TIDMARE
RNS Number : 3719A
Arena Events Group PLC
01 February 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR 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
1 February 2022
RECOMMED CASH ACQUISITION
OF
ARENA EVENTS GROUP PLC
BY
THETA BIDCO LIMITED
(a newly incorporated company directly or indirectly owned by
joint offerors IHC Industrial Holding LLC ("IHC") and Tasheel
Holding Group LLC ("Tasheel") (together, the "Consortium"))
Court Hearing Date and Cancellation of Admission Timetable
Further to the announcement made by Arena Events Group plc (the
"Company" or "Arena") on 28 January 2022 regarding the satisfaction
of the KSA regulatory condition for the Acquisition of Arena by the
Consortium, the Company hereby provides an update on the remaining
Conditions.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meaning as set out in the circular
published on 12 November 2021 in relation to the court-sanctioned
scheme of arrangement pursuant to Part 26 of the Companies Act (the
"Scheme" and the "Scheme Document").
Court Hearing and Cancellation of Admission
Completion of the Scheme remains subject to the satisfaction
(or, where applicable, waiver) of the remaining Conditions set out
in the Scheme Document, including the sanction of the Scheme by the
Court at the Court Hearing, and the delivery of a copy of the Court
Order to the Registrar of Companies thereafter.
A Court Hearing to sanction the Scheme has been scheduled for 22
February 2022.
Should the Court Sanction the Scheme, listing of Arena's shares
on AIM and dealings in Arena's Shares on the London Stock Exchange
are each expected to be suspended with effect from 7:30 a.m.
(London time) on 23 February 2022. Therefore, 22 February 2022 will
be the last day for dealings in, and for the registration of
transfers of, and disablement in CREST of, the Arena Shares and 24
February will be the day on which the admission to trading of Arena
Shares on AIM will be cancelled.
UK NS&I Condition
The Secretary of State has not issued a Public Interest
Intervention Notice (or a Special Public Interest Intervention
Notice) in relation to the Scheme, and, due to the entry into force
of the NS&I Act, no longer has the power to do so in relation
to the Scheme. The NS&I Act is now in force, but based on
Arena's activities the Scheme does not require clearance under the
mandatory notification provisions of the NS&I Act.
As at the date of this announcement, no call-in notice under the
NS&I Act has been issued and, if this is still the case
immediately prior to the Court Hearing, the Condition at paragraph
3(b) of Part Three of the Scheme Document to which the Acquisition
is subject will be waived by Bidco.
Expected Timetable to Cancellation of Arena Shares
Court Hearing 22 February 2022
Last day of Dealing in, 22 February 2022
or for registration of
transfers of, and disablement
in CREST of, Arena Shares
---------------------------------
Scheme Record Time Close of business on 22 February
2022
---------------------------------
Dealings in Arena Shares 7:30 a.m. on 23 February 2022
suspended
---------------------------------
Expected Effective Date 23 February 2022
of the Scheme
---------------------------------
Cancellation of admission By 7:00 a.m. on 24 February 2022
to trading of Arena Shares
on AIM
---------------------------------
Last date for despatch By 9 March 2022
of cheques and crediting
of CREST for Cash Consideration
due under the Scheme
---------------------------------
Long Stop Date 30 June 2022
---------------------------------
Enquiries:
Arena Events Group plc Via Alma
Greg Lawless (CEO)
Steve Trowbridge (CFO)
Cenkos Securities (Nomad and Broker)
Derrick Lee / Max Gould (Corporate
Finance)
Julian Morse (Sales) +44(0)207 397 8099
Alma PR (Financial PR)
Josh Royston, John Coles, Helena Bogle +44(0)203 405 0205
Important notices relating to financial advisers
Dean Street Advisers Limited ("Dean Street") is authorised and
regulated by the FCA in the United Kingdom and is acting as
financial adviser to Bidco and for no one else in connection with
the Acquisition and other matters referred to in this Announcement
and will not be responsible to anyone other than Bidco for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this
Announcement.
Cenkos Securities plc ("Cenkos") is authorised and regulated by
the FCA in the United Kingdom and is acting as financial adviser to
Arena and for no one else in connection with the Acquisition and
other matters referred to in this Announcement and will not be
responsible to anyone other than Arena for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. 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 will
contain the full terms and conditions of the Acquisition, including
details of what action is required from Arena Shareholders in
respect of the Acquisition. Any decision in respect of, or other
response to, the Acquisition should be made only on the basis of
the information 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 or prospectus
equivalent document.
Bidco reserves the right to elect to implement the Acquisition
by way of an Offer as an alternative to the Scheme (subject to the
Panel's consent). In such event, the Acquisition will be
implemented on substantially the same terms, so far as applicable,
as those which will apply to the Scheme, subject to appropriate
amendments to reflect, among other things, the change in method of
effecting the Acquisition (including, without limitation: (i) the
inclusion of an acceptance condition set at such percentage of the
Arena Shares to which such Offer relates as Bidco may, subject to
the rules of the Takeover Code and with the consent of the Panel,
decide; and (ii) those required by, or deemed appropriate by, Bidco
under applicable law). Further, if sufficient acceptances of such
Offer are received and/or sufficient Arena Shares are otherwise
acquired, it is the intention of Bidco to apply the provisions of
the Companies Act 2006 to acquire compulsorily any outstanding
Arena Shares to which such Offer relates.
Overseas Shareholders
This Announcement has been prepared in accordance with and for
the purpose of complying with the laws of England and Wales, the
Takeover Code, the Market Abuse Regulation, the AIM Rules and the
Disclosure Guidance and Transparency 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 England.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to Arena 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 and citizens of the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. 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.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, participation
in the Acquisition will not be made available, 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. 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, 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,
directly or indirectly, mail or otherwise forward, distribute or
send them in, 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, e-mail 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.
Notice to US investors in Arena
Arena Shareholders in the United States should note that the
Acquisition relates to the shares of an English company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, the laws of England and Wales.
Neither the proxy solicitation nor the tender offer rules under
the US Exchange Act will apply to the Scheme. Moreover, the Scheme
will be subject to the disclosure and procedural requirements and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future, Bidco
exercises the right to implement the Acquisition by way of an Offer
and determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United
States laws and regulations, including any applicable exemptions
under the US Exchange Act. Such an Offer would be made in the
United States by Bidco and no one else. In accordance with normal
United Kingdom practice and consistent with Rule 14e-5 under the US
Exchange Act, Bidco, certain affiliated companies and the nominees
or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Arena outside such Offer during
the period in which such Offer would remain open for acceptance. If
such purchases or arrangements to purchase were to be made they
would be made outside the United States either in the open market
at prevailing prices or in private transactions at negotiated
prices and would comply with applicable law, including, to the
extent applicable, the US Exchange Act. 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.
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 or will have been prepared in
accordance with generally accepted accounting principles of 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 GAAP"). US GAAP differs in
certain significant respects from accounting standards applicable
in the United Kingdom. None of the financial information in this
document has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards
of the Public Company Accounting Oversight Board (United
States).
Neither the Acquisition nor this Announcement have been approved
or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any other US
regulatory authority, nor have any such authorities passed upon or
determined the adequacy or accuracy of the information contained in
this Announcement or the merits of the Acquisition. Any
representation to the contrary is a criminal offence in the United
States.
The receipt of consideration by a US holder for the transfer of
its Arena Shares pursuant to the Acquisition may be a taxable
transaction for US federal income tax purposes and under applicable
US state and local, as well as non-US and other, tax laws. Each
Arena Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US
federal, state and local, as well as non-US and other, tax
laws.
It may be difficult for US holders of Arena Shares to enforce
their rights and any claim arising out of the US federal laws or to
enforce against them a judgment of a US court predicated upon the
securities laws of the United Kingdom, since Bidco and Arena are
incorporated in a non-US jurisdiction, and some or all of their
officers and directors may be residents of countries other than the
United States. US holders of Arena 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 judgement.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Arena
contain certain 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 Arena 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 relating to the expected effects of the
Acquisition on Bidco and Arena (including their future prospects,
developments and strategies), the expected timing and scope of the
Acquisition and other statements other than historical facts.
Forward-looking statements often, but not always, use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning or
derivatives thereof. These statements are based on assumptions and
assessments made by Arena and/or Bidco in light of their experience
and their perception of historical trends, current conditions,
future developments and other factors they believe appropriate. 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 and the factors
described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements and as such are qualified in their
entirety. Among the factors that could cause actual results to
differ materially from those described in the forward-looking
statements are changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
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
Arena's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Arena's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of Arena to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. These factors include changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or disposals. For a discussion of important
factors which could cause actual results to differ from
forward-looking statements in relation to Arena, refer to the
annual report and accounts of Arena for the financial year ended 31
March 2021.
No member of Arena, nor any of its associates, directors,
officers, employees 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.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place any reliance on these
forward-looking statements which speak only as at the date of this
Announcement. Neither Arena nor Bidco assumes any obligation to
update or correct the information contained in this Announcement
(whether as a result of new information, future events or
otherwise), except as required by applicable law.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one 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 Takeover Code, any person who is, or
becomes, interested in one 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, 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 Takeover 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.
Publication on a website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Arena's website at
https://arenagroup.com/investors/acquisition-of-arena-events-group-plc
and Bidco's website at
https://ihcuae.com/investor-relations/takeover.html 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
contents of these websites nor any website accessible from
hyperlinks is incorporated into or forms part of this
Announcement.
No profit forecasts, estimates or quantified benefits
statements
No statement in this Announcement is intended to constitute a
profit forecast, profit estimate or quantified benefits statement
for any period and no statement in this Announcement should be
interpreted to mean that the earnings or future earnings per share
of or dividends or future dividends per share of Arena for the
current or future financial years will necessarily match or exceed
the historical published earnings or earnings per share or
dividends per share of Arena.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Arena
Shareholders, persons with information rights and participants in
the Arena Share Plans may request a hard copy of this Announcement
by contacting Arena's registrars, Computershare Investor Services
(Ireland) Limited on +44 (0370) 702 0000. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Computershare Investor Services (Ireland) Limited is open
between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales; or (ii) by submitting a request in
writing to Computershare Investor Services (Ireland) Limited, 3100
Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland.
Please note that Computershare Investor Services (Ireland) Limited
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. For
persons who receive a copy of this Announcement in electronic form
or via a website notification, 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 Arena Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Arena may be provided to Bidco during the Offer
Period as required under Section 4 of Appendix 4 of the Takeover
Code to comply with Rule 2.11(c).
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END
SOASSLFMFEESESE
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February 01, 2022 11:06 ET (16:06 GMT)
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