, suit, investigation or enquiry or enact, make or propose any such statute, regulation or order or take any other such step having expired, lapsed or been terminated;

(c) except as Fairly Disclosed, there being no provision of any Authorisation or other instrument to which any member of the Wider Essenden Group is a party, or by or to which any such member, or any of its assets, is bound or subject, which could or might reasonably be expected to as a consequence of the Proposals or of the proposed acquisition by IBA of any shares or other securities in, or control of, Essenden, result, in any case to an extent which is material in the context of the Essenden Group taken as a whole, in:

(i) any assets or interests of any member of the Wider Essenden Group being or falling to be disposed of or charged, or any right arising under which any such assets or interests could be required to be disposed of or charged or could cease to be available to any member of the Wider Essenden Group, other than in the ordinary course of business;

(ii) any monies borrowed by or other indebtedness or material liabilities (actual or contingent) of, or any grant available to, any member of the Wider Essenden Group becoming repayable or being capable of being declared repayable immediately or earlier than its stated repayment date or the ability of such member of the Wider Essenden Group to incur any indebtedness becoming or being capable of being or becoming withdrawn or prohibited;

(iii) any such arrangement, agreement, authorisation, lease, licence, consent, permit, franchise or other instrument being terminated or materially adversely modified, affected, amended or varied or any materially adverse action being taken or any onerous obligation or liability arising thereunder;

(iv) the business or interests of any member of the Wider Essenden Group with any firm, body or person (or any arrangements relating to such business or interests) being terminated, modified, affected, amended or varied in any materially adverse manner;

(v) the value of or the financial or trading position or prospects of any member of the Wider Essenden Group being prejudiced or adversely affected;

(vi) the creation of any liability (actual or contingent) by any member of the Wider Essenden Group other than in the ordinary course of business;

(vii) any liability of any member of the Wider Essenden Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(viii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Essenden Group or any such mortgage, charge or security (whenever arising or having arisen) becoming enforceable; or

(ix) any member of the Wider Essenden Group ceasing to be able to carry on business under any name under which it currently does so,

and no event having occurred which, under any provision of any Authorisation or other instrument to which any member of the Wider Essenden Group is a party, or by or to which any such member, or any of its assets, is bound, or subject, could result, in any case to an extent which is material and adverse in the context of the Wider Essenden Group taken as a whole, in any of the events or circumstances as are referred to in items (i) to (ix) inclusive of this paragraph;

   (d)          since 28 December 2014 and except as Fairly Disclosed:

(i) no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the Wider Essenden Group or no criminal proceedings, litigation, arbitration proceedings, mediation proceedings, prosecution or other legal proceedings to which any member of the Wider Essenden Group is or may become a party (whether as plaintiff, defendant or otherwise) having been instituted or threatened or remaining outstanding against or in respect of any member of the Wider Essenden Group which in any case is material in the context of the Wider Essenden Group taken as a whole;

(ii) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Wider Essenden Group which in any case is material in the context of the Wider Essenden Group taken as a whole;

(iii) no contingent or other liability having arisen, become apparent or increased which in any case is material in the context of the Wider Essenden Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Essenden Group, which is necessary for the proper carrying on of its business;

(e) since 28 December 2014 and except as Fairly Disclosed, neither Essenden nor any other member of the Wider Essenden Group having:

(i) issued or agreed to issue or authorised the issue or grant of additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities or transferred or sold any Essenden Shares out of treasury (save as between Essenden and any member of the Wider Essenden Group or between any members of the Wider Essenden Group and save for the issue of Essenden Shares pursuant to the entitlements of participants under the Essenden Share Incentive Scheme);

(ii) purchased, redeemed or repaid any of its own shares or other securities or reduced or made any other changes to its share capital, except in respect of the matters mentioned in Condition 2(e)(i) above;

(iii) recommended, declared, paid or made any dividend, bonus or other distribution whether payable in cash or otherwise, other than to Essenden or a wholly-owned subsidiary of Essenden;

(iv) save for any transaction between Essenden and any member of the Wider Essenden Group or between any members of the Wider Essenden Group, merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in subsidiaries and trade investments) which in any case would be material in the context of the Wider Essenden Group taken as a whole;

(v) save for any transaction between Essenden and any member of the Wider Essenden Group or between any members of the Wider Essenden Group, issued or authorised the issue of any debentures or incurred or increased any indebtedness or liability or become subject to a contingent liability which in any case is material in the context of the Wider Essenden Group taken as a whole;

(vi) entered into, varied or authorised any arrangement, transaction, contract or commitment other than in the ordinary course of business (whether in respect of capital expenditure or otherwise) which is of a long-term, onerous or unusual nature or which involves or could involve an obligation of a nature and magnitude which is material in the context of the Wider Essenden Group taken as a whole or is likely to materially restrict the scope of the existing business of any member of the Wider Essenden Group other than to a nature and extent which is normal in the context of the business concerned;

(vii) save for any transaction between Essenden and any member of the Wider Essenden Group or between any members of the Wider Essenden Group, entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement (other than the Scheme) in relation to itself or another member of the Wider Essenden Group otherwise than in the ordinary course of business which in any case is material in the context of the Essenden Group taken as a whole;

(viii) otherwise than in the ordinary course of business, waived or compromised any claim which is material in the context of the Wider Essenden Group taken as a whole;

(ix) taken any corporate action or had any legal proceedings started or threatened against it for its winding up (whether voluntary or otherwise), dissolution or reorganisation or analogous proceedings in any jurisdiction or for the appointment of a receiver, trustee, administrator, administrative receiver or similar officer in any jurisdiction of all or any of its assets and revenues or had any such person appointed which in any case is material in the context of the Wider Essenden Group taken as a whole;

(x) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments or a moratorium of any indebtedness;

(xi) been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to do so) payments of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in any case which is material in the context of the Wider Essenden Group taken as a whole;

(xii) save for any transaction between Essenden and any member of the Wider Essenden Group or between any members of the Wider Essenden Group made or authorised any change in its loan capital which is material in the context of the Wider Essenden Group taken as a whole;

(xiii) save in respect of the resignation of the non-executive Essenden Directors with effect from the Effective Date, entered into or varied in any material respect the terms of any letter of appointment or service agreement (as the case may be) with or relating to any of the executive directors, non--executive directors or senior executives of Essenden or any of the directors or senior executives of any other member of the Wider Essenden Group;

(xiv) proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme or, other than in the ordinary course of business, any other benefit relating to the employment or termination of employment of any person employed by the Wider Essenden Group which in any case is material in the context of the Wider Essenden Group taken as a whole;

(xv) save as envisaged in the Proposals, made any alteration to its articles of association or other incorporation or constitutional documents which is material in the context of the Offer; or

(xvi) otherwise than in the ordinary course of business entered into any agreement or commitment or passed any resolution or made any offer which remains open for acceptance or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this paragraph (e);

   (f)           IBA not having discovered that, except as Fairly Disclosed:

(i) any financial, business or other information concerning the Wider Essenden Group disclosed publicly or disclosed to any member of the Wider IBA Group by any member of the Wider Essenden Group at any time is to a material extent misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information therein not misleading to a material extent and which was not corrected before the date of announcement of the Proposals either by public disclosure through a Regulatory Information Service or by a written disclosure to the Wider IBA Group and which is material in the context of the Wider Essenden Group taken as a whole;

(ii) any member of the Wider Essenden Group is subject to any liability otherwise than in the ordinary course of business, contingent or otherwise, which is material in the context of the Essenden Group taken as a whole;

(iii) any information which affects the import of any information disclosed to any member of the IBA Group at any time by or on behalf of any member of the Wider Essenden Group which is material in the context of the Essenden Group taken as a whole;

(iv) any member of the Wider Essenden Group has not complied with any applicable legislation or regulations of any relevant jurisdiction with regard to the use, storage, transport, treatment, handling, disposal, release, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person where non compliance would be likely to give rise to any liability or cost (whether actual or contingent) on the part of any member of the Wider Essenden Group which in any case is material in the context of the Wider IBA Group taken as a whole;

(v) there has been an emission, discharge, disposal, spillage or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health which would be likely to give rise to any liability or cost (whether actual or contingent) on the part of any member of the Wider Essenden Group which in any case is material in the context of the Wider IBA Group taken as a whole;

(vi) there is or is likely to be any liability (whether actual or contingent) to improve or install new plant or equipment or make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Essenden Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or any other person or body in any jurisdiction which in any case is material in the context of the Wider IBA Group taken as a whole; or

(vii) circumstances exist whereby a person or class of person would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Essenden Group which in any case is material in the context of the Wider IBA Group taken as a whole; and

(g) except as Fairly Disclosed, no member of the Essenden Group nor the trustees of any relevant pension scheme having, since 28 December 2014 (and in each case to an extent which is material in the context of the Wider Essenden Group taken as a whole):

(i) made or agreed or consented to any significant change (i) to the terms of any trust deeds constituting the pension schemes established for the directors or employees (or their dependants) of any member of the Wider Essenden Group, (ii) to the benefits which accrue, (iii) to the pensions which are payable thereunder for all members or any category of members, (iv) to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined for all members or any category of members (including with regard to commutation factors where employer agreement is required to change such factors), or (v) to the basis on which the liabilities (including pensions) of such pension schemes are funded (including putting in place, agreeing or consenting to technical provisions, actuarial valuations, statements of funding principles, schedules of contributions and recovery plans pursuant to Part 3 of the Pensions Act 2004); or

   (ii)           established any new pensions arrangements.

Part C: Further terms of the Proposals

3 IBA reserves the right to waive in whole or in part all or any of the above Conditions. The Scheme will not become Effective unless all of the Conditions have been fulfilled or waived or, where appropriate, have been determined by IBA to be or remain satisfied by the earlier of (i) 11:59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, and (ii) the Termination Date (or such later date as IBA or Essenden may agree and the Panel, RBS and the Court may allow). IBA shall be under no obligation to waive or treat as fulfilled any of Conditions 2(a) to (g) earlier than that date, notwithstanding that other of the Conditions may at an earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4 If IBA is required by the Panel to make an offer for Essenden Shares under the provisions of Rule 9 of the Code, IBA may make such alterations to the terms and conditions of the Offer as are necessary to comply with the provisions of that Rule, and such offer shall be subject to the terms and conditions as so amended.

5 IBA reserves the right to elect (with the consent of the Panel (if required)) to implement the acquisition of the Essenden Shares by way of a Takeover Offer as an alternative to the Scheme. Any such Takeover Offer will be subject to an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 75 per cent.) as IBA may, with the agreement of RBS, decide) of (i) the Essenden Shares to which such Takeover Offer relates and (ii) the voting rights normally exercisable at a general meeting of Essenden. Any such Takeover Offer would be made on substantially the same terms (subject to appropriate amendments) as those which would apply to the Scheme and in compliance with applicable laws and regulations. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Essenden Shares are otherwise acquired, it is the intention of IBA to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding Essenden Shares to which such Takeover Offer relates.

6 The availability of the Proposals to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

7 Under Rule 13.5 of the Code, IBA may only invoke a Condition so as to cause the Scheme not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the Condition are of material significance to IBA in the context of the Proposals. The Conditions contained in section 1 above are not subject to Rule 13.5 of the Code.

8 Essenden Shares will be acquired pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any third party interests and other rights of any nature whatsoever and together with all rights now or hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

9 The Scheme will be governed by English law and be subject to the jurisdiction of the English courts. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules. In addition, it will be subject to the terms and conditions set out in the Scheme Document, including a term that the Acquisition will lapse and the Scheme will not proceed if, prior to the date of the Court Meeting and the General Meeting, there is a Phase 2 Reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Acquisition by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a CMA Phase 2 Reference in respect of the Acquisition, or any matter arising from the Acquisition.

Appendix II

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1 The value attributed to Essenden's existing issued ordinary share capital is based upon the Offer Price and the 50,145,040 Essenden Shares in issue on 25 June 2015 (being the latest practicable date prior to the date of this announcement).

2 The market prices of Essenden Shares are closing middle market quotations derived from the AIM appendix to the Daily Official List for the particular date(s) concerned.

3 The VWAP of 67.3 pence per Essenden Share for the three month period up to and including 19 March 2015, is derived from Capital IQ's daily VWAP and volume data.

4 Unless otherwise stated, the financial information relating to the Essenden Group has been extracted or derived (without material adjustment) from Essenden's audited consolidated annual report and financial statements for the 52 week period ended 28 December 2014. Other information relating to Essenden has been extracted or derived from the Company's Regulatory News Service (RNS) announcements and website (www.essenden.com).

5 All information relating to IBE and IBA has been provided by persons duly authorised by the IBE Board and IBA Board respectively.

6 All information relating to Harwood Capital and the Harwood Funds has been extracted from published sources and/or provided by persons duly authorised by Harwood Capital and the Harwood Funds.

7 The maximum cash consideration payable under the Proposals is based on the Offer Price and the 50,145,040 Essenden Shares in issue on 25 June 2015 (being the latest practicable date prior to the date of this announcement) and assumes that the entitlements of the two participants in the Essenden Share Incentive Scheme are satisfied by cash payments from Essenden.

Appendix III

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

   1.         Irrevocable undertakings

Directors

The Essenden Directors have given irrevocable undertakings in relation to the Proposals as follows:

 
 Name of Essenden         Number of Essenden   Percentage of Essenden's      Percentage of 
  Director                   Shares to which            existing issued    Essenden Shares 
                        undertaking relates*             ordinary share        entitled to 
                                                               capital*        vote at the 
                                                                            Court Meeting* 
 Nick Basing                       205,412**                      0.41%                  - 
 Nicholas Oppenheim                1,938,988                      3.87%              5.91% 
 Total                             2,144,400                      4.28%              5.91%

* - assuming that no Essenden Shares are issued prior to the Court Meeting pursuant to the Essenden Share Incentive Scheme.

** - save in respect of the resolution at the General Meeting on which Mr Basing is not entitled to vote as it relates to his proposed performance bonus.

These irrevocable undertakings include undertakings in respect of their stated beneficial holdings of Essenden Shares:

(i) to cast, or, where applicable, procure the casting of, all voting rights attaching to such Essenden Shares in favour of any resolutions required to give effect to the Scheme at the General Meeting or the Court Meeting;

(ii) if IBA exercises its right to structure the Acquisition as a Takeover Offer, to accept or procure the acceptance of such Offer; and

(iii) not to accept any offer made or proposed to be made in respect of the Essenden Shares by any person other than IBA, or, where applicable, to procure that no such offer is accepted.

In the case of Nick Basing, his undertaking referred to at (i) above relates only to voting on the General Meeting resolutions (excluding the resolution relating to his management performance bonus) as he is not entitled to vote on the Scheme at the Court Meeting. The undertaking from Nick Basing contains an agreement that he will, in all circumstances, be bound by the terms of the Scheme.

These irrevocable undertakings would have ceased to be binding if this announcement had not been released by 5.00 p.m. (London time) on 30 June 2015 or such later date as IBA and Essenden had agreed. These irrevocable undertakings will cease to be binding if the Scheme Document has not been published by 28 July 2015 or if the Scheme does not become Effective by 30 August 2015 or if an announcement is made confirming that IBA will not proceed with the Acquisition.

Institutional and other Essenden Shareholders

The following Essenden Shareholders have given irrevocable undertakings in relation to the Proposals as follows:

 
 Name of Essenden Shareholder    Number of Essenden         Percentage             Percentage 
                                    Shares to which      of Essenden's            of Essenden 
                                        undertaking    existing issued        Shares entitled 
                                           relates*     ordinary share             to vote at 
                                                            capital **    the Court Meeting** 
 Hargreave Hale Limited                   6,020,000             12.01%                 18.33% 
 TOTAL:                                   6,020,000             12.01%                 18.33% 
 
 
 NASCIT***                     12,883,934   25.69%   - 
 Oryx***                        3,728,000    7.43%   - 
 Harwood Capital***               491,958    0.98%   - 
 EXISTING HARWOOD INVESTORS 
  TOTAL:                       17,103,892   34.11%   -

* - the undertakings and the numbers referred to in this table refer only to those Essenden Shares to which the relevant Essenden Shareholder is beneficially entitled and any share such Essenden Shareholder is otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share.

** - assuming that no Essenden Shares are issued prior to the Court Meeting pursuant to the Essenden Share Incentive Scheme.

*** - undertakings relate to the Existing Harwood Investors voting in favour of the resolutions to be proposed at the General Meeting only (including the resolution relating to Mr Basing's performance bonus) as the Existing Harwood Investors are not entitled to vote on the Scheme at the Court Meeting.

These irrevocable undertakings include undertakings from the relevant Essenden Shareholder in respect of their entire beneficial holdings of Essenden Shares and any Essenden Shares which they are otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share:

(i) to cast, or, where applicable, procure the casting of, all voting rights attaching to such Essenden Shares in favour of any resolutions in favour of the Scheme or required to give effect to the Scheme at the General Meeting or the Court Meeting;

(ii) if IBA exercises its right to structure the Acquisition as a Takeover Offer, to accept or procure the acceptance of such Offer; and

(iii) not to accept any offer made or proposed to be made in respect of the Essenden Shares by any person other than IBA.

The above irrevocable undertakings from certain institutional and other Essenden Shareholders shall lapse and cease to be binding if the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Offer has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time.

The irrevocable undertaking from Hargreave Hale shall lapse and cease to be binding if a third party in accordance with the Code, announces a firm intention to make, or makes a general offer to acquire the whole or a majority of the Essenden Shares on terms which represent an improvement of no less than 15 (fifteen) per cent. of the value of the consideration offered under the Scheme as at the date on which such offer is announced and IBA does not increase the consideration offered under the Scheme to an amount which is a higher value of consideration within seven (7) days of the date of the third party's announcement.

   2.         Letters of intent

The following holders or controllers of Essenden Shares have entered into letters of intent with IBA, pursuant to which they intend to:

   (a)   vote (or procure the vote) in favour of the Scheme at the Court Meeting; and

(b) vote in favour of the resolutions required to implement the Scheme to be proposed at the General Meeting,

(or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept or procure acceptance of such offer) in respect of their own beneficial holdings of Essenden Shares (or those holdings over which they have control):

 
 Name of Essenden Shareholder      Number of Essenden          Percentage of            Percentage 
                                          Shares held    Essenden's existing           of Essenden 
                                        or controlled        issued ordinary       Shares entitled 
                                                               share capital            to vote at 
                                                                                the Court Meeting* 
 Schroder Investment Management 
  Limited                                   9,769,707                 19.48%                29.75% 
 Artemis Investment Management 
  LLP                                       1,500,000                  2.99%                 4.57% 
 TOTAL                                     11,269,707                 22.47%                34.32%

* - assuming that no Essenden Shares are issued prior to the Court Meeting pursuant to the Essenden Share Incentive Scheme.

The letter of intent from Schroders Investment Management Limited shall lapse if the Scheme Document is not published by 13 July 2015 or if the Scheme Shareholders have not accepted the Proposals by 5.00 p.m. on 31 July 2015.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 
 "Acquisition"                                           the proposed acquisition of the entire issued 
                                                          and to be issued share capital of Essenden 
                                                          by IBA; 
 "AIM"                                                   the AIM market of the London Stock Exchange; 
 "AIM Rules"                                             the AIM Rules for Companies as published by 
                                                          the London Stock Exchange (as amended from 
                                                          time to time); 
 "Appendices"                               the appendices to this announcement; 
 "Australia"                                the Commonwealth of Australia, its states, 
                                             territories and possessions; 
 "Authorisation"                            authorisation, grant, order, recognition, confirmation, 
                                             lease, arrangement, consent, licence, clearance, 
                                             certificate, permission or approval; 
 "Board"                                    the board of directors of Essenden or the board 
                                             of directors of IBE or the board of directors 
                                             of IBA (as the case may be) and the terms "Essenden 
                                             Board", "IBE Board" and "IBA Board" shall be 
                                             construed accordingly; 
 "Business Day"                             a day (other than a Saturday, Sunday or UK 
                                             public holiday) on which clearing banks in 
                                             the City of London are open for the transaction 
                                             of general commercial business; 
 "Canada"                                                Canada, its possessions and territories and 
                                                          all areas subject to its jurisdiction and any 
                                                          political sub-division thereof; 
 "Capital IQ"                                            S&P Capital IQ, a part of McGraw Hill Financial 
                                                          Inc.; 
 "Cash Consideration"                                    the cash consideration due to Essenden Shareholders 
                                                          under the terms of the Offer; 
 "Cenkos"                                                Cenkos Securities Plc, the financial adviser, 
                                                          nominated adviser and broker to Essenden; 
              "certificated" or                          the description of a share or other security 
               "in certificated form"                     which is not in uncertificated form (that is, 
                                                          not in CREST); 
 "Closing Price"                                         the middle market quotation of a Essenden Share 
                                                          at the close of business on the day to which 
                                                          such price relates, as derived from the AIM 
                                                          appendix to the Daily Official List or from 
                                                          Capital IQ in the case of the volume weighted 
                                                          average Closing Price for the 3 month period 
                                                          ended on 19 March 2015; 
 "CMA Phase 2 Reference"                                 a reference of the Acquisition to the chair 
                                                          of the Competition and Markets Authority for 
                                                          the constitution of a group under Schedule 
                                                          4 to the Enterprise and Regulatory Reform Act 
                                                          2013; 
 "Code"                                     The City Code on Takeovers and Mergers issued 
                                             by the Panel; 
 "Companies Act 2006"                       the Companies Act 2006 (as amended from time 
                                             to time); 
              "Competition and Markets                   a UK statutory body established under the Enterprise 
               Authority"                                 and Regulatory Reform Act 2013; 
 "Conditions"                               the conditions to implementing the Proposals 
                                             (including the Scheme) as set out in Appendix 
                                             I of this announcement and to be set out in 
                                             the Scheme Document; 
 "Court"                                                 the High Court of Justice, Chancery Division 
                                                          (Companies Court), in England and Wales; 
 "Court Meeting"                                         the meeting of the Voting Scheme Shareholders 
                                                          to be convened by order of the Court under 
                                                          section 897 of the Companies Act 2006 for the 
                                                          purposes of considering and, if thought fit, 
                                                          approving the Scheme (with or without amendment), 
                                                          and any adjournment thereof; 
 "CREST"                                                 the computerised settlement system (as defined 
                                                          in the CREST Regulations) operated by Euroclear 
                                                          UK & Ireland Limited which facilitates the 
                                                          transfer of title to shares in uncertificated 
                                                          form; 
 "CREST Regulations"                                     the Uncertificated Securities Regulations 2001 
                                                          (SI2001 No. 3755), including (i) any enactment 
                                                          or subordinate legislation which amends or 
                                                          supersedes those regulations and (ii) any applicable 
                                                          rules made under those regulations or any such 
                                                          enactment or subordinate legislation for the 
                                                          time being in force; 
 "Daily Official List"                                   the Daily Official List published by the London 
                                                          Stock Exchange; 
 "Dealing Disclosure"                       has the same meaning as in Rule 8 of the Code; 
 "Effective"                                             the Scheme having become effective pursuant 
                                                          to and in accordance with its terms; 
 "Effective Date"                                        the date on which the Scheme becomes Effective; 
 "Essenden" or "Company"                                 Essenden Plc, a company incorporated in England 
                                                          and Wales with registered number 06838368 whose 
                                                          registered office is at 3rd Floor, 2-4 St. 
                                                          Georges Road, Wimbledon, London SW19 4DP; 
              "Essenden Directors"                       Rory Macnamara, Nick Basing, Nicholas Oppenheim 
               or "Essenden Board"                        and Christopher Mills; 
 "Essenden Group"                                        Essenden and its subsidiary undertakings; 
 "Essenden Shareholders"                                 registered holders of Essenden Shares from 
                                                          time to time; 
 "Essenden Shares"                                       ordinary shares of 1 penny each in the capital 
                                                          of the Company; 
              "Essenden Share Incentive                  the Essenden share incentive scheme introduced 
               Scheme"                                    and approved by Essenden Shareholders in April 
                                                          2010; 
 "Existing Harwood                                       the funds managed by or otherwise associated 
  Investors"                                              with Harwood Capital which currently hold Essenden 
                                                          Shares, as detailed in section 8.3 of this 
                                                          announcement; 
 "Fairly Disclosed"                                      as publicly announced by or on behalf of Essenden 
                                                          through (i) a Regulatory Information Service 
                                                          on or before the date of this announcement 
                                                          or (ii) the publication of such information 
                                                          on the main website maintained by Essenden 
                                                          before the date of this announcement, or as 
                                                          fairly disclosed by any member of the Essenden 
                                                          Group or any of its professional advisers, 
                                                          including but not limited to any of its legal 
                                                          advisers and any of its financial advisers, 
                                                          to a member of the IBA Group or any of its 
                                                          professional advisers, including but not limited 
                                                          to any of its legal advisers and any of its 
                                                          financial advisers, before the date of this 
                                                          announcement (including, but not limited to, 
                                                          all matters contained in the written replies, 
                                                          correspondence, documentation and information 
                                                          provided or sent to any member of the IBA Group 
                                                          or any of its professional advisers during 
                                                          the due diligence process and whether or not 
                                                          in response to any request for information 
                                                          made by any member of the IBA Group or any 
                                                          of its professional advisers); 
              "Financial Conduct                         the Financial Conduct Authority (formerly the 
               Authority" or "FCA"                        Financial Services Authority) in its capacity 
                                                          as the competent authority for the purposes 
                                                          of Part VI of the FSMA, including its successor(s) 
                                                          from time to time; 
 "Forms of Proxy"                                        the form of proxy for use at the Court Meeting 
                                                          and the form of proxy for use at the General 
                                                          Meeting and "Form of Proxy" means either of 
                                                          them; 
 "FSMA"                                                  the Financial Services and Markets Act 2000 
                                                          (as amended from time to time); 
 "General Meeting"                                       the general meeting of Essenden Shareholders 
                                                          to be convened in connection with the Proposals, 
                                                          and any adjournment thereof; 
 "Harwood Capital"                          Harwood Capital LLP, a UK limited liability 
                                             partnership incorporated under the Limited 
                                             Liability Partnerships Act 2000 with registered 
                                             number OC304213; 
 "Harwood Capital Management                Harwood Capital Management and its subsidiaries; 
  Group" 
 "Harwood Capital Management"               Harwood Capital Management Limited, a company 
                                             incorporated in England and Wales under registration 
                                             number 7667924 with limited liability having 
                                             its registered office at 6 Stratton Street, 
                                             London, W1J 8LD; 
 "Harwood Funds"                            NASCIT and certain discretionary, investment 
                                             advisory and other client funds managed by 
                                             Harwood Capital on a discretionary basis, including, 
                                             inter alia, Oryx, TPE III and HPE IV; 
 "HPE IV"                                   Harwood Private Equity IV L.P., an English 
                                             limited partnership incorporated on 9 October 
                                             2014 under registration number LP016260; 
 "IBA"                                      Indoor Bowling Acquisitions Limited, a company 
                                             incorporated in England and Wales under registration 
                                             number 9332958 with limited liability having 
                                             its registered office at 6 Stratton Street, 
                                             London, W1J 8LD; 
 "IBA Directors"                            members of the IBA board of directors; 
 "IBA Group"                                IBA and its direct and indirect holding companies 
                                             (including, for the avoidance of doubt, the 
                                             Harwood Funds); 
 "IBE"                                      Indoor Bowling Equity Limited, a company incorporated 
                                             in England and Wales under registration number 
                                             9614648 with limited liability having its registered 
                                             office at 50 Broadway, London SW1H 0BL; 
 "IBE Directors"                            members of the IBE board of directors; 
 "IBE PIK Loan Notes"                       the 10 per cent. fixed rate GBP31,000,000 nominal 
                                             amount unsecured loan notes, to be issued on 
                                             the terms of the IBE PIK Loan Note Instrument, 
                                             further details of which will be set out in 
                                             the Scheme Document; 
 "IBE PIK Loan Note                         the instrument constituting the IBE PIK Loan 
  Instrument"                                Notes executed by IBE on 25 June 2015; 
 "IBE Shares"                               ordinary shares of GBP1 each in the capital 
                                             of IBE; 
 "Independent Directors"                    the independent directors of Essenden able 
                                             to recommend the Proposals, being Rory Macnamara 
                                             and Nicholas Oppenheim; 
 "Japan"                                    Japan, its cities, prefectures, territories 
                                             and possessions and all areas subject to its 
                                             jurisdiction and any political sub-division 
                                             thereof; 
 "Letters of Confirmation"                  the letters to be provided by each of the Existing 
                                             Harwood Investors and Nick Basing confirming 
                                             their approval of and agreement to be bound 
                                             by the Scheme so as to avoid the need for separate 
                                             meetings to obtain their approval; 
 "London Stock Exchange"                    London Stock Exchange plc, a public company 
                                             incorporated in England and Wales under number 
                                             2075721, together with any successors thereto; 
 "Meetings"                                 the Court Meeting and the General Meeting; 
 "NASCIT"                                                North Atlantic Smaller Companies Investment 
                                                          Trust Plc, whose shares are traded on the main 
                                                          market of the London Stock Exchange, whose 
                                                          registered number is 01091347; 
 "Offer"                                                 the recommended all cash offer by IBA at the 
                                                          Offer Price to acquire the entire issued and 
                                                          to be issued ordinary share capital of Essenden 
                                                          to be effected by way of a Scheme on the terms 
                                                          and conditions to be set out in the Scheme 
                                                          Document including, where the context so requires, 
                                                          any subsequent revision, variation, extension 
                                                          or renewal of such offer; 
 "Offer Period"                             the offer period (as defined by the Code) relating 
                                             to Essenden, which commenced on 20 March 2015 
                                             and ending on the Effective Date; 
 "Offer Price"                              80 pence per Essenden Share; 
 "Opening Position                          has the same meaning as in Rule 8 of the Code; 
  Disclosure" 
 "Oryx"                                     Oryx International Growth Fund Limited, a closed-ended 
                                             investment company incorporated in Guernsey, 
                                             whose shares are traded on the main market 
                                             of the London Stock Exchange, whose registered 
                                             number is GG28917; 
 "Overseas Shareholders"                    Essenden Shareholders (or nominees of, or custodians 
                                             or trustees for, Essenden Shareholders) not 
                                             resident in, or nationals or citizens of, the 
                                             United Kingdom; 
 "Panel"                                    the Panel on Takeovers and Mergers; 
 "pence", "penny" or                        UK pence sterling, the lawful currency of the 
  "p"                                        United Kingdom; 
 "pounds" or "GBP"                          UK pounds sterling, the lawful currency of 
                                             the United Kingdom; 
 "Proposals"                                             the Scheme and the other matters related to 
                                                          the Scheme to be considered at the Meetings; 
 "RBS"                                                   The Royal Bank of Scotland plc; 
 "Registrar of Companies"                   the Registrar of Companies in England and Wales; 
              "Regulatory Information                    any information service authorised from time 
               Service"                                   to time by the FCA for the purpose of disseminating 
                                                          regulatory announcements; 
 "Relevant Authority"                                    any central bank, government or governmental, 
                                                          supranational, statutory, regulatory, environmental, 
                                                          administrative, fiscal or investigative body, 
                                                          court, trade agency, association, institution, 
                                                          environmental body, employee representative 
                                                          body or any other body or person whatsoever 
                                                          in any jurisdiction; 
 "Restricted Jurisdiction"                               United States, Japan, Canada, South Africa, 
                                                          Australia (or their respective territories) 
                                                          or any other jurisdiction where the relevant 
                                                          actions would constitute a violation of the 
                                                          relevant laws and regulations of such jurisdiction; 
 "Rule"                                     a rule of the Code; 
              "Scheme"                                   the proposed scheme of arrangement under Part 
                                                          26 of the Companies Act 2006 between Essenden 
                                                          and each Scheme Shareholder (the full terms 
                                                          and conditions of which will be set out in 
                                                          the Scheme Document), with or subject to any 
                                                          modification, addition thereto or condition 
                                                          approved or imposed by the Court and agreed 
                                                          to by Essenden and IBA; 
 "Scheme Court Hearing"                                  the hearing by the Court of the petition to 
                                                          sanction the Scheme; 
 "Scheme Court Order"                                    the order of the Court sanctioning the Scheme 
                                                          under section 899 of the Companies Act 2006; 
 "Scheme Document"                          the formal document setting out the full terms 
                                             and conditions of the Offer to be posted to 
                                             Essenden Shareholders and others containing, 
                                             inter alia, details of the Scheme and the notices 
                                             of the Meetings; 
              "Scheme Record Time"                       means the scheme record time to be specified 
                                                          in the Scheme Document; 
 "Scheme Shares"                            all Essenden Shares which are: 
                                            (a) in issue at the date of the Scheme Document; 
                                            (b) (if any) issued after the date of the Scheme 
                                             Document but before the Voting Record Time; 
                                             and 
                                            (c) (if any) issued on or after the Voting 
                                             Record Time but prior to the Scheme Record 
                                             Time, on terms that the holder shall be bound 
                                             by the Scheme, or in respect of which the original 
                                             or any subsequent holder agrees in writing 
                                             to be bound by the Scheme, 
                                             which remain in issue at the Scheme Record 
                                             Time; 
 "Strand Hanson"                            Strand Hanson Limited, the financial adviser 
                                             to IBE, IBA and Harwood Capital; 
 "Subscription Agreement"                   the agreement dated 25 June 2015 and made between 
                                             NASCIT, Harwood Capital on behalf of the Harwood 
                                             Funds, IBE and IBA; 
 "Takeover Offer"                           an offer by IBA to acquire the entire issued 
                                             and to be issued ordinary share capital of 
                                             Essenden by way of a takeover offer under the 
                                             Code; 
 "Tenpin Limited"                           Tenpin Limited, a company incorporated in England 
                                             and Wales under registration number 4789703 
                                             with limited liability having its registered 
                                             office at 3(rd) Floor, 2 and 4 St Georges Road, 
                                             Wimbledon, SW19 4DP; 
 "Termination Date"                         the date being 60 days after publication of 
                                             the Scheme Document (which must be published 
                                             within 28 days of today's date); 
 "TPE III"                                  Trident Private Equity Fund III L.P., an English 
                                             limited partnership incorporated on 12 November 
                                             2008 under registration number LP013270; 
 "uncertificated" or                        recorded on the relevant register of the share 
  "in uncertificated                         or security concerned as being held in uncertificated 
  form"                                      form in CREST and title to which, by virtue 
                                             of the CREST Regulations, may be transferred 
                                             by means of CREST; 
 "United Kingdom" or                        the United Kingdom of Great Britain and Northern 
  "UK"                                       Ireland; 
 "United States", "USA"                     the United States of America, its territories 
  or "US"                                    and possessions, any state of the United States 
                                             of America, the District of Columbia and all 
                                             areas subject to its jurisdiction or any political 
                                             sub-division thereof; 
 "US Exchange Act"                          the US Securities Exchange Act of 1934, as 
                                             amended; 
 "Voting Record Time"                       the date and time specified in the Scheme Document 
                                             by reference to which entitlement to vote at 
                                             the Court Meeting will be determined, expected 
                                             to be 6.00 p.m. on the day which is two days 
                                             before the date of the Court Meeting or, if 
                                             the Court Meeting is adjourned, 6.00 p.m. on 
                                             the second day before the date of such adjourned 
                                             meeting; 
 "Voting Scheme Shareholders"               the holders of Scheme Shares (other than the 
                                             Existing Harwood Investors and Nick Basing 
                                             who will each confirm their approval of, and 
                                             agreement to be bound by, the Scheme in the 
                                             Letters of Confirmation); 
                   "VWAP"                                     volume weighted average price, calculated in 
                                                               accordance with paragraph 3 of Appendix II 
                                                               of this announcement; 
                   "Wider Essenden Group"                     the Essenden Group and associated undertakings 
                                                               of Essenden and any other body corporate, partnership, 
                                                               joint venture or person in which members of 
                                                               the Essenden Group (aggregating their interests) 
                                                               have an interest of more than 20 per cent. 
                                                               of the voting or equity capital or the equivalent; 
                                                               and 
 "Wider IBA Group"                                       the IBA Group and associated undertakings of 
                                                          IBA and any other body corporate, partnership, 
                                                          joint venture or person in which members of 
                                                          the IBA Group (aggregating their interests) 
                                                          have an interest of more than 20 per cent. 
                                                          of the voting or equity capital or the equivalent.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act 2006.

All times referred to in this announcement are London times unless otherwise stated.

In this announcement, references to the singular include the plural and vice versa, unless the context otherwise requires and words importing the masculine gender shall include the feminine or neutral gender.

All references to legislation in this announcement are to English legislation unless the contrary is stated. Any references to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

END

This information is provided by RNS

The company news service from the London Stock Exchange

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