Electric Word PLC Publication and posting of scheme document (2301K)

TIDMELE

RNS Number : 2301K

Electric Word PLC

05 July 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

5 July 2017

RECOMMED CASH ACQUISITION

of

Electric Word plc ("Electric Word")

by

Sport Business Acquisitions Limited ("Bidco")

Publication and posting of scheme document

On 27 June 2017, the Boards of directors of Electric Word and Bidco announced that they had reached agreement on the terms of a recommended cash acquisition ("Acquisition") under which Bidco intends to acquire the entire issued and to be issued ordinary share capital of Electric Word for 3.93 pence in cash. It was also announced that the Acquisition would be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Act").

Further to that announcement, the Board of Electric Word is pleased to announce that a scheme document relating to the Acquisition (the "Scheme Document"), together with associated Forms of Proxy, are today being published and posted to Electric Word Shareholders. The Scheme Document contains, inter alia, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Act, notices of the required meetings, the expected timetable of principal events and details of the actions to be taken by Electric Word Shareholders.

As described in the Scheme Document, to become Effective, the Scheme must, amongst other things, be approved at the Court Meeting; a special resolution must be passed at the General Meeting; and the Scheme must subsequently be sanctioned by the Court. Both the Court Meeting and the General Meeting will be held at the offices of Memery Crystal LLP at 44 Southampton Buildings, London WC2A 1AP on 28 July 2017 with the Court Meeting to commence at 11 a.m. and the General Meeting to commence at 11.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

The Scheme Document, together with information incorporated into it by reference to another source, and a copy of this announcement will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the investor section of Electric Word's website at www.electricwordplc.com and on Silva International's website, on behalf of Bidco, at www.silvainternational.com during the course of the Offer Period.

Subject to approval at the relevant Meetings, Court approval and the satisfaction or waiver of the other conditions set out in the Scheme Document, the Scheme is expected to become effective on or around 4 August 2017.

Electric Word Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

The expected timetable of principal events is attached as an Appendix to this announcement.

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

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

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

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

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document which contains the full terms and Conditions of the Acquisition, including details of how to vote at the Court Meeting and the General Meeting. Any response to the Acquisition should be made only on the basis of information contained in the Scheme Document. Electric Word Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once received.

This announcement has been prepared for the purposes of complying with English law, the AIM Rules for Companies and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

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 publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Electric Word Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or with respect to the Special Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Electric Word Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any Electric Word Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Further details in relation to Electric Word Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Provision of certain information

Please note that under Rule 2.11(c) of the Code, all addresses, electronic addresses (if any) and certain other information provided by the Electric Word Shareholders, persons with information rights and other relevant persons for the receipt of communications from Electric Word will upon request be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Publication on website and availability of hard copies

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

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

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

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates given are based on Electric Word's current expectations and may be subject to change. All times shown are London times unless otherwise stated.

 
 Event                                      Time and/or date 
 Latest time for receipt of 
  Forms of Proxy for: 
                                            11.00 a.m. on 26 
   *    Court Meeting (BLUE form)               July 2017[1] 
                                            11.15 a.m. on 26 
   *    General Meeting (WHITE form)            July 2017(1) 
 Voting Record Time for the                  6.30 p.m. on 26 
  Court Meeting and General Meeting             July 2017[2] 
 Court Meeting                              11.00 a.m. on 28 
                                                   July 2017 
 General Meeting                            11.15 a.m. on 28 
                                                July 2017[3] 
 Scheme Court Hearing (to sanction          3 August 2017(4) 
  the Scheme) 
 Last day of dealings in, and             3 August 2017([4]) 
  for registration of transfers 
  and disablement in CREST of, 
  Electric Word Shares 
 Scheme Record Time                    6.00 p.m. on 3 August 
                                                     2017(4) 
 Suspension of trading on AIM          7.30 a.m. on 4 August 
  of, and dealings, settlements                      2017(4) 
  and transfers in, Electric 
  Word Shares 
 Expected Effective Date of                 4 August 2017(4) 
  the Scheme 
 Cancellation of admission to            7 August 2017(4) 
  trading on AIM of, and cessation 
  of dealings in, Electric Word 
  Shares 
 Latest date of despatch of                18 August 2017[5] 
  cheques in respect of Scheme 
  Shares held in certificated 
  form and the settlement through 
  CREST of the cash consideration 
  payable for Scheme Shares held 
  in uncertificated form 
 Long Stop Date, being the date            27 September 2017 
  by which the Scheme must be 
  implemented 
 

Notes:

[1] If the BLUE Form of Proxy for the Court Meeting is not received, by 11.00 a.m. on 26 July 2017, it may be handed to Electric Word's Registrar, on behalf of the Chairman

of the Court Meeting, or to the Chairman at the Court Meeting at any time before the taking of the poll and still be valid. However, the WHITE Form of Proxy for the General Meeting must be received by 11.15 a.m. on 26 July 2017 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. WHITE Forms of Proxy may NOT be handed to the Chairman of the General Meeting or Electric Word's Registrars.

[2] If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date which is two Business

Days before the date fixed for the adjourned meeting.

[3] The General Meeting will commence at 11.15 a.m. on 28 July 2017 or, if later, as soon thereafter as the Court Meeting has been concluded or adjourned.

[4] The dates and times above are indicative only and will depend on, among other things, the date on which: (i) the Conditions are either satisfied or waived (to the extent

they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the copy of the Scheme Court Order is delivered to the Registrar of Companies for registration. If any of the expected dates change, Electric Word will give adequate notice of any change by issuing an announcement through a regulatory information service and may also post notice of the change to Electric Word Shareholders.

   [5]            In any event, within 14 days of the Effective Date. 

This information is provided by RNS

The company news service from the London Stock Exchange

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