TIDMARE
RNS Number : 8112X
Arena Events Group PLC
14 August 2018
14 August 2018
Arena Events Group plc
Proposed Placing; Acquisition of Stuart Rentals and TGP; and
Notice of General Meeting
Arena Events Group plc (AIM: ARE, "Arena", the "Company" or the
"Group"), is pleased to announce that it has conditionally raised
up to GBP20 million (before expenses) by way of a placing of up to
33,333,334 new Ordinary Shares at a price of 60 pence per share
(the "Placing"). The net proceeds of the Placing will be used to
fund the initial consideration due for the conditional acquisitions
of the business and assets of Stuart Rentals and, separately, the
entire issued share capital of TGP (the "Acquisitions").
Highlights:
-- The Acquisitions are being made in accordance with the Company's strategy of expanding its
geographical reach, extending its range of products and reducing
the impact of seasonality
-- Stuart Rentals
o is a California based supplier of under-the-tent rental
supplies, as well as tents, staging equipment and flooring. The
acquisition will provide Arena with an immediate entry point into
the west coast US market, bolstering the Group's existing Americas
national tenting business
o for the 12 months ended 31 December 2017, Stuart Rentals
achieved unaudited revenues of $14.6 million and EBITDA of $2.6
million
o initial consideration of $10.6 million, on a debt free basis,
(subject to adjustment for working capital) is payable in cash to
the vendors of Stuart Rentals, plus additional earn-out
consideration of up to a maximum of $6.4 million, subject to EBITDA
performance following Completion over the next 3 years
-- TGP
o is an exhibition stand design and build company based in
Dubai. The acquisition will offer diversification into exhibition
services and is profitable for at least 9 months per year, thus
improving the seasonal profile of the Group's Middle East
business
o for the 12 months ended 31 December 2017, TGP achieved
unaudited adjusted revenues of GBP13.4 million and EBITDA of GBP1.0
million
o initial consideration of $7.2 million is payable in cash to
the vendors of TGP, including the repayment of debt and working
capital, plus additional earn-out consideration of up to a maximum
of $10.7 million, subject to EBITDA performance following
Completion. Immediately after Completion, one of the vendors of TGP
will use $284,455 of its proceeds to subscribe for 364,685 new
Ordinary Shares at the Issue Price
-- Both Acquisitions are expected to be earnings enhancing in
the first full year post Completion
-- Initial consideration and associated expenses for both
Acquisitions will be satisfied by the Placing to raise gross
proceeds of up to GBP20 million
-- The Placing comprises the issue of up to 33,333,334 new
Ordinary Shares at a price of 60 pence per share
-- The Placing and the Acquisitions are conditional, inter alia,
on the passing by the Shareholders of certain Resolutions at a
General Meeting to be held on 4 September 2018 and the other
conditions set out in the Placing Agreement entered into between
Cenkos and the Company being satisfied
Greg Lawless, Chief Executive Officer of Arena commented:
"These acquisitions will significantly broaden our global
operations whilst complementing our existing product range and fit
our stated strategy of increasing our comprehensive suite of
products over a broader geographic reach. Stuart Rentals will allow
us to further penetrate the US event rental sector while TGP will
add another arm to the Group's Middle East business. These
acquisitions are designed to deliver top line revenue growth, an
improvement in EBITDA margins and will assist in reducing the
overall seasonality of the business.
We believe these acquisitions will create shareholder value over
the coming years.
We are delighted with the support that we have received from
existing and new shareholders and continue to look forward to the
future with confidence."
This announcement contains inside information.
Enquiries:
Arena Events Group plc
Greg Lawless (CEO)
Piers Wilson (CFO) +44(0)203 770 3838
Cenkos Securities (Nomad and Broker) +44(0)207 397 8900
Max Hartley (Corporate Finance)
Julian Morse (Sales)
Alma PR (Financial PR) +44(0)208 004 4217
Josh Royston / John Coles / Helena
Bogle
About Arena Events Group
Arena Events Group plc (www.arenagroup.com) is a provider of
temporary physical structures, seating, ice rinks, furniture and
interiors. The Group has operations across Europe, the US, the
Middle East and Asia, and current clients include Wimbledon Tennis,
The Open, PGA European Tour and Ryder Cup.
The Group services major sporting, outdoor and leisure events,
providing a managed solution from concept and design through to the
construction and integration of the final structure and interior.
Contracts range in size and complexity from a simple equipment
rental for a local outdoor event, to an integrated solution of
multiple structures and interiors for a major international
sporting event.
Introduction and Summary
The Company announces today that it has conditionally raised up
to GBP20 million (before expenses) by way of a placing of up to
33,333,334 new Ordinary Shares at a price of 60 pence per share.
The net proceeds of the Placing will be used to fund the initial
consideration due for the conditional acquisitions of the business
and assets of Stuart Rentals and, separately, the entire issued
share capital of TGP.
Stuart Rentals is a California based supplier of under-the-tent
rental equipment, as well as tents, staging equipment and flooring.
An initial consideration of $10.6 million, on a debt free basis,
(subject to adjustment for working capital) is payable in cash to
the vendors of Stuart Rentals, plus additional earn-out
consideration of up to a maximum of $6.4 million, subject to EBITDA
performance following Completion.
TGP is an exhibition stand design and build company based in
Dubai. Initial consideration of $7.2 million is payable in cash to
the vendors of TGP, including the repayment of debt and working
capital, plus additional earn-out consideration of up to a maximum
of $10.7 million, subject to EBITDA performance of TGP following
Completion. Immediately after Completion, one of the vendors of TGP
will use $284,455 of its proceeds to subscribe for 364,685 new
Ordinary Shares (the "Subscription Shares") at the Issue Price.
These acquisitions are being made in accordance with the
Company's strategy of expanding its geographical reach, extending
its range of products and reducing the impact of seasonality. Both
Acquisitions are expected to be earnings enhancing in the first
full year post Completion. Further details of the reasons for the
Placing, the use of proceeds and the Acquisitions are set out
below.
The Placing Shares have been conditionally placed with certain
institutional and other investors by Cenkos in accordance with the
terms and conditions of the Placing Agreement. The Placing and the
Acquisitions are conditional, inter alia, on the passing by the
Shareholders of the Resolutions at the General Meeting, including a
special resolution which, if passed, will give the Directors the
required authority to disapply statutory pre-emption rights in
respect of the allotment of the Placing Shares and the Subscription
Shares and the other conditions set out in the placing agreement
entered into between Cenkos and the Company being satisfied.
Subject to all relevant conditions being satisfied (or, if
applicable, waived), it is expected that the Placing Shares will be
admitted to trading, and dealings in the Placing Shares will
commence, on AIM on or around 5 September 2018 and the Subscription
Shares will be admitted to trading, and dealings in the
Subscription Shares will commence, on AIM shortly following the
completion of the acquisition of TGP.
Background to and reasons for the Acquisitions
The Group's strategic plan has four key components:
-- geographic expansion;
-- product extension;
-- reduction in seasonality; and
-- vertical integration.
This strategic plan is designed to deliver top line revenue
growth and improvement in EBITDA margins on a more consistent basis
throughout the year, that the Directors believe will continue to
create shareholder value over the coming years. These acquisitions
are being made in accordance with the Company's strategy of
expanding its geographical reach, extending its range of products
and reducing seasonality.
The proposed acquisition of Stuart Rentals will achieve
geographic expansion and product extension for the Group. It will
provide the Group with an immediate entry point into the west coast
US market and will bolster the Group's existing Americas national
tenting reach, thus allowing the servicing of national customers
across the entire North American continent on a more economic
basis.
The proposed acquisition of TGP will provide the Group with
product extension and a reduction in seasonality. TGP offers
diversification into exhibition services and is profitable for at
least 9 months per year, and would thus improve the seasonal
profile of the Group's Middle East business. The acquisition is
expected to generate synergies through the combination of TGP's
exhibition business and the Group's interiors business.
Information on the Acquisitions
Stuart Rentals Acquisition
Background information on Stuart Rentals
Stuart Rentals is a California based supplier of under-the-tent
rental equipment (such as tables, chairs, linen, cutlery, crockery
and glassware), as well as tents, staging equipment and flooring.
The business primarily operates across the Bay Area of San
Francisco, Oakland and San Jose, with its main HQ, warehouse and
sales office in Milpitas, San Jose. The business has approximately
240 employees (comprised of both salaried and hourly).
Stuart Rentals is owned and managed by Michael Berman (CEO) and
Andrew Sutton (Head of Sales), both of whom are expected to remain
with the business post Completion.
Financial information on Stuart Rentals
Stuart Rental's trading record for the two financial years ended
31 December 2016 and 31 December 2017, as well as the unaudited
Last Twelve Months ("LTM") ended 31 March 2018, is summarised
below:
Year ended Year ended LTM
31-Dec 31-Dec 31-Mar
2016 2017 2018
US$'000 US$'000 US$'000
----------- ----------- --------
Revenue 13,907 14,652 15,445
Gross profit 6,944 7,376 7,733
--------------- ----------- ----------- --------
EBITDA 2,568 2,561 2,625
EBITDA margin 18.5% 17.5% 17.0%
EBIT 1,752 1,539 1,611
EBIT margin 12.6% 10.5% 10.4%
Source: Stuart Rentals management accounts
In the year ended 31 December 2017, Stuart Rentals generated
profit before tax of $1.5 million and as at 31 December 2017 had
gross assets of $6.4 million.
Stuart Rentals currently delivers c. 50% of revenues from
under-the-tent products and services, with tenting currently
representing 45%. This focus on under-the-tent contributes to the
business having a large and diverse customer base (providing to
over >10,000 events per year), whilst also contributing to
strong EBITDA margin. The diverse customer base results in no one
customer contributing over 5% of total annual revenue.
Stuart Rentals has an EBITDA margin in excess of the current
Group's Americas business, and is expected to be earnings enhancing
to the Group following completion.
TGP Acquisition
Background information on TGP
TGP is an exhibition stand design and build company operating in
Dubai. The business operates out of a new head office and warehouse
(moved in to during 2017) in South Dubai, and employs approximately
140 people. Revenues are primarily generated in the United Arab
Emirates, however, the business does operate across the Middle East
region. Following the restrictions imposed on trade with Qatar, the
business has been unable to serve a key client in Qatar, Qatar
Airways, which impacted revenue and profit during 2017 and 2018 as
detailed below.
TGP, which was set up in 1995, is owned and managed by founders
Omar Rahman and Alex Maddock, with Alex Maddock remaining with TGP
post Completion.
Financial information on TGP
The trading record for the two financial years ended 31 December
2016 and 31 December 2017, as well as the unaudited Last Twelve
Months ("LTM") ended 31 May 2018, is summarised below:
Year ended Year ended LTM
31-Dec 31-Dec 31-May
2016 2017 2018
GBP'000 GBP'000 GBP'000
----------- ----------- --------
Revenue 12,205 13,384 13,193
Gross profit 4,472 4,550 4,477
EBITDA 713 1,012 1,143
EBITDA margin 5.8% 7.6% 8.7%
EBIT 428 716 809
EBIT margin 3.5% 5.3% 6.1%
Source: TGP management accounts with adjustments described
below.
US$ figures are converted at $1.32 to GBP
In the year ended 31 December 2017, TGP generated adjusted
profit before tax of GBP0.6 million and as at 31 December 2017 had
gross assets of GBP10.2 million.
The numbers presented above are on an adjusted basis, with the
principal adjustment representing the removal of Qatar Airways'
revenue and margin in both 2016 and 2017, which in 2017 (all in Q1)
represented revenue of GBP1.1 million and margin of GBP0.4 million.
Other adjustments are the inclusion of a CEO salary (currently paid
as dividends) and adjustment to reflect current rental costs
following the move into a new warehouse in 2017. On an adjusted
basis the business has delivered EBITDA growth from GBP0.7 million
in 2016 to GBP1.1 million in the LTM ended 31 May 2018.
TGP's core product offering is the design, build and
installation of exhibition stands and this represents over 50% of
revenues. The reliance on exhibition revenues has been reduced by
the growth in the graphics and signage division, which has grown
strongly in recent years.
Details of the Acquisitions
Stuart Rentals Acquisition
The Company's subsidiary, Arena Stuart Rentals, Inc., has
entered into the Stuart Rentals Acquisition Agreement for the
acquisition of the business, contracts and certain assumed
liabilities of Stuart Rentals for an initial cash consideration of
$10,570,000. The Stuart Rentals Acquisition Agreement is
conditional upon, amongst other things, the passing of the
Resolutions and the other conditions set out in the placing
agreement entered into between Cenkos and the Company being
satisfied. Subject to the satisfaction of these conditions,
Completion is expected to take place on 5 September 2018.
Consideration and Earn-out
The initial consideration payable under the Stuart Rentals
Acquisition Agreement is $10,570,000 to be satisfied in cash on
Completion and the assumption by Arena Stuart Rentals, Inc. of
certain assumed liabilities in respect of trade accounts payable
and on-going contracts. The initial consideration is subject to a
working capital adjustment, post completion if actual delivered
working capital is higher or lower than an agreed target.
The earn-out mechanism under the Stuart Rentals Acquisition (the
"Earn-out") provides for further consideration to be paid to the
Owners (on behalf of the Vendor) based on multiples of future
EBITDA of Arena Stuart Rentals, Inc. as if it were being operated
as a separated and independent corporation. The amount payable
under the Earn-out, subject to certain limitations, is a sum equal
to (i) 5.9 times ten per cent. (10%) of EBITDA for the periods 1
January 2018 to 31 December 2018, 1 January 2019 to 31 December
2019, and 1 January 2020 to 31 December 2020 (each an "Earn-Out
Period"). An unaudited statement setting out the calculation of the
Earn-Out for each Earn-Out Period shall be prepared within 90 days
of the end of the applicable Earn-Out Period. The Earn-out is
payable five (5) business days after being finally determined.
Maximum aggregate consideration payable over the Earn-Out Period
and including the initial consideration is up to $17.0 million in
cash.
Further Terms of the Stuart Rentals Acquisition
Completion of the Stuart Rentals Acquisition is conditional
upon, inter alia:
-- the passing of the Resolutions;
-- the Placing Agreement becoming unconditional in accordance
with its terms (other than in respect of Admission) and not having
been terminated;
-- the warranties and representations given by the Vendor and
the Owners being true and correct in all material respects; and
-- there not having been a material adverse effect on the
business, value of the purchased assets or the ability of the
Vendor to complete the transaction on a timely basis and perform
its obligations under the Stuart Rentals Acquisition Agreement,
prior to the long stop date of 30 September 2018.
The Vendor and the Owners have entered into certain business
conduct obligations, including an undertaking to conduct the
business in the ordinary course of business consistent with past
practice and use reasonable best efforts to maintain and preserve
intact its current business organisation, operations and franchise
and to preserve the rights, franchises, goodwill and relationships
of its employees, customers, lenders, suppliers, regulators and
others having relationships with the business.
The Vendor has provided customary fundamental and commercial
warranties to Arena Stuart Rentals, Inc., as at the date of the
Acquisition Agreement, which are also repeated as at
Completion.
Either party may elect to terminate the Stuart Rentals
Acquisition Agreement in the event that, inter alia, at any time
prior to Completion (i) there is a material breach of any of the
representations, warranties, agreement of covenants given by either
party to the other (so long as the terminating party is not itself
in breach of the Stuart Rentals Acquisition Agreement), (ii) any of
the conditions are not satisfied by the long stop date, or (iii)
any law has been enacted which will prevent any of the conditions
being satisfied by the long stop date or which would make the
transactions contemplated by the Stuart Rentals Acquisition
Agreement illegal or otherwise prohibited. The Vendor may terminate
the Stuart Rentals Acquisition Agreement in the event Completion
has not occurred by 30 September 2018.
TGP Acquisition
The Company and its subsidiary, AESG, have entered into the TGP
Acquisition Agreement for the acquisition of the entire issued
share capital of TGP. The TGP Acquisition Agreement is conditional
upon, amongst other things:
-- the passing of the Resolutions;
-- completion of a pre-sale reorganisation in accordance with
the TGP Acquisition Agreement which will require the approval of
governmental authorities; and
-- the Placing Agreement becoming unconditional in accordance
with its terms and not having been terminated.
Subject to the satisfaction of the conditions under the TGP
Acquisition Agreement, Completion is expected to take place prior
to the long stop date of 30 September 2018.
Consideration and Earn-out
The initial consideration payable under the TGP Acquisition
Agreement is $3.2 million, to be satisfied in cash on Completion of
the TGP Acquisition Agreement, plus the assumption of debt and
working capital liabilities estimated at $4 million. The
consideration has been agreed on the basis of a consolidated
balance sheet of TGP dated 31 May 2018 and is subject to adjustment
if and to the extent that there has been any return of value
outside of the ordinary course of business to the Vendors since
that date.
The earn-out mechanism under the TGP Acquisition (the
"Earn-out") provides for further consideration of up to a maximum
of $2.7 million to be paid in cash to one Vendor based on multiples
of TGP's actual earnings before interest, tax, depreciation and
amortisation ("Normalised EBITDA") for the period 1 January 2018 to
31 December 2018, provided that Normalised EBITDA exceeds
$1,500,000.
The second deferred consideration payable under the Earn-out is
a sum equal to: (i) five per cent (5%) of 5.4 times Normalised
EBITDA for the period 1 January 2018 to 31 December 2018, less long
term debt plus cash as at 31 December 2018; and (ii) ten per cent
(10%) of 5.4 times Normalised EBITDA, for the period 1 January 2019
to 31 December 2019, less long term debt plus cash as at 31
December 2019; and (iii) ten per cent (10%) of 5.4 times Normalised
EBITDA for the period 1 January 2020 to 31 December 2020, less long
term debt plus cash as at 31 December 2020; and (iv) ten per cent
(10%) of 5.4 times Normalised EBITDA for the period 1 January 2021
to 31 December 2021, less long term debt plus cash as at 31
December 2021. The second deferred consideration is payable 30 days
after the accounts for the relevant period are agreed. Maximum
aggregate consideration payable in respect of the second deferred
consideration is a maximum of $8 million in cash.
Further Terms of the TGP Acquisition
Completion of the Acquisition is conditional upon, inter alia,
those conditions as listed above.
The Vendors have entered into certain business conduct
obligations, including an undertaking to procure that the business
of TGP and its subsidiaries is conducted in the ordinary and usual
course and to take all such steps as are necessary to protect and
preserve the business and assets of TGP and its subsidiaries and to
maintain the business as a going concern with a view to a profit
pending Completion.
The Vendors have provided customary fundamental warranties to
AESG as to title and capacity on a several basis as well as certain
customary commercial warranties to AESG on a joint and several
basis, as at the date of the Acquisition Agreement, which are also
repeated as at Completion.
AESG may elect to terminate the TGP Acquisition Agreement in the
event that, inter alia, at any time prior to Completion (i) there
is a breach of any of the fundamental warranties, or a material
breach of any of the commercial warranties, given by the Vendors,
(ii) any event occurs which (in the reasonable opinion of AESG)
affects or is likely to affect materially and adversely the
financial position of TGP or any of its subsidiaries, or (iii)
there is a material breach of any of the business conduct
obligations given by the Vendors.
In the unlikely event that the TGP Acquisition does not
complete, the Company will use the funds for other accretive
acquisitions and general working capital.
Details of the Placing
The Company has conditionally raised gross proceeds of up to
GBP20 million by way of a placing of up to 33,333,334 new Ordinary
Shares at the Issue Price. The Placing Shares will represent
approximately 21.94 per cent. of the Enlarged Issued Share Capital
of the Company. The Issue Price represents a discount of 8.5 per
cent. to the volume weighted average price per Ordinary Share over
the last ten business days up to and including 13 August 2018
(being the latest practicable date prior to the publication of this
announcement).
Furthermore, the Directors intend to subscribe for such number
of Placing Shares as is equal to, in aggregate, approximately
GBP162,500 at a price per share to be agreed between the Company
and Cenkos but being no less than the Issue Price.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cenkos has
agreed to use reasonable endeavours to procure subscribers for the
Placing Shares at the Issue Price. The Placing has not been
underwritten by Cenkos.
The Placing is conditional, inter alia, on:
-- the passing of the Resolutions;
-- the Stuart Rentals Acquisition Agreement having completed (subject to Admission)
-- the conditions in the Placing Agreement being satisfied or
(if applicable) waived and the Placing Agreement not having been
terminated in accordance with its terms prior to Admission of the
Placing Shares; and
-- Admission of the Placing Shares becoming effective by no
later than 8.00 a.m. on 5 September 2018 (or such later time and/or
date, being no later than 8.00 a.m. on 30 September 2018 as the
Company and Cenkos may agree).
The Placing Agreement is not conditional upon the completion of
the TGP Acquisition Agreement.
The Placing Agreement contains customary warranties given by the
Company to Cenkos as to matters relating to the Group and its
business and a customary indemnity given by the Company to Cenkos
in respect of liabilities arising out of or in connection with the
Placing. Cenkos is entitled to terminate the Placing Agreement in
certain circumstances prior to Admission of the Placing Shares
including circumstances where any of the warranties are found not
to be true or accurate or were misleading in any respect or the
occurrence of certain force majeure events or a material adverse
change condition.
Settlement and dealings
The Placing Shares will be issued credited as fully paid and
will rank pari passu with the existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid in respect of Ordinary Shares after
Admission of the Placing Shares. The Placing Shares are not being
made available to the public and are not being offered or sold in
any jurisdiction where it would be unlawful to do so.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. On the assumption
that, inter alia, the Resolutions are passed, it is expected that
Admission of the Placing Shares will become effective on or around
5 September 2018.
Details of the Subscription
Following Completion of the TGP Acquisition, one of the Vendors
of TGP will use $284,455 of its sale proceeds to subscribe for the
Subscription Shares at the Issue Price. The Subscription Shares
will be issued credited as fully paid and will rank pari passu with
the existing Ordinary Shares in issue, including the right to
receive all dividends and other distributions declared, made or
paid in respect of Ordinary Shares after Completion. The
Subscription Shares will represent approximately 0.24 per cent. of
the Enlarged Issued Share Capital.
Application will be made to the London Stock Exchange for the
Subscription Shares to be admitted to trading on AIM. On the
assumption that, inter alia, the Resolutions are passed, it is
expected that Admission of the Subscription Shares will occur once
the TGP Acquisition completes.
Use of proceeds
The net proceeds of the Placing (after deduction of the costs
and expenses relating to the Placing) will be used by the Company
to satisfy the initial cash consideration payable on Completion
pursuant to the Acquisition Agreements (and other accretive
acquisitions in the unlikely event that the TGP Acquisition does
not complete) and for general working capital purposes.
Current trading and prospects
On 2 August 2018, the Company issued a trading update noting
that trading in the first half was in line with expectations with
the Company delivering a number of major global events for both new
and existing customers. The Company announces that the Company
continues to trade in line with market expectations.
PLACING AND ACQUISITION STATISTICS
Number of Ordinary Shares in issue at the date
of this announcement 118,212,814
Issue Price 60 pence
Number of Placing Shares Up to 33,333,334
Number of Subscription Shares 364,685
Enlarged Issued Share Capital Up to 151,910,833
Placing Shares as a percentage of the Enlarged
Issued Share Capital 21.9%
Estimated expenses of the Placing GBP970,000
Subscription Shares as a percentage of the Enlarged
Issued Share Capital 0.2%
Net proceeds of the Placing and Subscription GBP19 million
Market capitalisation of the Company at the Issue GBP91 million
Price immediately following Admission of the Placing
Shares and the Subscription Shares
Note: these figures assume that the Placing is fully
subscribed
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this announcement 14 August 2018
Publication of the circular 15 August 2018
Latest time and date for receipt of Forms 10 a.m. on 31 August
of Proxy 2018
General Meeting 10 a.m. on 4 September
2018
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Acquisition Agreements" the Stuart Rentals Acquisition Agreement
and the TGP Acquisition Agreement
"Acquisitions" the Stuart Rentals Acquisition and the
TGP Acquisition
"Act" the Companies Act 2006 (as amended)
"Admission" the admission of the Placing Shares and
the Subscription Shares, as the case may
be, to trading on AIM in accordance with
Rule 6 of the AIM Rules
"AESG" Arena Event Services Group Limited, a subsidiary
of the Company
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange from time to
time
"Board" or "Directors" the directors of the Company
"Business Day" a day on which banks are open for business
in London other than a Saturday or Sunday
"certificated" or a share or other security not held in uncertificated
"in certificated form" form (i.e. not in CREST)
"Closing Price" the closing middle market quotation of
an Ordinary Share as derived from the AIM
Appendix to the Daily Official List of
the London Stock Exchange
"Company" or "Arena" Arena Events Group plc
"Completion" completion of the relevant Acquisition
Agreement in accordance with its terms
"CREST" a relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) as amended from time
to time
"EBITDA" earnings before interest, taxes, depreciation
and amortization
"Enlarged Issued Share the issued share capital of the Company
Capital" immediately following Admission of the
Placing Shares and the Subscription Shares
"Form of Proxy" the enclosed form of proxy for use by Shareholders
in connection with the General Meeting
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"General Meeting" the general meeting of the Company convened
for 10 a.m. on 4 September 2018 at the
offices of Pinsent Masons LLP, 30 Crown
Place, Earl Street, London EC2A 4ES
"Group" the Company and its subsidiary undertakings
"Cenkos" Cenkos Securities plc, the Company's nominated
adviser and broker in connection with the
Placing and Admission
"Issue Price" the price of 60 pence per New Share
"London Stock Exchange" London Stock Exchange plc
"New Shares" the Placing Shares and the Subscription
Shares
"Ordinary Shares" ordinary shares of 1 pence each in the
share capital of the Company
"Owners" the shareholders of Stuart Rentals, being
Michael Berman and Andrew Sutton
"Placing" the proposed placing by Cenkos, as agent
on behalf of the Company of the Placing
Shares
"Placing Agreement" the conditional agreement between the Company
and Cenkos dated 14 August 2018 relating
to the Placing
"Placing Shares" up to 33,333,334 new Ordinary Shares conditionally
placed pursuant to the Placing with investors
that will be allotted subject to, inter
alia, the passing of the Resolutions and
Admission
"Resolutions" the resolutions to be proposed at the General
Meeting, as set out in the Notice of General
Meeting
"Shareholders" holders of Ordinary Shares
"Stuart Rentals" Ohana Partners Inc, d/b/a Stuart Event
Rentals
"Stuart Rentals Acquisition" the proposed acquisition by the Company's
subsidiary, Arena Stuart Rentals, Inc.,
pursuant to the terms of the Stuart Rentals
Acquisition Agreement
"Stuart Rentals Acquisition the conditional acquisition agreement entered
Agreement" into between Arena Stuart Rentals, Inc.
and Stuart Rentals dated 14 August 2018
in respect of the acquisition of the business
and assets of Stuart Rentals
"Subscription Shares" the 364,685 new Ordinary Shares to be allotted
and issued pursuant to the TGP Acquisition
Agreement completing, subject to, inter
alia, the passing of the Resolutions
"TGP" TGP Holdings Limited (a BVI company)
"TGP Acquisition" means the proposed acquisition by AESG
pursuant to the terms of the TGP Acquisition
Agreement
"TGP Acquisition Agreement" the conditional acquisition agreement entered
into between AESG, the Company, Mogul Investment
Holding Inc and CM2 Group Corporation dated
14 August 2018 in respect of the acquisition
of the entire issued share capital of TGP
"uncertificated" or recorded on the register of members of
"in uncertificated the Company as being held in uncertificated
form" form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
"United States" or the United States of America
"US"
"Vendors" the sellers pursuant to the relevant Acquisition
Agreement
In this announcement, references to "GBP", "pence" and "p" are
to the lawful currency of the United Kingdom and references to "$",
"dollar" and USD are to the lawful currency of the United
States.
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
MSCUSRBRWOAWAAR
(END) Dow Jones Newswires
August 14, 2018 13:30 ET (17:30 GMT)
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