Stride Gaming PLC COURT SANCTION OF SCHEME OF ARRANGEMENT (5734O)

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RNS Number : 5734O

Stride Gaming PLC

02 October 2019

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

02 October 2019

RECOMMENDED CASH OFFER

for

STRIDE GAMING PLC ("STRIDE")

by

THE RANK GROUP PLC ("RANK")

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 31 May 2019, the Directors of Stride announced that they had reached agreement on the terms of a recommended cash offer for Stride by Rank Digital Holdings Limited ("Rank BidCo"), a wholly-owned subsidiary undertaking of Rank, to be effected by means of a Court-sanctioned scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (the "Scheme"). On 24 July 2019, Stride announced that at the Court Meeting and the General Meeting convened in relation to the proposed Scheme, all the proposed resolutions were duly passed by the requisite majorities.

Stride and Rank are pleased to announce that the Scheme was sanctioned by the Court earlier today. The Scheme will become effective upon the Court order being delivered to the Registrar of Companies, which is expected to take place on 4 October 2019. Dealings in Stride Shares will be suspended with effect from 7.30 a.m. on 4 October 2019. Subject to the Scheme becoming effective, it is expected that the admission to trading of Stride Shares on AIM will be cancelled at 7.00 a.m. on 7 October 2019. A further announcement will be made when the Scheme has become effective.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The last day of dealings in, and registration of transfers of, Stride Shares on AIM is expected to be on 3 October 2019 and no transfers (other than the registration of the transfer of the Scheme Shares to Rank pursuant to the Scheme) will be registered after the Scheme Record Time, which is expected to be 6.00 p.m. on 3 October 2019. It is also intended that dealings in Stride Shares will be suspended at 7.30 a.m. on 4 October 2019. Stride has made an application to AIM for the cancellation of the admission to trading of Stride Shares on AIM, which is expected to take effect at 7.00 a.m. on 7 October 2019.

The following indicative timetable sets out the expected dates for implementation of the Scheme.

 
 Event                                       Time and/or date 
 Last day of dealings in, and for            03 October 2019 
  the registration of, transfers of 
  Stride Shares 
 Scheme Record Time                          6.00 p.m. on 03 October 
                                              2019 
 Suspension of dealings in and disablement   7.30 a.m. on 04 October 
  in CREST of Stride Shares                   2019 
 Effective Date of the Scheme                04 October 2019 
 Cancellation of admission to trading        7.00 a.m. on 07 October 
  of Stride Shares on AIM                     2019 
 Despatch of cheques/settlement through      By no later than 18 October 
  CREST and consideration payable             2019 
  under the Offer 
 

These times and dates are indicative only and will depend on the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Stride will give notice of the change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, send notice of the change(s) to Stride Shareholders and other persons with information rights and, for information only, to holders of options under the Stride LTIP.

Defined terms used but not defined in this announcement have the meaning given to them in the scheme circular sent to Stride Shareholders on 28 June 2019.

Enquiries:

 
 Stride 
                                                [phone] 
 Eitan Boyd - Chief Executive Officer            6080 
 Ronen Kannor - Chief Financial Officer 
 Investec (Sole Financial Adviser, Nominated 
  Adviser and Broker to Stride) 
                                                [phone] 
 Chris Treneman                                  5970 
 Edward Thomas 
 David Anderson 
 Dan Oldham 
 Hudson Sandler (PR Adviser to Stride) 
                                                [phone] 
 Alex Brennan                                    4133 
 Bertie Berger 
 Rank 
                                                [phone] 
 John O'Reilly - Chief Executive Officer         303 
 Bill Floydd - Chief Financial Officer 
 Sarah Powell - Investor Relations 
 
 Evercore (Financial Adviser to Rank) 
                                                [phone] 
 Edward Banks                                    6000 
 Julien Baril 
 
 FTI Consulting LLP (PR Adviser to Rank) 
                                                [phone] 
 Edward Bridges                                  1067 
                                                [phone] 
 Alex Beagley                                    1045 
 
 Peel Hunt (Corporate Broker to Rank) 
                                                [phone] 
 Dan Webster                                     8900 
 
 Goodbody (Corporate Broker to Rank) 
                                                [phone] 
 Charlotte Craigie                               6202 
 

IMPORTANT NOTICES

Important notices relating to financial advisers

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Stride and no one else in connection with the Offer and/or the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Stride for providing the protections afforded to the clients of Investec or for providing advice in connection with the Offer, the contents of this announcement or any matter or arrangement referred to herein. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with the Offer, for this announcement, any statement contained herein or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Rank and no one else in connection with the Offer, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Rank for providing the protections afforded to clients of Evercore, nor for providing advice in connection with the Offer or any matter or arrangement referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statue or otherwise) to any person who is not a client of Evercore in connection with the Offer or any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Rank and no one else in connection with the Offer, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Rank for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the Offer or any matter or arrangement referred to herein.

Goodbody Stockbrokers UC ("Goodbody"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Rank and no one else in connection with the Offer, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Rank for providing the protections afforded to clients of Goodbody or for providing advice in connection with the Offer or any matter or arrangement referred to herein.

Publication on a website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Stride's and Rank's websites at www.stridegaming.com and www.rank.com, respectively, by no later than 12.00 p.m. on the Business Day following this announcement. Neither the contents of Stride's website, nor those of Rank's website, nor those of any other website accessible from hyperlinks on either Stride's or Rank's website, are incorporated into or form part of this announcement

Request for hard copies

Stride Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Link Asset Services of 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling 0871 664 0300. Calls cost 12 pence per minute plus your phone company's access charge. If calling from outside the UK please call [phone]. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 9.00 am to 5.30 pm Monday to Friday excluding public holidays in England and Wales). It is important that you note that unless you make such 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 Offer should be in hard copy form.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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(END) Dow Jones Newswires

October 02, 2019 11:45 ET (15:45 GMT)