Stadium Group PLC Court Sanction of the Scheme of Arrangement (2235L)

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RNS Number : 2235L

Stadium Group PLC

17 April 2018

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

FOR IMMEDIATE RELEASE

17 APRIL 2018

RECOMMENDED ACQUISITION

of

STADIUM GROUP PLC

("Stadium" or the "Company")

by

TT ELECTRONICS PLC

("TT")

Court Sanction of the Scheme of Arrangement (the "Scheme")

On 15 February 2018, the boards of TT and Stadium announced that they had reached agreement on the terms of a recommended acquisition, pursuant to which TT would acquire the entire issued and to be issued share capital of Stadium (the "Acquisition") which will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

A scheme document sent or otherwise made available to shareholders of Stadium (the "Scheme Document"), containing further information on the Scheme, was published on 15 March 2018. The Scheme and its implementation were approved on 9 April 2018 at the Court Meeting and the General Meeting.

The Board of Stadium is pleased to announce that, at a hearing held earlier today, the Scheme was sanctioned by the Court.

The Scheme remains subject to the delivery to the Registrar of Companies of the Court Order made at the Court Hearing to sanction the Scheme. The Scheme is expected to become effective on 18 April 2018 (the "Effective Date") and a further announcement will be made at that time.

The last day for dealings in, and for registrations of transfers, of Stadium Shares was 16 April 2018, and trading in the Stadium Shares on AIM has been suspended with effect from 7.30 a.m. this morning.

It is expected that, subject to the Scheme becoming effective, the cancellation of trading of the Stadium Shares on AIM will take place at 7.00 a.m. on 19 April 2018.

By 7.00 a.m. on the business day following the Effective Date, share certificates in respect of Stadium Shares will cease to be valid and entitlements to Stadium Shares held within the CREST system will be cancelled.

Capitalised terms in this announcement ("Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document.

END

 
 Enquiries: 
 Stadium Group plc                          Tel: +44 (0) 
                                             118 931 1199 
 
   Nick Brayshaw OBE, Chairman 
 N+1 Singer (Financial Adviser              Tel: +44 (0) 
  and Broker to Stadium)                     207 496 3000 
 
   Richard Lindley 
 
   James White 
 
 Walbrook PR (PR Adviser to Stadium) 
 Paul McManus                               Tel: +44 (0) 
                                             20 7933 8780 
 TT Electronics plc 
                                            Tel: [phone] 
   Richard Tyson, Chief Executive            825 300 
   Officer 
 
   Mark Hoad, Chief Financial Officer 
 
   Emma Darke, Head of Investor Relations 
   and Communications 
 Rothschild (Financial Adviser 
  to TT)                                      Tel: +44 (0)20 
                                              7280 5000 
 Neil Thwaites 
 Numis (Corporate Broker to TT) 
  Luke Bordewich                              Tel: +44 (0) 
  Michael Burke                               20 7260 1000 
 MHP (PR Adviser to TT)                     Tel: +44 (0)20 
                                             3128 8100 
 
   Tim Rowntree 
 Katie Hunt 
  Ivana Petkova 
 
 

Important notices

Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for Stadium as financial adviser and broker in relation to the matters referred to in this Announcement and for no one else. N+1 Singer will not be responsible to anyone other than Stadium for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any arrangement referred to herein. N+1 Singer has given, and not withdrawn, its consent to the inclusion in this Announcement of the references to its name and the advice it has given to Stadium in the form and context in which they appear.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to TT and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than TT for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither Rothschild, nor any of its 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 Rothschild in connection with this Announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting solely for TT as broker and for no one else in relation to the Acquisition, the content of this Announcement and other matters described in this Announcement, and will not be responsible to anyone other than TT for providing the protections afforded to the clients of Numis or for providing advice to any other person in relation to the Acquisition, the content of this Announcement or any other matters described in this Announcement.

This Announcement 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 subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange, the AIM Rules 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 of jurisdictions outside of the United Kingdom.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Stadium Shareholders in overseas jurisdictions are contained in the Scheme Document.

Publication on website and availability of hard copies

Pursuant to Rule 26.1 of the Code, a copy of this Announcement will be available on the website of Stadium at http://www.stadiumgroupplc.com/offer-for-stadium-group-plc/ by no later than 12 noon (London time) on the business day following the Announcement. For the avoidance of doubt, the content of this website is not incorporated by reference into, and does not form part of, this Announcement.

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement, free of charge. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be sent by the party which publishes it in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website publication, a hard copy of this Announcement will not be sent unless so requested, by contacting N+1 Singer, One Bartholomew Lane, London EC2N 2AX, or by telephone on 0207 496 3000 (from within the UK) or [phone] (from outside the UK). If requested, copies will be provided, free of charge, within two business days of the request.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

April 17, 2018 11:21 ET (15:21 GMT)