TIDMARE
RNS Number : 0962A
Arena Leisure PLC
26 March 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
26 March 2012
Recommended cash offer by Aldersgate Investments Limited
("Aldersgate") for Arena Leisure Plc ("Arena") to be effected by
means of a Scheme of Arrangement under Part 26 of the Companies Act
2006 (the "Scheme")
Office of Fair Trading Approval
Arena notes the announcement earlier today by the Office of Fair
Trading confirming that it does not propose to refer the proposed
acquisition of Arena by Aldersgate to the Competition Commission.
The condition to implementation of the Scheme relating to such
confirmation having been obtained has now been satisfied.
The Scheme remains subject to the satisfaction of certain other
conditions, such as the sanction of the Scheme by the Court, as
detailed in the document sent to Arena Shareholders dated 10
February 2012 (the "Scheme Document").
The Court hearing to sanction the Scheme is scheduled for 27
March 2012. The expected timetable for the implementation of the
Scheme is as follows:
Event Time and Date
Court hearing to sanction the 27 March 2012
Scheme
Scheme Record Time 6.00 p.m. on 28 March 2012
Suspension of listing of, and 7.30 a.m. on 29 March 2012
dealings in, Arena Shares
Capital Reduction Court Hearing 29 March 2012
Scheme Effective Date 30 March 2012
Cancellation of listing of By no later than 8.00 a.m.
Arena Shares on 2 April 2012
Latest date for despatch of Within 14 days of the Scheme
cheques and settlement through Effective Date
CREST
Long Stop Date 13 July 2012
Note: The above times and dates are indicative only and are
dependent on, amongst other things, the date on which the
Conditions are satisfied or (if capable of waiver) waived. If the
expected date of the Court hearing to sanction the Scheme or
confirm the Capital Reduction or any other key date is changed,
Arena will give notice of this change by issuing an announcement
through a Regulatory Information Service.
All references to times are London times unless otherwise
stated.
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 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.
Copies of this announcement are not being, and 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, and persons receiving
this announcement and all documents relating to the Offer
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Offer.
Further details in relation to overseas Arena Shareholders are
contained in the Scheme Document.
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, at 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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