TIDMTEG
RNS Number : 6228A
Ten Entertainment Group PLC
23 January 2024
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 OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
23 January 2024
RECOMMED CASH OFFER
for
Ten Entertainment Group plc
by
Neon Buyer Limited
(a newly formed company indirectly owned by investment funds
advised by Trive Capital Partners LP)
to be implemented by means of a scheme of arrangement under Part
26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
On 6 December 2023, the boards of directors of Ten Entertainment
Group plc ("TEG") and Neon Buyer Limited ("Bidco") announced they
had reached agreement on the terms and conditions of a recommended
cash acquisition by Bidco of the entire issued and to be issued
ordinary share capital of TEG (the "Acquisition"). The Acquisition
is to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Act")
(the "Scheme").
The circular in relation to the Scheme, including full details
of the Acquisition, was published on 19 December 2023 (the "Scheme
Document"). On 22 December 2023, an announcement was released by
TEG to update the Voting Record Time and the timing of the Court
Meeting (the "Updated Timetable Announcement").
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document. All references to times in this announcement are to
London, United Kingdom.
On 11 January 2024, the requisite majority of Scheme
Shareholders voted to approve the Scheme at the Court Meeting and
the requisite majority of TEG Shareholders voted to pass the
Resolution to implement the Scheme, including: (a) the amendment of
TEG's Articles; and (b) the re-registration of TEG as a private
limited company conditional on the Scheme becoming Effective , at
the General Meeting.
On 19 January 2024, TEG announced that the Court had sanctioned
the Scheme at the Sanction Hearing held earlier on the same
date.
TEG and Bidco are pleased to announce that, following the
delivery of a copy of the Court Order (together with a copy of the
Scheme and all documents required to be annexed thereto) to the
Registrar of Companies, the Scheme has today become Effective in
accordance with its terms and, pursuant to the Scheme, the entire
issued share capital of TEG is now owned by Bidco.
Suspension and cancellation of admission to listing and trading
of TEG Shares
As previously announced, applications were made for t he
suspension, and subsequent cancellation of listing of TEG Shares on
the Official List and the admission of TEG Shares to trading on the
London Stock Exchange's Main Market, and therefore dealings in TEG
Shares were suspended with effect from 7.30 a.m. this morning, 23
January 2024. As a result of the Scheme having become Effective,
share certificates in respect of Scheme Shares have ceased to be
valid documents of title and entitlements to Scheme Shares held in
uncertificated form in CREST are being cancelled.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the cancellation of
the listing of TEG Shares from the Official List and for the
cancellation of the admission to trading of TEG Shares on the Main
Market, both of which are expected to take effect by 8.00 a.m. on
24 January 2024.
As a result of this announcement, TEG is no longer in an "Offer
Period" as defined in the Takeover Code and accordingly the dealing
disclosure requirements previously notified to investors no longer
apply.
Consideration and settlement
In accordance with the terms of the Scheme, a Scheme Shareholder
on the register of members of TEG at the Scheme Record Time, being
6.00 p.m. on 22 January 2024, will be entitled to receive 412.5
pence in cash for each Scheme Share held.
As set out in the Scheme Document, settlement of the
consideration to which any Scheme Shareholder is entitled will be
effected by way of electronic payment or the despatch of cheques or
the crediting of CREST accounts (for Scheme Shareholders holding
Scheme Shares in certificated form and in uncertificated form
respectively) as soon as practicable and in any event not later
than 14 days after the Effective Date , being 6 February 2024.
Board changes
As the Scheme has now become Effective, TEG duly announces that,
as of today's date, Adam Bellamy, Christopher Mills, Julie Sneddon,
Laura May and Sangita Shah have each tendered their resignation and
stepped down from the TEG Board. Graham Blackwell and Antony Smith
will remain as directors on the TEG Board.
Enquiries:
Trive
Conner Searcy
Shravan Thadani + 1 214 499 9722
Cavendish Capital Markets
Limited (Sole Financial Adviser
to Bidco and Trive)
Henrik Persson
Carl Holmes
Seamus Fricker
Fergus Sullivan
George Dollemore + 44 20 7220 0500
TEG + 44 1234 751 333
Graham Blackwell (Chief Executive investors@tegplc.co.uk
Officer)
Antony Smith (Chief Financial
Officer and Company Secretary)
Lazard & Co., Limited (Sole
Financial Adviser and Rule
3 Adviser to TEG)
Vasco Litchfield
Nicholas Page
Andrea Francisco
David Cartwright +44 20 7187 2000
Liberum Capital Limited (Sole
Corporate Broker to TEG)
Andrew Godber
Edward Thomas
Satbir Kler + 44 20 3100 2222
Instinctif Partners Ltd (Strategic
Reputation Adviser to TEG)
Matthew Smallwood +44 20 7457 2010
Justine Warren +44 20 7457 2005
Kirkland & Ellis International LLP is acting as legal
adviser to Trive and Bidco. Shoosmiths LLP is acting as legal
adviser to TEG.
Important Notices
Lazard, which is authorised and regulated in the United Kingdom
by the FCA, is acting as financial adviser to TEG and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than TEG for providing the protections afforded to
its clients nor for providing advice in relation to the
Acquisition, the contents of this announcement or any other matters
referred to in this announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement
contained herein, the Acquisition or otherwise. No representation
or warranty, express or implied, is made by Lazard as to the
contents of this announcement.
Cavendish, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser to Trive and
Bidco and for no one else in connection with the Acquisition and
will not be responsible to anyone other than Trive and Bidco for
providing the protections afforded to its clients nor for providing
advice in relation to the Acquisition, the contents of this
announcement or any other matters referred to in this announcement.
Neither Cavendish 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 Cavendish in connection with
this announcement, any statement contained herein, the Acquisition
or otherwise. No representation or warranty, express or implied, is
made by Cavendish as to the contents of this announcement.
Liberum, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as Sole Broker for TEG and
for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than TEG
for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this
announcement. Neither Liberum nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Liberum in
connection with the Acquisition, this announcement, any statement
contained herein or otherwise. No representation or warranty,
express or implied, is made by Liberum as to the contents of this
announcement.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an 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, nor shall
there be any sale, issuance or transfer of securities of TEG in any
jurisdiction in contravention of applicable law. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of an Offer,
the Offer Document), which contains the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote in respect of the Scheme or other
response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if
the Acquisition is implemented by way of an Offer, the Offer
Document).
This announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
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 forth in this announcement since such date.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Overseas shareholders
This announcement has been prepared in accordance with, and for
the purposes of complying with, English law, the Takeover Code, the
Market Abuse Regulation, the Disclosure Guidance and Transparency
Rules and the Listing Rules and 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 England.
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
law of any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements.
The availability of the Acquisition to TEG Shareholders who are
not resident in and citizens of the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their 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 to appoint another person as proxy
to vote at the Court Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
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. Further details in relation to Overseas Shareholders
are contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, in whole or in part,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Acquisition by any such use,
means, instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. 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 this announcement and all such documents
relating to the Acquisition (including, without limitation, agents,
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the 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, email or
other electronic transmission, telex 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
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
The Acquisition is subject to English law, the jurisdiction of
the Court, and the applicable requirements of the Takeover Code,
the Panel, the London Stock Exchange, the FCA, the Listing Rules
and the Registrar of Companies.
Additional information for US investors
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules or the proxy solicitation rules under the US Securities
Exchange Act of 1934. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer which is to be made into the United
States, such Offer would be made in compliance with applicable US
laws and regulations.
The financial information included in this announcement and the
Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the Offer Document) has been prepared in accordance with
generally accepted accounting standards applicable in the United
Kingdom and thus may not be comparable to the financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
US TEG Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the US and, that
such consequences, if any, are not described herein. TEG
Shareholders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this
transaction.
It may be difficult for US holders of TEG Shares to enforce
their rights and any claim arising out of the US federal laws,
since Bidco and TEG are located in a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of TEG shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's jurisdiction or judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Securities Exchange Act of 1934, Trive, its
nominees or their brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, TEG Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition becomes Effective, lapses or is
otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the
US Securities Exchange Act of 1934, Cavendish will continue to act
as an exempt principal trader in TEG Shares on the London Stock
Exchange. If such purchases or arrangements to purchase were to be
made, they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in
the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com .
Forward--looking statements
This announcement (including information incorporated by
reference into this announcement), statements made regarding the
Acquisition, and other information published by Bidco and TEG,
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and TEG about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this announcement
include statements with respect to the expected effects of the
Acquisition on Bidco and TEG (including their future prospects,
developments and strategies), the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "cost-saving", "intends", "target",
"aims", "anticipates", "continues", or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur, or be achieved. Forward
looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Bidco's, TEG's, any member of the Bidco Group's or any member of
the TEG Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of the global economic
conditions and governmental regulation on Bidco's, TEG's, any
member of the Bidco Group's or any member of the TEG Group's
business.
Although Bidco and TEG believe that the expectations reflected
in such forward-looking statements are reasonable, Bidco and TEG
can give no assurance that such expectations will prove to have
been correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
shareholder approvals and the satisfaction of other Conditions on
the proposed terms and schedule; changes in the global, political,
economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates;
changes in tax rates; future business combinations or disposals;
changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated
benefits of the Acquisition not being realised as a result of
changes in general economic and market conditions in the countries
in which Bidco and TEG operate; weak, volatile or illiquid capital
and/or credit markets; changes in tax rates, interest rate and
currency value fluctuations, the degree of competition in the
geographic and business areas in which Bidco and TEG operate; and
changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results
to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
Neither Bidco nor TEG nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on
these forward-looking statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, any
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
TEG Group, there may be additional changes to the TEG Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor TEG is under any obligation, and
Bidco and TEG expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Publication on website
In accordance with Rule 26 of the Takeover Code, a copy of this
announcement will be made available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on TEG's website at www.tegplc.co.uk by no later
than 12 noon (London time) on the first Business Day following the
date of this announcement.
For the avoidance of doubt, neither the content of TEG's
website, nor of any other website accessible from hyperlinks, are
incorporated by reference or form part of this announcement.
No profit forecasts, profit estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for TEG for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for TEG.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, TEG
Shareholders, persons with information rights and participants in
the TEG Share Plan may request a hard copy of this announcement by
contacting TEG's registrars, Computershare Investor Services plc
during business hours (8:30 a.m. to 5:30 p.m.) on +44 (0370) 889
4092 (if calling from outside of the UK, please ensure the country
code is used) or by submitting a request in writing to
Computershare Investor Services plc, The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY.
For any of such persons who receive a copy of this announcement
in electronic form, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by TEG Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from TEG may be provided to Bidco during the Offer
Period as required under Section 4 of Appendix 4 to the Takeover
Code to comply with Rule 2.11(c) of the Takeover Code.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOABGGDBBBDDGSX
(END) Dow Jones Newswires
January 23, 2024 05:13 ET (10:13 GMT)
Ten Entertainment (LSE:TEG)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
Ten Entertainment (LSE:TEG)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024
