TIDMSTR
RNS Number : 6367G
Stride Gaming PLC
24 July 2019
This statement replaces the Results of Shareholder Meetings
announcement released on 24 July at 14.47pm, to reflect the
addition of 'Stride' in the first sentence.
All other information remains unchanged. The correct version of
the announcement is below.
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
24 July 2019
RECOMMED CASH OFFER
for
STRIDE GAMING PLC ("STRIDE")
by
THE RANK GROUP PLC ("RANK")
RESULTS OF SHAREHOLDER MEETINGS
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").
The Board of Stride is pleased to announce that at the Court
Meeting and the General Meeting convened in relation to the
proposed Scheme held earlier today all the proposed resolutions
were duly passed by the requisite majorities. Full details of the
resolutions are set out in the notices of the Court Meeting and the
General Meeting contained in the circular to Stride Shareholders
dated 28 June 2019 (the "Scheme Document").
A summary of the voting results is set out below.
Court Meeting
At the Court Meeting, a majority in number of Stride Scheme
Shareholders, who voted (either in person or by proxy) and who
together represented over 75 per cent. by value of the votes cast,
voted in favour of the resolution to approve the Scheme and
accordingly, the resolution to approve the Scheme was duly passed
on a poll vote.
Result of the Court No. of votes Percentage of No. of Stride Percentage of Percentage of
Meeting votes (%) Scheme Stride Scheme eligible Stride
Shareholders who Shareholders who Scheme Shares
voted voted (%) voted (%)
FOR 59,558,417 100.00 27 96.43 78.57
------------- ------------------- ------------------- ------------------ -------------------
AGAINST 1,347 0.00 1 3.57 0.00
------------- ------------------- ------------------- ------------------ -------------------
TOTAL 59,559,764 100 28 100 78.57
------------- ------------------- ------------------- ------------------ -------------------
General Meeting
At the General Meeting, the special resolution for the purpose
of giving effect to the Scheme and associated amendments to the
articles of association of the Company was duly passed on a poll
vote, by the requisite majority. The results were as follows:
FOR AGAINST TOTAL WITHHELD*
No. of % of votes No. of % of votes No. of No. of
votes votes votes votes
----------- ----------- ------- ----------- ----------- ----------
Special
Resolution 59,558,417 100.00 1,347 0.00 59,559,764 0
----------- ----------- ------- ----------- ----------- ----------
As at 23 July 2019 there were 75,805,536 ordinary shares of
Stride in issue.
*A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Special Resolution.
Next Steps and Timetable
Completion of the Offer remains subject to the satisfaction or,
if applicable, waiver of the other Conditions set out in the Scheme
Document, including the Court sanctioning the Scheme at the Court
Hearing which is expected to follow after the satisfaction of
Condition 3(c) relating to UKGC approval. The expected timetable of
principal events for the implementation of the Scheme is set in the
Scheme Document. Subject to the Court sanctioning the Scheme and
the satisfaction or waiver of the other conditions, the Scheme is
expected to become Effective early in the fourth quarter of
2019.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
Enquiries:
Stride
+44 (0) 20 7284
Eitan Boyd - Chief Executive Officer 6080
Ronen Kannor - Chief Financial Officer
Investec (Sole Financial Adviser, Nominated
Adviser and Broker to Stride)
+44 (0) 20 7597
Chris Treneman 5970
Edward Thomas
David Anderson
Dan Oldham
Hudson Sandler (PR Adviser to Stride)
+44 (0) 20 7796
Alex Brennan 4133
Bertie Berger
Rank
+44 (0) 1628 504
John O'Reilly - Chief Executive Officer 303
Bill Floydd - Chief Financial Officer
Sarah Powell - Investor Relations
Evercore (Financial Adviser to Rank)
+44 (0) 20 7653
Edward Banks 6000
Julien Baril
FTI Consulting LLP (PR Adviser to Rank)
+44 (0) 20 3727
Edward Bridges 1067
+44 (0) 20 3727
Alex Beagley 1045
Peel Hunt (Corporate Broker to Rank)
+44 (0) 20 7418
Dan Webster 8900
Goodbody (Corporate Broker to Rank)
+44 (0) 20 3841
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 +44 371 664 0300. 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 rns@lseg.com or visit www.rns.com.
END
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