TIDMARE
RNS Number : 9730X
Arena Leisure PLC
23 February 2012
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
23 February 2012
RECOMMENDED CASH OFFER
by
Aldersgate Investments Limited ("Aldersgate")
for
Arena Leisure plc ("Arena")
Voting process
The board of Arena notes the recent press coverage concerning
'boiler room scams' being used to target shareholders in UK
companies.
In light of this and the recommended cash offer made by
Aldersgate to acquire the entire issued and to be issued capital of
Arena not already owned by Aldersgate and persons acting in concert
with it, Shareholders are reminded of the following:
-- The Offer is being effected by way of a scheme of
arrangement.
-- The implementation of the Scheme will require the approval of
the Scheme by Scheme Shareholders at the Court Meeting on 7 March
2012 and the passing by Arena Shareholders of the Special
Resolution to be proposed at the General Meeting to be held
immediately after the Court Meeting.
-- Aldersgate and its concert parties are not entitled to vote
at the Court Meeting but have agreed to be bound by the terms of
the Scheme.
-- It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of Shareholder opinion.
-- Whether or not Shareholders propose to attend either or both
of the Shareholder Meetings in person, Shareholders are urged to
complete BOTH Forms of Proxy sent to them with the Scheme Document
in accordance with the instructions printed thereon and to return
them to Capita Registrars at PXS, 34 Beckenham Road, Beckenham, BR3
4TU as soon as possible and in any event by no later than:
-- 10.00 a.m. on 5 March 2012 in the case of the WHITE Form of Proxy for the Court Meeting; and
-- 10.15 a.m. on 5 March 2012 in the case of the BLUE Form of Proxy for the General Meeting,
or in the case of any adjournment, not later than 48 hours
before the time fixed for the adjourned meeting.
As an alternative to completing and returning the printed Forms
of Proxy, Shareholders may submit Forms of Proxy electronically, so
as to be received by Capita Registrars no later than the dates and
times specified above for printed Forms of Proxy, by logging on to
www.capitashareportal.com and following the instructions there.
-- Shareholders should be aware that Capita Registrars have been
appointed by Arena to make contact with Shareholders by telephone
to remind them of the above voting process. Accordingly,
Shareholders may have received, or may well receive in the next few
days, a call from Capita Registrars in this regard.
-- Subject to the Scheme becoming effective, settlement of the
Cash Consideration to which any holder of Scheme Shares is entitled
thereunder will be effected within 14 days of the Scheme Effective
Date.
-- If Shareholders have questions relating to the Scheme
Document, either of the Shareholder Meetings or the completion and
return of the Forms of Proxy, they should telephone Capita
Registrars on 0871 664 0321 from within the UK or on +44 20 8639
3399 if calling from outside the UK. Calls to the 0871 664 0321
number will be charged at 10 pence per minute (including VAT) plus
network extras, while calls from outside the UK will be charged at
international rates. The helpline cannot provide advice on the
merits of the Offer nor give any financial, legal or tax
advice.
Capitalised terms in this announcement have the same meanings as
set out in the Scheme Document.
Enquiries:
Arena
David Thorpe, Chairman
Mark Elliott, Chief Executive +44 20 7632
Tony Harris, Finance Director 2080
Investec Bank plc (Financial Adviser to Arena)
James Grace
James Rudd
Duncan Williamson +44 20 7597
Laurence Whyatt 5970
Altium Capital Limited (Corporate Broker to
Arena)
Ben Thorne +44 20 7484
Tim Richardson 4040
Aldersgate
Stephane Nahum (of Motcomb Estates Limited, +44 20 7802
representing Aldersgate) 5000
HSBC Bank plc (Financial Adviser and Corporate
Broker to Aldersgate)
David Barraclough
James Pincus +44 20 7991
Calvin Man 8888
Media Enquiries:
College Hill (PR Adviser to Arena)
Matthew Smallwood +44 20 7457
Justine Warren 2020
Luther Pendragon (PR Adviser to Aldersgate)
+44 20 7618
Charles Stewart Smith 9100
The Offer is made on the terms and subject to the conditions and
further terms set out in the Scheme Document and Forms of
Proxy.
Investec Bank plc, which is authorised and regulated in the UK
by the Financial Services Authority, is acting exclusively for
Arena and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than Arena
for providing the protections afforded to clients of Investec nor
for providing advice in connection with the Offer or any matter
referred to herein.
Altium Capital Limited, which is authorised and regulated in the
UK by the Financial Services Authority, is acting exclusively for
Arena and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than Arena
for providing the protections afforded to clients of Altium nor for
providing advice in connection with the Offer or any matter
referred to herein.
HSBC Bank plc, which is authorised and regulated in the UK by
the Financial Services Authority, is acting for Aldersgate and no
one else in connection with the Offer and this announcement and
will not be responsible to anyone other than Aldersgate for
providing the protections afforded to clients of HSBC Bank plc nor
for providing advice in connection with the Offer or any matter
referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy securities,
pursuant to the Offer or otherwise. The Offer will be made solely
by means of the Scheme Document, which contains the full terms and
conditions of the Offer, including details of how to vote in favour
of the Scheme. Arena and Aldersgate urge Arena Shareholders to read
the Scheme Document because it contains important information
relating to the Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the City 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 the United Kingdom.
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Aldersgate or required by the
City Code and permitted by applicable law and regulation, the Offer
will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and the Offer will not be capable of acceptance
from or within a Restricted Jurisdiction. Accordingly, copies of
this announcement and all documentation relating to the Offer must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction.
The availability of the Offer to Arena Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
Further details in relation to overseas Arena Shareholders are
contained in the Scheme Document.
Aldersgate reserves the right to elect, with the consent of the
Panel, to implement the Offer by way of a Takeover Offer. In such
event, the Takeover Offer will be implemented on substantially the
same terms, subject to appropriate amendments, as those which would
apply to the Offer.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, 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 pm (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 paper
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 Takeover 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 +44 (0)20 7638 0129 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
A copy of this announcement will be made available, free of
charge, subject to certain restrictions relating to persons in
Restricted Jurisdictions, on Arena's website at
www.arenaleisureplc.com/investor-information.html by no later than
12 noon (London time) on the Business Day following the date of
this announcment.
Neither the content of the website referred to in this
announcement nor the content of any website accessible from
hyperlinks on Arena's website (or any other website) is
incorporated into, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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