TIDMELE
RNS Number : 2301K
Electric Word PLC
05 July 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
5 July 2017
RECOMMED CASH ACQUISITION
of
Electric Word plc ("Electric Word")
by
Sport Business Acquisitions Limited ("Bidco")
Publication and posting of scheme document
On 27 June 2017, the Boards of directors of Electric Word and
Bidco announced that they had reached agreement on the terms of a
recommended cash acquisition ("Acquisition") under which Bidco
intends to acquire the entire issued and to be issued ordinary
share capital of Electric Word for 3.93 pence in cash. It was also
announced that the Acquisition would be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Act").
Further to that announcement, the Board of Electric Word is
pleased to announce that a scheme document relating to the
Acquisition (the "Scheme Document"), together with associated Forms
of Proxy, are today being published and posted to Electric Word
Shareholders. The Scheme Document contains, inter alia, the full
terms and conditions of the Scheme, an explanatory statement
pursuant to section 897 of the Act, notices of the required
meetings, the expected timetable of principal events and details of
the actions to be taken by Electric Word Shareholders.
As described in the Scheme Document, to become Effective, the
Scheme must, amongst other things, be approved at the Court
Meeting; a special resolution must be passed at the General
Meeting; and the Scheme must subsequently be sanctioned by the
Court. Both the Court Meeting and the General Meeting will be held
at the offices of Memery Crystal LLP at 44 Southampton Buildings,
London WC2A 1AP on 28 July 2017 with the Court Meeting to commence
at 11 a.m. and the General Meeting to commence at 11.15 a.m. (or as
soon thereafter as the Court Meeting is concluded or adjourned).
Notices of the Court Meeting and the General Meeting are set out in
the Scheme Document.
The Scheme Document, together with information incorporated into
it by reference to another source, and a copy of this announcement
will be available free of charge, subject to any applicable
restrictions relating to persons resident in Restricted
Jurisdictions, on the investor section of Electric Word's website
at www.electricwordplc.com and on Silva International's website, on
behalf of Bidco, at www.silvainternational.com during the course of
the Offer Period.
Subject to approval at the relevant Meetings, Court approval and
the satisfaction or waiver of the other conditions set out in the
Scheme Document, the Scheme is expected to become effective on or
around 4 August 2017.
Electric Word Shareholders should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
The expected timetable of principal events is attached as an
Appendix to this announcement.
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:
Silva International / Bidco +44 (0) 20 3866 9880
Roland Oakshett
Tony Pilch
BDO LLP (Financial Adviser to Bidco) +44 (0) 20 7486 5888
John Stephan
Susan Jarram
Electric Word plc +44 (0) 20 7265 4170
Julian Turner, Chief Executive
Panmure Gordon (Financial Adviser, Nominated Adviser
& Broker to Electric Word)
Karri Vuori
Andrew Potts
James Greenwood
Ryan McCarthy +44 (0) 20 7886 2500
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.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise. The
Acquisition is being made solely by means of the Scheme Document
which contains the full terms and Conditions of the Acquisition,
including details of how to vote at the Court Meeting and the
General Meeting. Any response to the Acquisition should be made
only on the basis of information contained in the Scheme Document.
Electric Word Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully once
received.
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.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date.
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. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Scheme Shares with respect to the Scheme at the Court
Meeting or with respect to the Special Resolution at the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting and/or General Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. 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. Any
Electric Word Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the
relevant jurisdiction without delay. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
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 and no person may vote in favour of
the Acquisition by any use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of 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.
Further details in relation to Electric Word Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
offeror(s), 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 p.m.
(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
securities exchange 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 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.
Provision of certain information
Please note that under Rule 2.11(c) of the Code, all addresses,
electronic addresses (if any) and certain other information
provided by the Electric Word Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Electric Word will upon request be provided to
Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code.
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 +44 (0)370 889 4061. 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates given are based on Electric Word's current
expectations and may be subject to change. All times shown are
London times unless otherwise stated.
Event Time and/or date
Latest time for receipt of
Forms of Proxy for:
11.00 a.m. on 26
* Court Meeting (BLUE form) July 2017[1]
11.15 a.m. on 26
* General Meeting (WHITE form) July 2017(1)
Voting Record Time for the 6.30 p.m. on 26
Court Meeting and General Meeting July 2017[2]
Court Meeting 11.00 a.m. on 28
July 2017
General Meeting 11.15 a.m. on 28
July 2017[3]
Scheme Court Hearing (to sanction 3 August 2017(4)
the Scheme)
Last day of dealings in, and 3 August 2017([4])
for registration of transfers
and disablement in CREST of,
Electric Word Shares
Scheme Record Time 6.00 p.m. on 3 August
2017(4)
Suspension of trading on AIM 7.30 a.m. on 4 August
of, and dealings, settlements 2017(4)
and transfers in, Electric
Word Shares
Expected Effective Date of 4 August 2017(4)
the Scheme
Cancellation of admission to 7 August 2017(4)
trading on AIM of, and cessation
of dealings in, Electric Word
Shares
Latest date of despatch of 18 August 2017[5]
cheques in respect of Scheme
Shares held in certificated
form and the settlement through
CREST of the cash consideration
payable for Scheme Shares held
in uncertificated form
Long Stop Date, being the date 27 September 2017
by which the Scheme must be
implemented
Notes:
[1] If the BLUE Form of Proxy for the Court Meeting is not
received, by 11.00 a.m. on 26 July 2017, it may be handed to
Electric Word's Registrar, on behalf of the Chairman
of the Court Meeting, or to the Chairman at the Court Meeting at
any time before the taking of the poll and still be valid. However,
the WHITE Form of Proxy for the General Meeting must be received by
11.15 a.m. on 26 July 2017 in order for it to be valid or, if the
General Meeting is adjourned, not later than 48 hours before the
time fixed for the holding of the adjourned meeting. WHITE Forms of
Proxy may NOT be handed to the Chairman of the General Meeting or
Electric Word's Registrars.
[2] If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.30 p.m. on the date which is two Business
Days before the date fixed for the adjourned meeting.
[3] The General Meeting will commence at 11.15 a.m. on 28 July
2017 or, if later, as soon thereafter as the Court Meeting has been
concluded or adjourned.
[4] The dates and times above are indicative only and will
depend on, among other things, the date on which: (i) the
Conditions are either satisfied or waived (to the extent
they are capable of being waived); (ii) the Court sanctions the
Scheme; and (iii) the copy of the Scheme Court Order is delivered
to the Registrar of Companies for registration. If any of the
expected dates change, Electric Word will give adequate notice of
any change by issuing an announcement through a regulatory
information service and may also post notice of the change to
Electric Word Shareholders.
[5] In any event, within 14 days of the Effective Date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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