Electric Word PLC Scheme of Arrangement becomes Effective (1568N)

TIDMELE

RNS Number : 1568N

Electric Word PLC

04 August 2017

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

4 August 2017

RECOMMENDED 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

Scheme of Arrangement becomes Effective

The Boards of directors of Electric Word and Bidco are pleased to announce that the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in connection with the recommended cash acquisition by Bidco of the entire issued and to be issued share capital of Electric Word has now become Effective in accordance with its terms as set out in the Scheme document sent to Electric Word Shareholders on 5 July 2017 ("Scheme Document"). This follows the Court's sanction of the Scheme at the Scheme Court Hearing held on 3 August 2017.

Scheme Shareholders on Electric Word's register of members at the Scheme Record Time, being 6.00 p.m. (London time) on 3 August 2017, will receive the Offer Price of 3.93 pence in cash for each Scheme Share held. The despatch of cheques and the crediting of CREST accounts with cash consideration will occur within fourteen days of today, the Effective Date. Any amounts payable to Electric Word Shareholders which include fractions of 1 pence will be rounded down to the nearest whole penny and such fractional entitlements will be disregarded.

Cancellation of trading of Electric Word Shares

Trading in Electric Word Shares on the London Stock Exchange's AIM market was suspended with effect from 7.30 a.m. (London time) earlier today. An application has been made to the London Stock Exchange for the cancellation of trading of Electric Word Shares on AIM, which cancellation will take place by no later than 7.00 a.m. (London time) 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] 
Silva International / Bidco                            [phone] 
 
Roland Oakshett 
 Tony Pilch 
BDO LLP (Financial Adviser to Bidco)                   [phone] 
John Stephan 
 Susan Jarram 
 

Important Notices

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

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

Overseas jurisdictions

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

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.

Publication on website and availability of hard copies

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

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

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

This information is provided by RNS

The company news service from the London Stock Exchange

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August 04, 2017 05:47 ET (09:47 GMT)