TIDMAVS

RNS Number : 9776P

Avesco Group PLC

23 November 2016

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

FOR IMMEDIATE RELEASE

23 November 2016

RECOMMED CASH ACQUISITION

of

Avesco Group plc

by

NEP Group, Inc.

(or a direct or indirect wholly-owned subsidiary of NEP Group, Inc.)

to be effected by means of

a Scheme of Arrangement under Part 26 of the Companies Act 2006

Publication and posting of Scheme Document

On 17 November 2016, Avesco and NEP announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued share capital of Avesco will be acquired by NEP or a NEP Subsidiary (the Acquisition). The Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the Scheme).

Avesco is today publishing a circular (the Scheme Document) to the holders of Avesco Shares, together with the associated Forms of Proxy. The Scheme Document contains, amongst other things, notices convening the Court Meeting and the Avesco General Meeting, the full terms and conditions of the Scheme, an Explanatory Statement pursuant to section 897 of the Companies Act, an expected timetable of principal events and details of the actions to be taken by Avesco Shareholders.

The expected timetable of principal events is attached as an Appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

To become effective, the Scheme will need to be approved by Scheme Shareholders at the Court Meeting and will require the passing of a special resolution by Avesco Shareholders at the Avesco General Meeting, as described in the Scheme Document.

The Court Meeting and the Avesco General Meeting will both be held at the offices of Avesco at Unit E2, Sussex Manor Business Park, Gatwick Road, Crawley, Sussex RH10 9NH on 16 December 2016. The Court Meeting will start at 11.00 a.m. and the Avesco General Meeting will start at 11.15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned). The Court Hearing to seek the Court's sanction of the Scheme will be held at the High Court of Justice of England and Wales in London. It is anticipated that this hearing will be held on 20 December 2016.

Holders of Avesco Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

The Scheme Document contains an update on current trading and prospects from the Avesco Directors, the text of which is also contained below:

"On 1 September 2016 Avesco published a trading update citing strong revenue growth at Creative Technology US and a very successful Olympics in Rio for Creative Technology UK such that results for the year ending 30 September 2016 would be ahead of the Board's previous expectations. Subsequently, on 30 September 2016, the Avesco Group sold the business and assets of its broadcast hire subsidiary, Presteigne, indicating that the net effect on the post-tax profits of the Avesco Group was expected to be broadly neutral.

In the first two months of the new financial year the Avesco Group as a whole has maintained the positive momentum of 2015/16 with results at Creative Technology US driving a trading performance ahead of budget."

The Scheme Document will today be made available on Avesco's website at http://www.avesco.com and NEP's website at http://www.nepinc.com and will be posted today to those Avesco Shareholders who have requested documents to be sent to them in hard copy form. Additional copies of the Scheme Document are available from the Company Secretary of Avesco who can be contacted during business hours on +44 (0) 1293 583 400 or by submitting a request in writing to the Company Secretary of Avesco at Avesco's offices Unit E2, Sussex Manor Business Park, Gatwick Road, Crawley RH10 9NH.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

Enquiries

 
 EY (Financial Adviser to Avesco) 
  Justin Prichard                      +44 (0)20 7951 
  Julie Green                          2000 
 finnCap (Rule 3 Adviser to 
  Avesco) 
  Julian Blunt                         +44 (0)20 7220 
  James Thompson                       0500 
 Camarco (PR Advisers to Avesco) 
  Hazel Stevenson                     +44 (0) 20 3757 
  Billy Clegg                          4989 
 NEP 
  Kevin Rabbitt, Chief Executive 
  Officer 
  Gerry Delon, Chief Financial 
  Officer                              +1 800 444 0054 
 Barclays Bank PLC, acting through 
  its Investment Bank (Financial 
  Adviser to NEP) 
  Scott Wisniewski                     +44 (0)20 7623 
  James Colburn                        2323 
 

Further information

This announcement 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 Avesco in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. 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.

EY, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Avesco in connection with the Acquisition and will not be acting for any other person or otherwise be responsible to any other person for providing the protections afforded to customers of EY. EY accordingly disclaims to the fullest extent permissible by law all and any liability to any person who is not a client of EY whether in tort, contract or otherwise.

finnCap, which is authorised and regulated by the FCA, is acting exclusively for Avesco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Avesco for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for NEP and no one else in connection with the Acquisition and will not be responsible to anyone other than NEP for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

Overseas jurisdictions

The availability of the Acquisition to Avesco Shareholders who are not resident in and citizens of the UK 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 UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. 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. This announcement has been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Copies of this announcement and the formal documentation relating to the Scheme and the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

US Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If NEP exercises its right to implement the Acquisition of the Avesco Shares by way of a takeover offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Avesco Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Avesco is located outside the US, and some or all of its officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, NEP or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Avesco Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. In addition, in accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Avesco securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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 website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on NEP's website at http://www.nepinc.com and Avesco's website at http://www.avesco.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement by contacting the Company Secretary of Avesco during business hours on +44 (0) 1293 583 400 or by submitting a request in writing to the Company Secretary of Avesco at Unit E2, Sussex Manor Business Park, Gatwick Road, Crawley RH10 9NH. 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. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

APPIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Acquisition:

 
 Event                                                                             Expected time/date(1) 
--------------------------------------------------------------------------------  ------------------------------------ 
 Latest time for lodging Forms of Proxy for the: 
--------------------------------------------------------------------------------  ------------------------------------ 
  -- Court Meeting (BLUE form)                                                     11.00 a.m. on 14 December 2016(2) 
--------------------------------------------------------------------------------  ------------------------------------ 
  -- Avesco General Meeting (WHITE form)                                           11.15 a.m. on 14 December 2016(3) 
--------------------------------------------------------------------------------  ------------------------------------ 
 Scheme Voting Record Time                                                         6.00 p.m. on 14 December 2016(4) 
--------------------------------------------------------------------------------  ------------------------------------ 
 Court Meeting                                                                     11.00 a.m. on 16 December 2016 
--------------------------------------------------------------------------------  ------------------------------------ 
 Avesco General Meeting                                                            11.15 a.m. on 16 December 2016(5) 
--------------------------------------------------------------------------------  ------------------------------------ 
 Last day of dealings in, and for registration of transfers of, and disablement    20 December 2016(6) 
 in CREST of, 
 Avesco Shares 
--------------------------------------------------------------------------------  ------------------------------------ 
 Court Hearing to sanction the Scheme                                              20 December 2016 
--------------------------------------------------------------------------------  ------------------------------------ 
 Scheme Record Time                                                                6.00 p.m. on 20 December 2016(6) 
--------------------------------------------------------------------------------  ------------------------------------ 
 Suspension of dealings in Avesco Shares                                           by 7.30 a.m. on 21 December 2016(6) 
--------------------------------------------------------------------------------  ------------------------------------ 
 Effective Date of the Scheme                                                      21 December 2016(6) 
--------------------------------------------------------------------------------  ------------------------------------ 
 Cancellation of admission of Avesco Shares to trading on the AIM market of        7.00 a.m. on 23 December 2016(6) 
 London Stock Exchange 
--------------------------------------------------------------------------------  ------------------------------------ 
 Latest date for despatch of cheques or for settlement through CREST               by 4 January 2017(6) 
--------------------------------------------------------------------------------  ------------------------------------ 
 Latest date by which Scheme must be implemented                                   1 March 2017(7) 
--------------------------------------------------------------------------------  ------------------------------------ 
 

Notes:

   (1)        All times set out in this timetable refer to London time unless otherwise stated. 

(2) It is requested that the BLUE Forms of Proxy for the Court Meeting be lodged by 11.00 a.m. on 14 December 2016 or, if the Court Meeting is adjourned, not later than 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK unless otherwise announced). BLUE Forms of Proxy not so lodged may be handed to Capita Asset Services (on behalf of the chairman of the Court Meeting) before the start of the Court Meeting and will still be valid.

(3) WHITE Forms of Proxy for the Avesco General Meeting must be lodged by 11.15 a.m. on 14 December 2016 or, if the Avesco General Meeting is adjourned, not later than 48 hours prior to the time appointed for the Avesco General Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK unless otherwise announced).

(4) If either the Court Meeting or the Avesco General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day falling two Business Days before the date of the adjourned meeting.

   (5)        Or as soon thereafter as the Court Meeting shall have concluded. 

(6) These times and dates are indicative only and will depend on, among other things, the dates upon which (a) the Court sanctions the Scheme; and (b) the Conditions are satisfied or (where applicable) waived.

(7) The latest date by which the Scheme must be implemented may be extended by agreement between Avesco and NEP with the prior consent of the Panel and (if required) the approval of the Court.

To the extent any of the above expected dates or times change, Avesco will give notice of any such changes and details of the revised dates and/or times to Avesco Shareholders by issuing an announcement through a Regulatory Information Service.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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November 23, 2016 10:20 ET (15:20 GMT)

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