Electric Word PLC Results of the Court Meeting and General Meeting (4755M)

TIDMELE

RNS Number : 4755M

Electric Word PLC

28 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

28 July 2017

RECOMMED CASH ACQUISITION

of

Electric Word plc ("Electric Word")

by

Sport Business Acquisitions Limited ("Bidco")

to be effected by means of a Scheme of Arrangement under Part 26

of the Companies Act 2006

Results of the Court Meeting and General Meeting

The Board of directors of Electric Word is pleased to announce that at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Electric Word to be effective by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"):

-- the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting;

-- Electric Word Shareholders voted to pass the special resolution to implement the Scheme (the "Special Resolution") at the General Meeting; and

-- Electric Word Shareholders voted to pass the ordinary resolution to pay a bonus to Julian Turner pursuant to the settlement agreement entered into between Julian Turner and Electric Word (the "Ordinary Resolution") at the General Meeting.

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 5 July 2017 sent or made available to Scheme Shareholders (the "Scheme Document"), which document, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on Electric Word's website (www.electricwordplc.com).

The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below.

Court Meeting

At the Court Meeting a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.99 per cent. by value of those Scheme Shareholders who voted (either in person or by proxy), voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was approved by the requisite majority on a poll vote.

Details of the votes cast were as follows:

 
                            For        For     Against    Against 
                          (Number)     (%)     (Number)     (%) 
---------------------  ------------  ------  ----------  -------- 
 Scheme 
  Shares 
  voted                 342,602,415   99.99      25,638      0.01 
---------------------  ------------  ------  ----------  -------- 
 Scheme Shareholders 
  who voted                      76   96.20           3      3.80 
---------------------  ------------  ------  ----------  -------- 
 Scheme Shares 
  voted as 
  a percentage 
  of the total 
  number of 
  Scheme Shares                 n/a   83.82         n/a      0.01 
---------------------  ------------  ------  ----------  -------- 
 

For the purposes of the Court Meeting, Julian Turner, being an Electric Word Director, was treated as a separate class of Electric Word Shareholder because of the payments due to him under a settlement agreement entered into between him and Electric Word and did not vote his Electric Word Shares at the Court Meeting but instead consented to be bound by the Scheme.

General Meeting

At the General Meeting of Electric Word the Special Resolution to implement the Scheme and the Ordinary Resolution, were duly passed. The voting results for the General Meeting were as follows:

 
               For        For     Against    Against      Total      Withheld* 
             (Number)     (%)     (Number)     (%)       (Number)     (Number) 
--------  ------------  ------  ----------  --------  ------------  ---------- 
 Special Resolution 
------------------------------------------------------------------------------ 
 Shares 
  Voted    356,230,100   99.99      49,302      0.01   356,279,402           0 
--------  ------------  ------  ----------  --------  ------------  ---------- 
 Ordinary Resolution 
------------------------------------------------------------------------------ 
 Shares 
  Voted    355,986,245   99.95     186,955      0.05   356,173,200     106,202 
--------  ------------  ------  ----------  --------  ------------  ---------- 
 

* A vote withheld is not a vote in law and counts neither "For" nor "Against" the resolution.

Next Steps

Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Scheme Court Hearing. The expected timetable of principal events for the implementation of the Scheme is set out on page 8 of the Scheme Document.

As described in detail in the Scheme Document, the Scheme Court Hearing (to sanction the Scheme) is expected to take place on 3 August 2017 although this and each of the subsequent dates set out in this timetable could be subject to change. It is expected that trading in Electric Word Shares on AIM will be suspended with effect from 7.30 a.m. (London time) on 4 August 2017 and that the Scheme will become effective on the same day. Cancellation of admission to trading on AIM of Electric Word Shares is expected to take effect at 7.00 a.m. on 7 August 2017.

Other

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

 
Enquiries: 
Electric Word plc                                      [phone] 
Julian Turner, Chief Executive 
Panmure Gordon (Financial Adviser, Nominated Adviser 
 & Broker to Electric Word) 
 Karri Vuori 
 Andrew Potts 
 James Greenwood 
 Ryan McCarthy                                         [phone] 
 
 

Important Notices

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

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Electric Word Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Electric Word Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction.

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. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

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

Disclosure requirements of the Code

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

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

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

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

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

Publication on website and availability of hard copies

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

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

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

This information is provided by RNS

The company news service from the London Stock Exchange

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July 28, 2017 09:49 ET (13:49 GMT)