TIDMRNK TIDMSTR
RNS Number : 7357A
Rank Group PLC
31 May 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
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
31 May 2019
RECOMMED CASH OFFER
for
STRIDE GAMING PLC ("STRIDE")
by
THE RANK GROUP PLC ("RANK")
to be effected by means of a court-sanctioned scheme of
arrangement
under Article 125 of the Companies (Jersey) Law 1991
Summary
-- The Rank Directors and the Stride Directors are pleased to
announce that they have reached agreement on the terms of a
recommended cash offer pursuant to which Rank BidCo, a wholly-owned
subsidiary of Rank, will acquire the entire issued and to be issued
ordinary share capital of Stride (the "Offer"). It is intended that
the Offer be effected by means of a court-sanctioned scheme of
arrangement under Article 125 of the Companies Law.
-- Under the terms of the Offer, Stride Shareholders will be entitled to receive:
151 pence in cash for each Stride Share
-- The Offer values the entire fully diluted share capital of
Stride at approximately GBP115.3 million and the Offer Price
represents a premium of approximately:
(i) 29 per cent. to the Closing Price per Stride Share of 118
pence on 30 May 2019 (being the last Business Day prior to the date
of this announcement);
(ii) 46 per cent. to the Closing Price per Stride Share of 104
pence on 8 February 2019 (being the last Business Day prior to the
commencement of the Offer Period); and
(iii) 48 per cent. to the six month average price per Stride
Share of 102 pence (being the average Closing Price for the six
month period ended on 8 February 2019 being the last Business Day
prior to the commencement of the Offer Period).
-- If any dividend, other distribution or return of capital is
proposed, declared, made, paid or becomes payable in respect of the
Stride Shares on or after the date of this announcement and before
the Effective Date, Rank BidCo reserves the right to reduce the
Offer Price by the amount of all or part of any such dividend,
other distribution or return of capital.
-- The Stride Directors, who have been so advised by Investec as
to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing advice to the Stride
Directors, Investec has taken into account the commercial
assessments of the Stride Directors. Investec is providing
independent financial advice to the Stride Directors for the
purposes of Rule 3.1 of the City Code.
-- Accordingly, the Stride Directors intend unanimously to
recommend that Stride Shareholders vote in favour of the Scheme at
the Court Meeting and the Special Resolution to be proposed at the
General Meeting as they have irrevocably undertaken to do in
respect of their own beneficial holdings of 120,435 Stride Shares
representing, in aggregate, approximately 0.2 per cent. of the
ordinary share capital of Stride in issue on 30 May 2019 (being the
latest practicable date prior to this announcement) and as have the
trustees of two trusts, the beneficiaries of whom are Stride
Directors and their family members, in respect of a total of
3,772,135 Stride Shares, representing approximately 5.0 per cent.
of the ordinary share capital of Stride in issue on 30 May 2019
(being the latest practicable date prior to this announcement).
-- Rank BidCo and Stride have also received irrevocable
undertakings from certain other shareholders to vote in favour of
the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting, in respect of a total of
42,222,095 Stride Shares, representing approximately 56 per cent.
of the ordinary share capital of Stride in issue on 30 May 2019
(being the latest practicable date prior to this announcement).
-- In aggregate, therefore, irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting have been received
in respect of a total of 46,114,665 Stride Shares, representing
approximately 61 per cent. of the ordinary share capital of Stride
in issue on 30 May 2019 (being the latest practicable date prior to
this announcement). Each of the irrevocable undertakings remains
binding in the event of a higher, or any other, offer for Stride.
Further details of these irrevocable undertakings are set out in
Appendix III to this announcement.
-- The acquisition of Stride will accelerate the transformation
of Rank and create one of the UK's leading online gaming
businesses. In particular, the combination will:
(i) Create a business with genuine scale and capability in the
digital market - The combined business will have pro forma digital
net gaming revenues of approximately GBP185 million, supported by a
strong proprietary technology platform. Stride will provide Rank
with an engine for digital growth, enabling Rank to move to a more
agile, customer centric, digital culture. The combined business
will be the number two player in UK online bingo with a market
share of approximately 18 per cent. and the number six player in UK
online gaming with a market share of approximately 4 per cent. It
will also be well positioned for international growth, leveraging
Rank's existing international presence.
(ii) Create a leading multi-channel operator in the UK - Stride
is an established scale player operating in a highly regulated
market with a portfolio of leading online bingo and casino brands
that are highly complementary to Rank's leading multi-channel bingo
and casino offerings. The combination is expected to enable Rank to
provide the combined customer base with a seamless and instant
journey across digital and retail gaming.
(iii) Improve Rank's performance and reduce costs through
migration to Stride's proprietary technology platform and in-house
ecosystem - By migrating Rank's existing online business onto
Stride's proprietary technology platform and operating ecosystem,
Rank expects to benefit from increased control and performance, as
well as significant identified cost savings. Having a proprietary
in-house technology platform will reduce the time required to take
new products to market, lead to faster revenue generation and lower
costs due to shorter build cycles. This control of product
development is expected to give Rank an improved competitive
position in online gaming.
(iv) Leverage complementary strengths, capabilities and
expertise - Stride's end-to-end data-driven CRM platform, digital
marketing and customer acquisition expertise and lifetime value
maximisation tools are all additive to Rank's existing digital
operations. Stride's business will also benefit from Rank's brands,
scale, retail gaming expertise, product management expertise and
compliance and governance processes.
(v) Strengthen Rank's management team - As part of the
acquisition, the senior leadership team of Stride including Eitan
Boyd and Darren Sims, currently Chief Executive Officer and Chief
Operating Officer of Stride respectively, have agreed to lead the
digital operations of the combined business and be responsible for
implementing the technology migration. Stride's management team are
highly experienced digital operators with a history of successfully
developing online gaming businesses.
(vi) Create significant value from strong synergies - Based on a
detailed analysis Rank believes that the combination will result in
at least GBP13 million of pre-tax recurring annual cost savings by
the third year following completion. These annual cost savings will
primarily arise from reduced technology costs, workforce
optimisation, lower marketing spend, reduced corporate overhead and
rationalisation of office space. In addition to the quantified cost
synergies, Rank also believes that the combination should generate
revenue synergies through cross-selling, implementation of agile
systems and marketing techniques, acceleration of its international
expansion through Stride's scalable and agile platform and the use
of Stride's brands and proprietary content to maximise the lifetime
value of customers.
(vii) Be materially earnings accretive for Rank once synergies
released - The acquisition of Stride is expected to be accretive to
Rank's earnings per share in the first year following
completion.
(viii) Continued financial flexibility - Rank expects the
Enlarged Entity to have pro forma net debt to pro forma adjusted
EBITDA of 1.0x. Rank expects the Enlarged Entity to have sufficient
financing resources to sustain Rank's existing dividend and to
pursue selective M&A supported by a rapid deleveraging
profile.
-- The Offer will be subject to the Conditions and further terms
set out in Appendix I to this announcement and to be set out in the
Scheme Document, which it is expected will be despatched to Stride
Shareholders as soon as is reasonably practicable and, in any
event, within 28 days of this announcement.
-- It is intended that the Offer will be implemented by means of
a court-sanctioned scheme of arrangement under Article 125 of the
Companies Law, further details of which are contained in the full
text of this announcement. Rank BidCo reserves the right to elect
to implement the Offer by way of a Takeover Offer, subject to the
Panel's consent. The Scheme Document will include full details of
the Scheme, together with notices of the Court Meeting and the
General Meeting and the expected timetable of the Scheme, and will
specify the actions to be taken by Stride Shareholders.
-- Subject to the satisfaction or (where applicable) waiver of
the Conditions, the Offer is expected to become effective during
the third quarter of 2019.
-- Commenting on the Offer, Nigel Payne, Chairman of Stride, said:
"Despite Stride's strong market position, ownership of its own
leading technology and excellent long term growth potential, the
Board recognises the scale of the mounting regulatory and fiscal
pressures which the UK gaming sector is facing. It is also
concerned that investor sentiment to Stride is likely to continue
to be negatively impacted by these external pressures for some
time.
Following the announcement of Stride's strategic review in
February 2019, Stride had approaches from a number of parties, in
addition to Rank. After extensive discussions, the Board concluded
that a combination with Rank has significant strategic logic and
its offer of 151p per share represents fair value for Stride
shareholders in the current environment. Accordingly the Board of
Stride is unanimously recommending Stride Shareholders to vote in
favour of the Offer."
-- Commenting on the Offer, John O'Reilly, Chief Executive Officer of Rank, said:
"We are pleased to make this offer for Stride, which is a very
complementary business to Rank. We have long been impressed with
the quality of the Stride management, technology and operations,
which, we believe, offer significant opportunities to create value
when combined with the Rank brands, customer-base and
infrastructure. The joining of our businesses will accelerate
delivery of Rank's Transformation Plan and create one of the UK's
leading online gaming businesses."
This summary should be read in conjunction with, and this is
subject to, the full text of this announcement.
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this announcement and to be set out in the
Scheme Document. Appendix II to this announcement contains further
details of the sources of information and bases of calculations set
out in this announcement, Appendix III contains a summary of the
irrevocable undertakings received by Rank BidCo and Stride
(including those irrevocable undertakings given by the Stride
Directors) and Appendix IV contains definitions of certain
expressions used in this summary and in this announcement.
Analyst call:
Rank will hold a webcast on 31 May 2019 at 9:30 a.m. to discuss
the Offer. This will be available on:
http://www.rank.com/en/investors/offer-for-stride-gaming-plc.html.
Enquiries:
Stride
Eitan Boyd - Chief Executive Officer
Ronen Kannor - Chief Financial Officer +44 (0) 20 7284 6080
Investec (Sole Financial Adviser, Nominated
Adviser and Broker to Stride)
Chris Treneman
Edward Thomas
David Anderson
Dan Oldham +44 (0) 20 7597 5970
Hudson Sandler (PR Adviser to Stride)
Alex Brennan
Bertie Berger +44 (0) 20 7796 4133
Rank
John O'Reilly - Chief Executive Officer
Bill Floydd - Chief Financial Officer
Sarah Powell - Investor Relations +44 1628 504 303
Evercore (Financial Adviser to Rank)
Edward Banks
Julien Baril +44 20 7653 6000
FTI Consulting LLP (PR Adviser to Rank)
Edward Bridges +44 20 3727 1067
Alex Beagley +44 20 3727 1045
Peel Hunt (Corporate Broker to Rank)
Dan Webster +44 20 7418 8900
Goodbody (Corporate Broker to Rank)
Charlotte Craigie +44 20 3841 6202
CMS Cameron McKenna Nabarro Olswang LLP and Mourant Ozannes are
retained as legal advisers to Rank. Pinsent Masons LLP and Carey
Olsen Jersey LLP are retained as legal advisers to Stride.
Important notices relating to financial advisers
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Rank and no one else in
connection with the Offer, the other matters referred to in this
announcement and the Scheme Document, and will not be responsible
to anyone other than Rank for providing the protections afforded to
clients of Evercore, nor for providing advice in connection with
the Offer or any matter or arrangement referred to herein. Neither
Evercore nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statue or otherwise) to any person who is not a client of Evercore
in connection with the Offer or any statement contained herein or
otherwise.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Stride and no one else in
connection with the Offer and/or the other matters referred to in
this announcement and the Scheme Document, and will not be
responsible to anyone other than Stride for providing the
protections afforded to the clients of Investec or for providing
advice in connection with the Offer, the contents of this
announcement or any matter or arrangement referred to herein.
Neither Investec nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Investec in connection with the Offer, for this announcement,
any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Rank and no one else in connection with the Offer,
the other matters referred to in this announcement and the Scheme
Document, and will not be responsible to anyone other than Rank for
providing the protections afforded to clients of Peel Hunt or for
providing advice in connection with the Offer or any matter or
arrangement referred to herein.
Goodbody Stockbrokers UC ("Goodbody"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Rank and no one else in connection with
the Offer, the other matters referred to in this announcement and
the Scheme Document, and will not be responsible to anyone other
than Rank for providing the protections afforded to clients of
Goodbody or for providing advice in connection with the Offer or
any matter or arrangement referred to herein.
Evercore, Investec, Peel Hunt and Goodbody have given and not
withdrawn their consent to the publication of this announcement
with the inclusion in it of the references to their respective
names and (where applicable) advice in the form and context in
which they appear.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities, pursuant to the Offer or otherwise in any jurisdiction
in which such offer is solicitation is unlawful. The Offer will be
made solely by means of the Scheme Document or any document by
which the Offer is made which will contain the full terms and
conditions of the Offer, including details of how to vote in
respect of the Scheme.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Any approval, decision or other response to the Offer should be
made only on the basis of the information in the Scheme Document
(or any document by which the Offer is made). Stride Shareholders
are strongly advised to read the formal documentation in relation
to the Offer once it has been despatched. It is expected that the
Scheme Document (including notices of the Meetings) together with
the relevant Forms of Proxy, will be posted to Stride Shareholders
as soon as is reasonably practicable and in any event within 28
days of this announcement.
Stride will prepare the Scheme Document to be distributed to
Stride Shareholders. Stride and Rank urge Stride Shareholders to
read the Scheme Document when it becomes available because it will
contain important information relating to the Offer.
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. Nothing contained in this announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of Stride or the Stride Group or Rank or the
Rank Group except where otherwise stated.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into, and the availability of the Offer to persons who are
residents, citizens or nationals of, certain jurisdictions other
than the United Kingdom or Jersey may be restricted by law and/or
regulation. Persons who are not resident in the United Kingdom or
Jersey or who are subject to the laws of any jurisdiction other
than the United Kingdom or Jersey should inform themselves of, and
observe, any applicable legal and regulatory requirements in that
jurisdiction. Any failure to comply with the restrictions may
constitute a violation of the securities laws and/or regulations of
any such jurisdiction. In particular, the ability of persons who
are not resident in the United Kingdom or Jersey to vote Stride
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
jurisdiction in which they are located. Further details in relation
to the Overseas Shareholders will be contained in the Scheme
Document. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful. This announcement has been prepared for the purposes
of complying with the laws of England and Wales, of Jersey, the
City Code and the AIM Rules 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 any
jurisdiction outside England and Wales and Jersey.
Unless otherwise determined by Rank or required by the City
Code, and permitted by applicable law and regulation, the Offer
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
Offer 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 all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. The Offer
(unless otherwise permitted by applicable law and regulation) will
not be made, directly or indirectly, in or into, or by the use of
the mails, or by any means of instrumentality (including without
limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facilities of a national securities
exchange of any Restricted Jurisdiction, and the Offer will not be
capable of acceptance from or within any Restricted
Jurisdiction.
Note to US Shareholders
US Shareholders should note that the transaction relates to the
securities of a Jersey company, is subject to UK and Jersey
procedural and disclosure requirements (which are different from
those of the US) and is proposed to be implemented under a scheme
of arrangement provided for under Jersey company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy rules under the US Exchange Act.
The financial information with respect to Rank and Stride included
in this announcement and the Scheme Document has been or will have
been prepared in accordance with IFRS 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 US. If Rank
exercises its right to implement the acquisition of Stride by way
of a Takeover Offer in lieu of the Scheme, such offer will be made
in compliance with applicable US tender offer regulations.
The receipt of cash pursuant to the Scheme by US Shareholders
(defined as shareholder who are U.S. persons as defined in the US
Internal Revenue Code) as consideration for the cancellation of
Stride 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 Stride
Shareholder (including US Shareholders) is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the transaction applicable to him.
Neither the SEC nor any securities commission of any state of
the United States has approved the transaction, passed upon the
fairness of the transaction or passed upon the adequacy or accuracy
of this document. Any representation to the contrary is a criminal
offence in the United States.
In accordance with normal UK and Jersey practices and pursuant
to Rule 14e-5(b) of the US Exchange Act, Rank or its nominees or
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Stride Shares outside
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. These purchases may 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 UK, will be reported to the Regulatory
Information Service of the London Stock Exchange and will be
available on the London Stock Exchange website at:
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
Forward looking statements
This announcement contains statements about Rank and Stride that
are or may be forward looking statements. All statements other than
statements of historical facts included in this announcement may be
forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements 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
Rank's or Stride's operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation on
Rank's or Stride's businesses.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Neither Rank,
Stride, Evercore, Investec, Peel Hunt or Goodbody, nor any of their
respective affiliates nor the directors, officers, members,
employees or advisers of any such person, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any such forward looking statements
will actually occur. Given these risks and uncertainties, no
reliance should be placed on forward looking statements.
Each forward looking statement speaks only as at the date of
this announcement. Rank, Stride, Evercore, Investec, Peel Hunt,
Goodbody and each of their respective affiliates, and the
directors, officers, members, employees and advisers of each such
person expressly disclaims any obligation to update any forward
looking or other statements contained herein, other than as
required by applicable law or the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
All forward looking statements contained in this announcement
and any subsequent oral or written forward looking statements
attributable to Rank, Stride, Evercore, Investec, Peel Hunt,
Goodbody or their respective affiliates or any of their respective
directors, officers, members, employees or advisers or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Should one or more of these risks
or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in this announcement.
No profit forecast or estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for any period. No statement in this
announcement should be interpreted to mean that earnings per Stride
Share or earnings per Rank Share for the current or future
financial years would necessarily match or exceed the historical
published earnings per Stride Share or earnings per Rank Share.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the 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 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(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 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.
Please be aware that addresses, electronic addresses and certain
information provided by Stride Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Stride may be provided to Rank during the Offer
Period as requested under Section 4 of Appendix 4 of the City Code
to comply with Rule 2.11(c).
Publication on a website
A copy of this announcement and the documents required to be
published pursuant to Rule 26 of the City Code will be available
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Rank's and Stride's
websites at www.rank.com and www.stridegaming.com, respectively, by
no later than 12.00 p.m. on the Business Day following this
announcement. Neither the contents of Rank's website, nor those of
Stride's website, nor those of any other website accessible from
hyperlinks on either Rank's or Stride's website, are incorporated
into or form part of this announcement.
Rounding
Certain figures in this announcement have been subject to
rounding adjustments. Accordingly, figures shown for the same
category in different tables may vary slightly and figures shown
and totals in certain tables may not be an authentic aggregation of
the figures that precede them.
Request for hard copies
Stride Shareholders may request a hard copy of this announcement
(and any information incorporated by reference in this
announcement) by writing to Link Asset Services of 34 Beckenham
Road, Beckenham, Kent, BR3 4TU or by calling 0871 664 0300. Calls
cost 12 pence per minute plus your phone company's access charge.
If calling from outside the UK please call +44 371 664 0300. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open 9.00 am to 5.30 pm Monday to
Friday excluding public holidays in England and Wales). It is
important that you note that unless you make such a request, a hard
copy of this announcement and any such information incorporated by
reference in it will not be sent to you. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Offer should be in hard copy form.
Rule 2.9 Requirement
In accordance with Rule 2.9 of the Code, Stride confirms that as
at the date of this announcement, it has in issue and admitted to
trading on AIM 75,805,536 ordinary shares of one pence each
(excluding ordinary shares held in treasury). The International
Securities Identification Number (ISIN) of the ordinary shares is
JE00BWT5X884.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
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
31 May 2019
RECOMMED CASH OFFER
for
STRIDE GAMING PLC ("STRIDE")
by
THE RANK GROUP PLC ("RANK")
to be effected by means of a court-sanction scheme of
arrangement
under Article 125 of the Companies (Jersey) Law 1991
1. Introduction
The Rank Directors and the Stride Directors are pleased to
announce that they have reached agreement on the terms of a
recommended cash offer pursuant to which Rank BidCo, a wholly-owned
subsidiary of Rank, will acquire the entire issued and to be issued
ordinary share capital of Stride. It is intended that the Offer be
effected by means of a court-sanctioned scheme of arrangement under
Article 125 of the Companies Law.
2. The Offer
Under the terms of the Offer, which will be subject to the
Conditions and further terms set out in Appendix I to this
announcement and to be set out in the Scheme Document, Stride
Shareholders will be entitled to receive:
151 pence in cash for each Stride Share
The Offer values the entire fully diluted share capital of
Stride at approximately GBP115.3 million and represents a premium
of approximately:
(i) 29 per cent. to the Closing Price per Stride Share of 118
pence on 30 May 2019 (being the last Business Day prior to the date
of this announcement);
(ii) 46 per cent. to the Closing Price per Stride Share of 104
pence on 8 February 2019 (being the last Business Day prior to the
commencement of the Offer Period); and
(iii) 48 per cent. to the six month average price per Stride
Share of 102 pence (being the average Closing Price for the six
month period ended on 8 February 2019 being the last Business Day
prior to the commencement of the Offer Period).
Based on Stride's net cash of GBP21.8 million, the Offer
represents an enterprise value of GBP93.4m.
It is expected that the Scheme Document will be published as
soon as is reasonably practicable and in any event within 28 days
of this announcement, that the Court Meeting and the General
Meeting will be held in late July 2019 and that the Scheme will
become effective during the third quarter of 2019.
If any dividend, other distribution or return of capital is
proposed, declared, made, paid or becomes payable in respect of the
Stride Shares on or after the date of this announcement and before
the Effective Date, Rank BidCo reserves the right to reduce the
Offer Price by the amount of all or part of any such dividend,
other distribution or return of capital.
3. Background to and Reasons for the Offer
The Rank Directors believe that the acquisition of Stride will
accelerate the transformation of Rank and create one of the UK's
leading online gaming businesses. In particular the combination
will:
Create a business with genuine scale and capability in the
digital market
The combined business will have pro forma digital net gaming
revenues of approximately GBP185 million, supported by a strong
proprietary technology platform. Stride will provide Rank with an
engine for digital growth, enabling Rank to move to a more agile,
customer centric, digital culture. The combined business will be
the number two player in UK online bingo with a market share of
approximately 18 per cent. and the number six player in UK online
gaming with a market share of approximately 4 per cent. It will
also be well positioned for international growth, leveraging Rank's
international presence.
Create a leading multi-channel operator in the UK
Stride is an established scale player operating in a highly
regulated market with a portfolio of leading online bingo and
casino brands that are highly complementary to Rank's leading
multi-channel bingo and casino offerings. The combination is
expected to enable Rank to provide the combined customer base with
a seamless and instant journey across digital and retail
gaming.
Improve Rank's performance and reduce costs through migration to
Stride's proprietary technology platform and in-house ecosystem
By migrating Rank's existing online business onto Stride's
proprietary technology platform and operating ecosystem, Rank
expects to benefit from increased control and performance, as well
as significant identified cost savings. Having a proprietary
in-house technology platform will reduce the time required to take
new products to market, lead to faster revenue generation and lower
costs due to shorter build cycles. This control of product
development is expected to give Rank an improved competitive
advantage in online gaming.
Leverage complementary strengths, capabilities and expertise
Stride's end-to-end data-driven CRM platform, digital marketing
and customer acquisition expertise and lifetime value maximisation
tools are all additive to Rank's existing digital operations.
Stride's business will also benefit from Rank's brands, scale,
retail gaming expertise, product management expertise and
compliance and governance processes.
Strengthen Rank's management team
As part of the acquisition, the senior leadership team of Stride
including Eitan Boyd and Darren Sims, currently Chief Executive
Officer and Chief Operating Officer of Stride respectively, have
agreed to lead the digital operations of the combined business and
be responsible for implementing the technology migration. Stride's
management team are highly experienced digital operators with a
history of successfully developing online gaming businesses.
Create significant value from strong synergies
Based on a detailed analysis Rank believes that the combination
will result in at least GBP13 million of pre-tax recurring annual
cost savings by the third year following completion.
These annual cost savings are expected to arise primarily
from:
Technology efficiencies
Stride's portfolio of proprietary technologies and strong
digital development and operational expertise will allow Rank to
migrate its current UK digital operations into the Stride
eco-system, leveraging Stride's platform, CRM and gaming tool sets
to drive substantial cost savings against Rank's current
arrangements with third party suppliers.
Workforce optimisation
Rank currently operates its UK digital businesses out of offices
in Gibraltar, Maidenhead and Sheffield. Stride currently operates
out of offices in London, the Channel Islands, Mauritius, South
Africa and Israel. Rank expects to optimise and reduce the current
footprint of the combined business and remove duplicate
headcount.
Marketing and other efficiencies
Rank expects to benefit in the near term from the ability to
leverage Stride's digital marketing expertise, including its
automated bonusing functionality, to better target promotions to
the Rank and Stride customer base, driving an increased return on
investment in terms of customer value as well as increased customer
loyalty.
Corporate and administrative efficiencies
Upon completion of the Acquisition, Rank will maintain its
existing corporate headquarters in Maidenhead, which will absorb
the management and administrative functions of Stride. This will
lead to a reduction in the Stride corporate headcount, alongside a
reduction in stand-alone corporate costs (audit, public and
investor relations, non-executive board etc.) currently incurred by
Stride as a result of the admission of its shares to trading on
AIM.
The Rank Group estimates one-off costs to deliver these annual
cost synergies equal to approximately 1.0x the expected pre-tax
cost savings. These one-off costs include retention, relocation,
redundancy costs, incentivisation of the combined management team
to lead the combined digital business and the costs to scale the
combined digital business IT architecture and infrastructure.
In addition to the quantified cost synergies, Rank also believes
that the combination will generate revenue synergies through the
actions outlined below:
-- cross-selling leading products between customer bases;
-- implementing Stride's customer relationship management and
back office systems to drive incremental revenues;
-- applying sophisticated marketing techniques to an expanded
customer base across a broader multi-channel offering;
-- leveraging Stride's development team and platform alongside
that operated by Rank's Bingosoft operations in Spain to enter new
regulated territories more rapidly than contemplated in Rank's
stand-alone plans, including the use of Stride's existing licences;
and
-- leveraging Stride's brands and proprietary content across the
Rank customer base to extend the lifetime value of customers.
Be materially earnings accretive for Rank once synergies
released
The acquisition of Stride is expected to be accretive to Rank's
earnings per share in the first year following completion.
Continued financial flexibility - Rank expects the Enlarged
Entity to have pro forma net debt to pro forma adjusted EBITDA of
1.0x. Rank expects the Enlarged Entity to have sufficient financing
resources to sustain Rank's existing dividend and to pursue
selective M&A supported by a rapid deleveraging profile.
4. Recommendation
The Stride Directors, who have been so advised by Investec,
consider the terms of the Offer to be fair and reasonable. Investec
is providing independent financial advice to the Stride Directors
for the purposes of Rule 3 of the City Code. In providing advice to
the Stride Directors, Investec has taken into account the
commercial assessments of the Stride Directors. Accordingly, the
Stride Directors intend unanimously to recommend that Stride
Shareholders vote in favour of the Scheme at the Court Meeting and
the Special Resolution to be proposed at the General Meeting as the
Stride Directors have irrevocably undertaken to do in respect of
their own beneficial holdings of 120,435 Stride Shares
representing, in aggregate, approximately 0.2 per cent. of the
ordinary share capital of Stride in issue on 30 May 2019 (being the
latest practicable date prior to this announcement) and as have the
trustees of two trusts, the beneficiaries of whom are Stride
Directors and their family members, in respect of a total of
3,772,135 Stride Shares, representing approximately 5.0 per cent.
of the ordinary share capital of Stride in issue on 30 May 2019
(being the latest practicable date prior to this announcement).
5. Background to and Reasons for the recommendation
Since its IPO in 2015, the Stride Group has demonstrated strong
operational progress. Over the same period and in common with all
UK operators, regulatory and fiscal pressures have mounted very
materially with a consequent adverse impact on investor sentiment
to the sector and to Stride in particular. Despite Stride's strong
market position, ownership of its own leading technology and long
term growth potential, the Stride Directors are concerned that
investor sentiment to Stride is likely to continue to be negatively
impacted by these external pressures for some time.
Against this backdrop, the Stride Directors announced in
February that it would review its strategy to maximise value for
Stride Shareholders, including, but not limited to, whether Stride
should be a participant in industry consolidation. Following this
announcement, Stride had approaches from a number of parties, in
addition to Rank.
After extensive discussions, the Stride Directors have concluded
that a combination with Rank has significant strategic logic and
its offer of 151p per Stride Share represents fair value for Stride
shareholders in the current environment. Accordingly the Stride
Directors are unanimously recommending Stride Shareholders to vote
in favour of the Offer.
6. Irrevocable Undertakings
Rank BidCo and Stride have received irrevocable undertakings
from each of the Stride Directors who hold shares, from the
trustees of two trusts, the beneficiaries of whom are Stride
Directors and their family members and from certain other Stride
Shareholders to vote in favour of the Scheme at the Court Meeting
and the Special Resolution to be proposed at the General Meeting,
in respect of a total of 46,114,665 Stride Shares, representing
approximately 61 per cent. of the ordinary share capital of Stride
in issue on 30 May 2019 (being the latest practicable date prior to
this announcement).
Each of these irrevocable undertakings remains binding in the
event of a higher, or any other, offer for Stride. Further details
of these irrevocable undertakings are set out in Appendix III to
this announcement.
7. Information on Rank and STRIDE
Rank
Rank is a leading European gaming business, based in the UK. Its
shares are admitted to the premium listing segment of the Official
List and to trading on the Main Market of the London Stock Exchange
(RNK.L). Its principal activities are the operation of bingo clubs
and casinos with complementary interactive gaming and bookmaking
services.
Rank's operations comprise:
-- Grosvenor Casinos - 55 casinos in Great Britain; 1 casino in
Belgium
-- Mecca Bingo - 85 bingo clubs in Great Britain
-- Enracha - 9 bingo clubs in Spain
-- branded UK websites including meccabingo.com and
grosvenorcasinos.com
-- branded Spanish websites including YoBingo.es and
Enracha.es
Rank's businesses receive approximately 15 million customer
visits per year and the Rank Group employs around 7,700 team
members.
For the year ended 30 June 2018, Rank generated gross gaming
revenues of GBP741 million and adjusted EBITDA of approximately
GBP120 million.
Stride
Stride, whose shares are admitted to trading on AIM, is a
leading online gaming operator. Stride operates a multi-branded
strategy, using a combination of its proprietary and licensed
software to provide an online gaming offering. Stride's real money
offering is presently focused on the UK market, where it is
licensed and only operates from the regulated jurisdictions of the
UK and Alderney. With a diverse portfolio of more than 150 brands,
Stride is the third largest online bingo operator in the UK and has
over 11 per cent. share of the UK online bingo landscape.
Stride provides B2B services licensing its proprietary platform;
the first B2B partnership with Aspers launching successfully in Q4
2017.
For the twelve months to 28 February 2019, Stride generated net
gaming revenues of GBP78.2 million and adjusted EBITDA of
approximately GBP14.3 million. Over the same period, Stride
generated 68 per cent. of net gaming revenues from its proprietary
business and 32 per cent. from its non-proprietary business. As of
28 February 2019, Stride had gross assets on its balance sheet of
GBP70.5m.
8. Management, Employees AND LOCATIONS
The Rank Directors believe that Rank and Stride have highly
complementary businesses with Stride's strengths in digital gaming
complementing Rank's well-established retail gaming operations and
brands. The Rank Directors value Stride's entrepreneurial culture,
its strong technological development capability and digital
marketing expertise, its low-cost, lean operating model, and its
dynamic and innovative management team.
Management
Following completion, Eitan Boyd and Darren Sims, currently the
Chief Executive Officer and Chief Operating Officer of Stride
respectively will assume the roles of Managing Director Digital and
Operations Director Digital for the Rank Group with day-to-day
responsibility for Rank's UK digital strategy. As such they will
lead the UK digital operations of the combined business and be
responsible for implementing the technology migration of Rank's
existing digital operations onto the Stride technology
platform.
The broader management team for the combined digital business is
expected to be drawn from both Rank and Stride and will be
identified in due course. Detailed discussions with the senior
management of both Rank and Stride will be held as soon as
practicable.
Each of the non-executive directors of Stride has agreed to
resign from the board of Stride conditional upon, and with effect
from, the Effective Date (or, in the event that the Offer is
implemented by way of a Takeover Offer, upon the Takeover Offer
becoming or being declared wholly unconditional).
Employees
Following completion of the Offer, the executive management will
aim to retain the best talent of Rank and Stride. The Rank
Directors recognise that, in order to achieve the expected benefits
of the combination, some operational and administrative
restructuring may be required and there will be some changes in the
day-to-day operations of the combined digital business.
The integration planning carried out to date has confirmed the
potential to reduce the duplication of roles, in particular as a
result of the overlap in central and support functions between Rank
and Stride, and the migration of Rank's existing digital operations
onto the Stride platform. This is expected to lead to a decrease in
the total headcount of the combined business. It is currently
expected that the total headcount of the combined business, being
approximately 8,000, will reduce by approximately 1.5 per cent.,
some of which would take place via natural attrition.
The detailed steps for the restructuring of the combined
business are however subject to further review and will be subject
to any required consultation with employees and/or their
representatives. It is expected that, where possible, Rank will
seek to reallocate staff from discontinued roles arising from the
restructuring to other appropriate new roles that may be created
from organic growth in the combined business.
Existing rights and pensions
Rank intends to safeguard the existing contractual and statutory
employment rights of the management and employees of Stride in
accordance with applicable law and does not envisage making any
material changes to the conditions of employment of the Stride
employees (other than as set out in section 9 below).
Rank does not envisage any material changes to current levels of
contribution to Stride's defined contribution pension scheme
arrangements (unless required to do so in order to comply with
applicable laws).
Headquarters, other locations and research and development
Upon completion of the acquisition, Rank will maintain its
existing corporate headquarters in Maidenhead, which will absorb
the management and administrative functions of Stride.
Rank expects that the key locations of the combined digital
business will be London and Mauritius, with a significant presence
maintained in the Channel Islands and Gibraltar, albeit at reduced
levels from those currently. A presence in Sheffield is also likely
to be maintained at a reduced level.
Rank does not envisage any change to the combined business's
other locations or the research and development functions of Stride
as a result of the Offer or any need to redeploy any of Stride's
fixed assets.
Although Rank intends that the existing digital operations of
Rank will be migrated onto the Stride technology platform, they
will continue to operate on the Bede platform during the migration
phase.
9. Arrangements Between Rank and Stride Management
Retention scheme for senior employees (the "Retention
Scheme")
Rank currently envisages putting in place retention arrangements
for certain senior employees of both Stride and Rank who are
regarded as key to the on-going success of the combined UK digital
business. The Retention Scheme will be designed to ensure there is
sufficient capability within the combined business team over the 24
months following completion of the Offer to deliver a successful
integration. Initially the Retention Scheme is expected to cover
approximately 30 individuals but this number may change as
integration planning continues.
Under the Retention Scheme, the relevant senior employees will
be entitled to a cash payment of up to 50 per cent. of their
current basic annual salary subject to their continued employment
with the combined business for up to 24 months after the Effective
Date (with reduced payments being made for early departure). Any
individual who exits the business ahead of their agreed retention
date will not receive any retention bonus and in no circumstances
will any individual receive more than 50 per cent. of their current
annual basic salary under these arrangements. The Retention Scheme
will cover both Stride and Rank individuals on the same basis.
The maximum amount payable under the Retention Scheme is
expected to be GBP1.6 million although this could increase if more
individuals are added in due course.
Incentive scheme for the senior executive team (the "Incentive
Scheme")
Rank is discussing a long term Incentive Scheme for the senior
executive team of the combined UK digital business. This is
expected to comprise Eitan Boyd and Darren Sims together with a
small number of other senior executives from Rank and Stride and
potentially new external hires.
These individuals will lead the UK digital operations of the
combined business and will be directly responsible for delivering
the combined digital business plan and target synergies. The
incentive arrangements will be designed to encourage them to
deliver on these objectives.
The terms of the Incentive Scheme have not been finalised but it
is envisaged that participants in the scheme will share in a bonus
pool based on the performance of the combined UK digital business
in the three financials years up to June 2022 (the "Plan
Period").
Under the Incentive Scheme, a target for the aggregate operating
profit of the combined UK digital business will be set for the
whole of the Plan Period (the "Target Operating Profit").
In the event that the actual operating profit of the combined UK
digital business in the Plan Period (the "Actual Operating Profit")
exceeds the Target Operating Profit, a bonus pool will be
established comprising:
-- 20 per cent. of the amount by which the Actual Operating
Profit exceeds the Target Operating Profit up to 111 per cent. of
the Target Operating Profit; and
-- 35 per cent. of amount by which the Actual Operating Profit
exceeds 111 per cent. of the Target Operating Profit.
If the Actual Operating Profit is below the Target Operating
Profit, then no bonus pool will be established.
The bonus pool will not be distributed until the end of the Plan
Period and any payment from the pool will be completed in line with
all other bonus payments of Rank and so will be made in December
2022.
The distribution of the bonus pool in December 2022 will be
based on a percentage allocation to individual participants that
will be agreed by the Remuneration Committee of Rank in
advance.
The total maximum amount of the bonus pool will be subject to an
appropriate cap to be agreed.
Participants in the Incentive Scheme will not participate in the
Retention Scheme set out above, but an amount of 100 per cent. of
current basic annual salary will (subject to continued employment)
be paid to Eitan Boyd and Darren Sims as a retention bonus, at the
end of the three year period, which will be off-set against any
bonus that is payable under the Incentive Scheme.
Service contracts
There is no proposal to align the reward packages of Stride and
Rank. Individuals within each organisation will remain on the same
terms and conditions as they are currently including bonus schemes
(with the exception of those specifics noted below).
With regards to Eitan Boyd and Darren Sims (current CEO and COO
of Stride, respectively), it has been proposed (and accepted in
principle) that their service contracts would be amended in line
with Rank's service contracts for its top executives.
Independent Advice
Investec, which is providing advice to Stride under Rule 3 of
the City Code, has advised Stride that it considers these
arrangements to be fair and reasonable.
Further details of all the arrangements set out above will be
provided in the Scheme Document.
10. Stride Share PLANS
The Offer will extend to options and awards granted under the
Stride Share Plans which are vested or exercisable prior to the
Scheme Record Time. Following publication of the Scheme Document,
participants in the Stride Share Plans will be contacted separately
regarding the effect of the Offer on their rights under the Stride
Share Plans. In accordance with Rule 15 of the City Code, Rank
BidCo will make appropriate proposals to those participants in due
course.
11. Financing
The cash consideration payable to Stride Shareholders is
expected to be satisfied through new debt, although Rank may elect
to satisfy a portion from its existing debt facilities and/or cash
resources.
Rank, Rank Group Finance and certain of its affiliates have
entered into a GBP128,125,000 Facility Agreement with National
Westminster Bank plc (as agent of the finance parties) to finance
the Offer. In respect of the Facility Agreement, Rank has agreed it
will not amend, waive or modify certain Conditions and certain
further terms contained in Appendix I to this announcement without
the consent of the Majority Lenders (as defined in the Facility
Agreement).
Rank Group Finance will on-lend the cash drawn under the
Facility Agreement to Rank BidCo though intercompany loan
arrangements.
Evercore, financial adviser to Rank BidCo, is satisfied that
sufficient cash resources are available to Rank BidCo to enable it
to satisfy in full the cash consideration payable to Stride
Shareholders under the terms of the Offer.
Further information on the financing of the Offer will be set
out in the Scheme Document.
12. Offer-Related Arrangements
Stride and Rank entered into a confidentiality agreement on 6
April 2019 pursuant to which Rank has undertaken, amongst other
things to (a) keep confidential information relating to Stride and
not to disclose it to third parties (other than to specified
permitted persons) unless required by law or regulation, and (b)
use the confidential information for the sole purpose of
considering evaluating advising on or furthering the potential
Offer.
13. Opening Position Disclosures and Interests
Rank BidCo confirms that it is making on the date of this
announcement an Opening Position Disclosure, setting out the
details required to be disclosed by it under Rule 8.1(a) of the
Code. The Opening Position Disclosure will not include all relevant
details in respect of Rank BidCo's concert parties and Rank BidCo
confirms that a further disclosure in accordance with Rule 8.1(a)
and Note 2(a)(i) on Rule 8 of the Code will be made as soon as
possible, if required.
14. Structure of the Offer
It is intended that the Offer will be effected by means of a
scheme of arrangement between Stride and Stride Shareholders under
Article 125 of the Companies Law, and is subject to the approval of
the Jersey Court. The procedure involves, among other things, an
application by Stride to the Jersey Court to sanction the Scheme
which will involve the transfer of the Scheme Shares to Rank BidCo,
in consideration for which Scheme Shareholders will receive cash on
the basis described in paragraph 2 of this announcement. The
purpose of the Scheme is to provide for Rank BidCo, a wholly-owned
subsidiary undertaking of Rank, to become the owner of the entire
issued and to be issued ordinary share capital of Stride.
Upon the Scheme becoming Effective: (i) it will be binding on
all Stride Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting and the General Meeting (and
if they attended and voted, whether or not they voted in favour);
and (ii) share certificates in respect of Stride Shares will cease
to be of value and should be destroyed and entitlements to Stride
Shares held within the CREST system will be cancelled. The
consideration payable under the Scheme will be despatched to Scheme
Shareholders by Rank BidCo no later than 14 days after the
Effective Date.
Any Stride Shares issued before the Scheme Record Time will be
subject to the terms of the Scheme. The Special Resolution to be
proposed at the General Meeting will, amongst other matters,
provide that the Articles be amended to incorporate provisions
requiring any Stride Shares issued after the Scheme Record Time
(other than to Rank BidCo or its nominee(s)) to automatically be
transferred to Rank BidCo on the same terms as the Offer (other
than terms as to timings and formalities). The provisions of the
Articles (as amended) will avoid any person (other than Rank BidCo
or its nominee(s)) holding ordinary shares in the capital of Stride
after the Effective Date.
The Offer is subject to a number of Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions to be set out in the Scheme Document, including, amongst
other things:
(a) the Scheme becoming Effective by the Long Stop Date, failing which the Scheme will lapse;
(b) approval of the Scheme at the Court Meeting (or any
adjournment of it) by a majority in number of the Scheme
Shareholders present and voting, either in person or by proxy,
representing not less than 75 per cent. of the voting rights of
those Scheme Shareholders (and at any separate class meeting which
may be required by the Jersey Court or at any adjournment of any
such meeting) on or before the 22nd day after the expected date of
the Court Meeting to be set out in the Scheme Document in due
course (or such later date as may be agreed in writing between
Stride and Rank BidCo and the Jersey Court may allow);
(c) the passing of the resolutions relating to the Scheme by the
requisite majority at the General Meeting (or any adjournment of
it) to be held on or before the 22nd day after the expected date of
the General Meeting to be set out in the Scheme Document in due
course (or such later date as may be agreed in writing between
Stride and Rank BidCo and the Jersey Court may allow);
(d) the sanction of the Scheme by the Jersey Court on or before
the 22nd day after the expected date of the Court Hearing to be set
out in the Scheme Document in due course (or such later date as may
be agreed in writing between Stride and Rank BidCo and the Jersey
Court may allow);
(e) either:
(i) as at the date on which all other Conditions are satisfied
or waived, the CMA having neither requested submission of a Merger
Notice nor opened a CMA Merger Investigation in connection with the
Offer or any matters arising therefrom; or
(ii) confirmation having been received in writing from the CMA,
in terms reasonably satisfactory to Rank BidCo, that the CMA does
not intend to make a Phase 2 CMA Reference in connection with the
Offer or any matters arising therefrom; or
(iii) the period within which the CMA is required to decide
whether the duty to make a Phase 2 CMA Reference applies has
expired without such a decision having been made;
(f) neither the UKGC, in respect of the operating licences (as
such term is defined in the Gambling Act) held by members of the
Stride Group, nor the AGCC in respect of the Category 1 and
Category 2 eGambling Licences (as such term is defined in the
Alderney eGambling Regulations, 2009) held by members of the Stride
Group either taking any formal action or undertaking any statutory
process to revoke any such licence or initiating or announcing the
commencement of any formal action or statutory process which might
reasonably be expected to lead to any such revocation;
(g) the making of a determination by the UKGC pursuant to
section 102(4)(a) of the Gambling Act that all operating licences
(as such term is defined in the Gambling Act) held by members of
Stride Group shall continue to have effect following the
acquisition by Rank BidCo of control of Stride, such determination
to be made following an application in respect of the same
submitted by Stride to the UKGC pursuant to section 102(2)(b) of
the Gambling Act; and
(h) the making of an in principle determination by the AGCC, on
terms reasonably satisfactory to Rank BidCo, that all of the
Category 1 and Category 2 eGambling Licences (as such term is
defined in the Alderney eGambling Regulations, 2009) held by
members of the Stride Group shall continue to have effect following
the acquisition by Rank BidCo of control of Stride.
The Scheme will lapse if the Scheme or the Offer or any matter
arising from or relating to the Offer becomes subject to a Phase 2
CMA Reference before the date of the Court Meeting.
It is expected that the Scheme Document, containing further
information about the Offer and notices of the Court Meeting and
General Meeting, together with Forms of Proxy, will be posted to
Stride Shareholders as soon as reasonably practicable and in any
event within 28 days of the date of this announcement. Subject to
the satisfaction or waiver of all relevant conditions, including
the Conditions, and certain further terms set out in Appendix I and
to be set out in the Scheme Document, and subject to the approval
and availability of the Jersey Court (which is subject to change),
it is expected that the Scheme will become Effective during the
third quarter of 2019.
The Scheme will be governed by Jersey law and will be subject to
the jurisdiction of the Jersey Court.
15. Scheme timetable/further information
A full anticipated timetable will be set out in the Scheme
Document. Subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, the Scheme Document will also
be made available on Rank's and Stride's websites at www.rank.com
and www.stridegaming.com, respectively.
16. Right to switch to a Takeover Offer
Rank BidCo reserves the right, with the consent of the Panel, to
elect to implement the acquisition of the Stride Shares by way of a
Takeover Offer as an alternative to the Scheme. In such event, the
Offer will be implemented on substantially the same terms as those
which would apply to the Scheme (subject to appropriate amendments,
including an acceptance condition set at 90 per cent. of the shares
to which such offer relates or such lesser percentage, being more
than 50 per cent., as Rank BidCo may decide). However, if Rank
BidCo were to elect to implement the Offer by way of a Takeover
Offer, such Takeover Offer will be made in compliance with all
applicable laws and regulations.
If the Offer is effected by way of a Takeover Offer and such
Takeover Offer becomes or is declared unconditional in all respects
and sufficient acceptances are received in respect of such offer,
Rank intends to: (i) make an application to the London Stock
Exchange to cancel trading of Stride Shares on AIM; and (ii)
exercise its rights (to the extent such rights are available) to
apply the provisions of Articles 117 to 121 of the Companies Law to
acquire compulsorily the remaining Stride Shares in respect of
which such Takeover Offer has not been accepted.
17. CANCELLATION OF ADMISSION TO TRADING ON AIM and Re-Registration
Prior to the Scheme becoming effective, Stride will make an
application to the London Stock Exchange to cancel the trading of
the Stride Shares on AIM to take effect from or shortly after the
Effective Date. The last day of dealings in Stride Shares on AIM is
expected to be the Business Day immediately prior to the Court
Hearing and no transfers will be registered after 6.00p.m. on that
date.
On the Effective Date, Stride will become a wholly-owned
subsidiary of Rank BidCo and share certificates in respect of
Stride Shares will cease to be valid and should be destroyed. In
addition, entitlements to Stride Shares held within the CREST
system will be cancelled on the Effective Date.
It is also proposed that, following the Effective Date and after
the cancellation of the admission to trading of its shares to
trading on AIM, Stride will be re-registered as a private limited
company.
18. Overseas Shareholders
The availability of the Offer and the distribution of this
announcement to persons resident in, or citizens of, or otherwise
subject to, jurisdictions outside the United Kingdom or Jersey may
be affected by the laws of the relevant jurisdictions. Such persons
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Stride Shareholders
who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant
jurisdiction without delay.
This announcement is not intended and does not constitute or
form part of any offer to sell or to subscribe for, or any
invitation to purchase or subscribe for, or the solicitation of any
offer to purchase or otherwise subscribe for any securities. Stride
Shareholders are advised to read carefully the Scheme Document and
the Forms of Proxy once these have been despatched.
19. General
The Offer will be made subject to the Conditions and further
terms set out in Appendix I to this announcement and to be set out
in the Scheme Document. The bases and sources of certain financial
information contained in this announcement are set out in Appendix
II to this announcement. A summary of the irrevocable undertakings
received by Rank BidCo and Stride is contained in Appendix III to
this announcement. Certain terms used in this announcement are
defined in Appendix IV to this announcement.
The Offer will be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority, the Companies Law and the Jersey Court.
Evercore, Investec, Goodbody and Peel Hunt have each given and
not withdrawn their consent to the publication of this announcement
with the inclusion herein of the references to their names in the
form and context in which they appear.
The Scheme Document will not be reviewed by any federal state
securities commission or regulatory authority in the U.S., nor will
any commission or authority pass upon the accuracy or adequacy of
the Scheme Document. Any representation to the contrary is unlawful
and may be a criminal offence.
20. Documents on Display
Copies of the following documents will be made available on
Rank's and Stride's websites at www.rank.com and
www.stridegaming.com, respectively, by no later than 12 noon
(London time) on the Business Day following this announcement until
the end of the Offer Period:
(i) this announcement;
(ii) the irrevocable undertakings referred to in paragraph 6
above and summarised in Appendix III to this announcement;
(iii) the documents relating to the financing of the Offer
referred to in paragraph 11 above; and
(iv) the Confidentiality Agreement.
None of the contents of Stride's website, the contents of Rank's
website, or the content of any other website accessible from
hyperlinks on either such website, is incorporated into or forms
part of, this announcement.
Enquiries:
Stride
Eitan Boyd - Chief Executive Officer
Ronen Kannor - Chief Financial Officer +44 (0) 20 7284 6080
Investec (Sole Financial Adviser, Nominated
Adviser and Broker to Stride)
Chris Treneman
Edward Thomas
David Anderson
Dan Oldham +44 (0) 20 7597 5970
Hudson Sandler (PR Adviser to Stride)
Alex Brennan
Bertie Berger +44 (0) 20 7796 4133
Rank
John O'Reilly - Chief Executive Officer
Bill Floydd - Chief Financial Officer
Sarah Powell - Investor Relations +44 1628 504 303
Evercore (Financial Adviser to Rank)
Edward Banks
Julien Baril +44 20 7653 6000
FTI Consulting LLP (PR Adviser to Rank)
Edward Bridges +44 20 3727 1067
Alex Beagley +44 20 3727 1045
Peel Hunt (Corporate Broker to Rank)
Dan Webster +44 20 7418 8900
Goodbody (Corporate Broker to Rank)
Charlotte Craigie +44 20 3841 6202
CMS Cameron McKenna Nabarro Olswang LLP and Mourant Ozannes are
retained as legal advisers to Rank. Pinsent Masons LLP and Carey
Olsen Jersey LLP are retained as legal advisers to Stride.
Important notices relating to financial advisers
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Rank and no one else in
connection with the Offer, the other matters referred to in this
announcement and the Scheme Document, and will not be responsible
to anyone other than Rank for providing the protections afforded to
clients of Evercore, nor for providing advice in connection with
the Offer or any matter or arrangement referred to herein. Neither
Evercore nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statue or otherwise) to any person who is not a client of Evercore
in connection with the Offer or any statement contained herein or
otherwise.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Stride and no one else in
connection with the Offer and/or the other matters referred to in
this announcement and the Scheme Document, and will not be
responsible to anyone other than Stride for providing the
protections afforded to the clients of Investec or for providing
advice in connection with the Offer, the contents of this
announcement or any matter or arrangement referred to herein.
Neither Investec nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Investec in connection with the Offer, for this announcement,
any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Rank and no one else in connection with the Offer,
the other matters referred to in this announcement and the Scheme
Document, and will not be responsible to anyone other than Rank for
providing the protections afforded to clients of Peel Hunt or for
providing advice in connection with the Offer or any matter or
arrangement referred to herein.
Goodbody Stockbrokers UC ("Goodbody"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Rank and no one else in connection with
the Offer, the other matters referred to in this announcement and
the Scheme Document, and will not be responsible to anyone other
than Rank for providing the protections afforded to clients of
Goodbody or for providing advice in connection with the Offer or
any matter or arrangement referred to herein.
Evercore, Investec, Peel Hunt and Goodbody have given and not
withdrawn their consent to the publication of this announcement
with the inclusion in it of the references to their respective
names and (where applicable) advice in the form and context in
which they appear.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities, pursuant to the Offer or otherwise or otherwise in any
jurisdiction in which such offer is solicitation is unlawful. The
Offer will be made solely by means of the Scheme Document or any
document by which the Offer is made which will contain the full
terms and conditions of the Offer, including details of how to vote
in respect of the Scheme.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Any approval, decision or other response to the Offer should be
made only on the basis of the information in the Scheme Document
(or any document by which the Offer is made). Stride Shareholders
are strongly advised to read the formal documentation in relation
to the Offer once it has been despatched. It is expected that the
Scheme Document (including notices of the Meetings) together with
the relevant Forms of Proxy, will be posted to Stride Shareholders
as soon as is reasonably practicable and in any event within 28
days of this announcement pending approval of the Jersey Court.
Stride will prepare the Scheme Document to be distributed to
Stride Shareholders. Stride and Rank urge Stride Shareholders to
read the Scheme Document when it becomes available because it will
contain important information relating to the Offer.
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. Nothing contained in this announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of Stride or the Stride Group or Rank or the
Rank Group except where otherwise stated.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into, and the availability of the Offer to persons who are
residents, citizens or nationals of, certain jurisdictions other
than the United Kingdom or Jersey may be restricted by law and/or
regulation. Persons who are not resident in the United Kingdom or
Jersey or who are subject to the laws and/or regulations of any
jurisdiction other than the United Kingdom or Jersey should inform
themselves of, and observe, any applicable legal and regulatory
requirements in that jurisdiction. Any failure to comply with the
restrictions may constitute a violation of the securities laws
and/or regulations of any such jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom or
Jersey to vote Stride 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 jurisdiction in which they are located. Further, details
in relation to the Overseas Shareholders will be contained in the
Scheme Document. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful. This announcement has been prepared for the purposes
of complying with the laws of England and Wales, of Jersey, the
City Code and the AIM Rules 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 any
jurisdiction outside England and Wales and Jersey.
Unless otherwise determined by Rank or required by the City
Code, and permitted by applicable law and regulation, the Offer
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
Offer 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 all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. The Offer
(unless otherwise permitted by applicable law and regulation) will
not be made, directly or indirectly, in or into, or by the use of
the mails, or by any means of instrumentality (including without
limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facilities of a national securities
exchange of any Restricted Jurisdiction, and the Offer will not be
capable of acceptance from or within any Restricted
Jurisdiction.
Note to US Shareholders
US Shareholders should note that the transaction relates to the
securities of a Jersey company, is subject to UK and Jersey
procedural and disclosure requirements (which are different from
those of the US) and is proposed to be implemented under a scheme
of arrangement provided for under Jersey company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy rules under the US Exchange Act.
The financial information with respect to Rank included in this
announcement and the Scheme Document has been or will have been
prepared in accordance with IFRS 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 US. If Rank exercises its
right to implement the acquisition of Stride by way of a Takeover
Offer in lieu of the Scheme, such offer will be made in compliance
with applicable US tender offer regulations.
The receipt of cash pursuant to the Scheme by US Shareholders
(defined as shareholder who are U.S. persons as defined in the US
Internal Revenue Code) as consideration for the cancellation of
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 Shareholder
(including US Shareholders) is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the transaction applicable to him.
Neither the SEC nor any securities commission of any state of
the United States has approved the transaction, passed upon the
fairness of the transaction or passed upon the adequacy or accuracy
of this document. Any representation to the contrary is a criminal
offence in the United States.
In accordance with normal UK and Jersey practices and pursuant
to Rule 14e-5(b) of the US Exchange Act, Rank or its nominees or
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Stride Shares outside
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. These purchases may 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 UK, will be reported to the Regulatory
Information Service of the London Stock Exchange and will be
available on the London Stock Exchange website at:
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
Forward looking statements
This announcement contains statements about Rank and Stride that
are or may be forward looking statements. All statements other than
statements of historical facts included in this announcement may be
forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements 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
Rank's or Stride's operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation on
Rank's or Stride's businesses.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Neither Rank,
Stride, Evercore, Investec, Peel Hunt, Goodbody, nor any of their
respective affiliates nor the directors, officers, members,
employees or advisers of any such person, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any such forward looking statements
will actually occur. Given these risks and uncertainties, no
reliance should be placed on forward looking statements.
Each forward looking statement speaks only as at the date of
this announcement. Rank, Stride, Evercore, Investec, Peel Hunt,
Goodbody and each of their respective affiliates, and the
directors, officers, members, employees and advisers of each such
person expressly disclaims any obligation to update any forward
looking or other statements contained herein, other than as
required by applicable law or the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
All forward looking statements contained in this announcement
and any subsequent oral or written forward looking statements
attributable to Rank, Stride, Evercore, Investec, Peel Hunt,
Goodbody or their respective affiliates or any of their respective
directors, officers, members, employees or advisers or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Should one or more of these risks
or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in this announcement.
No profit forecast or estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for any period. No statement in this
announcement should be interpreted to mean that earnings per Stride
Share or earnings per Rank Share for the current or future
financial years would necessarily match or exceed the historical
published earnings per Stride Share or earnings per Rank Share.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the 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 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(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 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.
Please be aware that addresses, electronic addresses and certain
information provided by Stride Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Stride may be provided to Rank during the Offer
Period as requested under Section 4 of Appendix 4 of the City Code
to comply with Rule 2.11(c).
Publication on a website
A copy of this announcement and the documents required to be
published pursuant to Rule 26 of the City Code will be available
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Rank's and Stride's
websites at www.rank.com and www.stridegaming.com, respectively, by
no later than 12.00 p.m. on the Business Day following this
announcement. Neither the contents of Rank's website, nor those of
Stride's website, nor those of any other website accessible from
hyperlinks on either Rank's or Stride's website, are incorporated
into or form part of this announcement.
Rounding
Certain figures in this announcement have been subject to
rounding adjustments. Accordingly, figures shown for the same
category in different tables may vary slightly and figures shown
and totals in certain tables may not be an authentic aggregation of
the figures that precede them.
Request for hard copies
Stride Shareholders may request a hard copy of this announcement
(and any information incorporated by reference in this
announcement) by writing to Link Asset Services of 34 Beckenham
Road, Beckenham, Kent, BR3 4TU or by calling 0871 664 0300. Calls
cost 12 pence per minute plus your phone company's access charge.
If calling from outside the UK please call +44 371 664 0300. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open 9.00 am to 5.30 pm Monday to
Friday excluding public holidays in England and Wales). It is
important that you note that unless you make such a request, a hard
copy of this announcement and any such information incorporated by
reference in it will not be sent to you. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Offer should be in hard copy form.
Rule 2.9 Requirement
In accordance with Rule 2.9 of the Code, Stride confirms that as
at the date of this announcement, it has in issue and admitted to
trading on AIM 75,805,536 ordinary shares of one pence each
(excluding ordinary shares held in treasury). The International
Securities Identification Number (ISIN) of the ordinary shares is
JE00BWT5X884.
APPIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part 1: The Conditions
1. The Offer will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the City Code, by
not later than 11:59 p.m. on the Long Stop Date.
2. The Scheme will be conditional upon:
(a) the approval of the Scheme at the Court Meeting (or at any
adjournment of it) by a majority in number of the Scheme
Shareholders who are on the register of members of Stride at the
Voting Record Time present and voting, either in person or by
proxy, representing 75 per cent. or more of the voting rights of
those Scheme Shareholders (and at any separate class meeting which
may be required by the Jersey Court or at any adjournment of any
such meeting) on or before the 22nd day after the expected date of
the Court Meeting to be set out in the Scheme Document (or such
later date (if any) as may be agreed in writing by Rank BidCo and
Stride and as the Jersey Court may allow);
(b) all resolutions in connection with, or necessary to approve
and implement the Scheme, as set out in the notice of the General
Meeting (or any adjournment to it) being duly passed by Stride
Shareholders representing 75 per cent. or more of the votes cast at
the General Meeting or at any adjournment of it on or before the
22nd day after the expected date of the General Meeting to be set
out in the Scheme Document (or such later date (if any) as may be
agreed in writing by Rank BidCo and Stride and as the Jersey Court
may allow); and
(c) the sanction of the Scheme (without modification, or with
such modifications as are agreed by Rank and Stride) by the Jersey
Court on or before the 22nd day after the expected date of the
Court Hearing to be set out in the Scheme Document (or such later
date (if any) as may be agreed in writing by Rank BidCo and Stride
and as the Jersey Court may allow) and the Court Order being
delivered for registration to the Registrar of Companies.
3. In addition, subject as stated in Part 2 of this Appendix I
and to the requirements of the Panel in accordance with the Code,
the Offer will be conditional upon the following conditions and,
accordingly, the necessary actions to make the Scheme Effective
will not be taken unless such conditions (as amended if
appropriate) have been satisfied or, where relevant, waived in
writing:
UK merger control approval
(a) either:
(i) as at the date on which all other Conditions are satisfied
or waived, the CMA having neither requested submission of a Merger
Notice nor opened a CMA Merger Investigation in connection with the
Offer or any matters arising therefrom; or
(ii) confirmation having been received in writing from the CMA,
in terms reasonably satisfactory to Rank BidCo, that the CMA does
not intend to make a Phase 2 CMA Reference in connection with the
Offer or any matters arising therefrom; or
(iii) the period within which the CMA is required to decide
whether the duty to make a Phase 2 CMA Reference applies has
expired without such a decision having been made;
Loss of regulatory licences
(b) neither the UKGC, in respect of the operating licences (as
such term is defined in the Gambling Act) held by members of the
Stride Group, nor the AGCC in respect of the Category 1 and
Category 2 eGambling Licences (as such term is defined in the
Alderney eGambling Regulations, 2009) held by members of the Stride
Group either taking any formal action or undertaking any statutory
process to revoke any such licence or initiating or announcing the
commencement of any formal action or statutory process which might
reasonably be expected to lead to any such revocation;
UK Gambling Commission change of control approval
(c) the making of a determination by the UKGC pursuant to
section 102(4)(a) of the Gambling Act that all operating licences
(as such term is defined in the Gambling Act) held by members of
Stride Group shall continue to have effect following the
acquisition by Rank BidCo of control of Stride, such determination
to be made following an application in respect of the same
submitted by Stride to the UKGC pursuant to section 102(2)(b) of
the Gambling Act;
Alderney Gambling Control Commission change of control
approval
(d) the making of an in principle determination by the AGCC, in
terms reasonably satisfactory to Rank BidCo, that all of the
Category 1 and Category 2 eGambling Licences (as such term is
defined in the Alderney eGambling Regulations, 2009) held by
members of the Stride Group shall continue to have effect following
the acquisition by Rank BidCo of control of Stride;
Other Third Party clearances
(e) other than in relation to the competition law and regulatory
approvals referred to in paragraphs 3 (a) to (d) of this Appendix
I, no Third Party having announced or given notice of a decision to
take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference (and in each case, not
having withdrawn the same), or having required any action to be
taken, or otherwise having done anything, or having enacted, made
or proposed any statute, regulation, decision, order or change to
published practice (and in each case, not having withdrawn the
same), or taken any other step that would or might reasonably be
expected to:
(i) make the Offer, its implementation of the Offer or the
proposed acquisition by Rank BidCo or by any member of the Wider
Rank Group of any shares or other securities in, or control or
management of, any member of the Wider Stride Group void, illegal
and/or unenforceable under the laws or regulations of any
jurisdiction, or otherwise directly or indirectly restrain,
prevent, prohibit, restrict, delay or otherwise materially
adversely interfere with any of the foregoing or otherwise impose
additional conditions or obligations to, or require adverse
amendment to the terms of, the Offer which, in each case, are of a
material nature;
(ii) materially limit or materially delay the ability of any
member of the Wider Rank Group or any member of the Wider Stride
Group to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or
other securities (or the equivalent) in, or to exercise voting or
management control over, any member of the Wider Stride Group or
any member of the Wider Rank Group, as the case may be, taken as a
whole;
(iii) require, prevent or materially delay any divestiture or
alter the terms envisaged for any proposed divestiture by any
member of the Wider Rank Group of any shares or other securities in
Stride or any member of the Wider Stride Group which, in any such
case, is material in the context of the Wider Rank Group or the
Wider Stride Group, as the case may be, taken as a whole;
(iv) require, prevent or delay any divestiture or alter the
terms envisaged for any proposed divestiture by any member of the
Wider Rank Group or by any member of the Wider Stride Group of all
or any part of their respective businesses, assets or properties or
limit the ability of any of them to conduct all or any part of
their respective businesses or to own, control or manage any of
their respective assets or properties or any part thereof which, in
any such case, is material in the context of the Wider Rank Group
or the Wider Stride Group, as the case may be, taken as a
whole;
(v) other than in connection with the implementation of the
Offer, require any member of the Wider Rank Group or of the Wider
Stride Group to acquire, or to offer to acquire, any shares or
other securities (or the equivalent) or interest in any member of
the Wider Stride Group or the Wider Rank Group or any asset, in
each case that is owned by a Third Party (other than in the
implementation of the Offer);
(vi) limit the ability of any member of the Wider Rank Group or
of the Wider Stride Group to integrate or co-ordinate its business,
or any part of it, with the businesses or any part of the
businesses of any other member of the Wider Rank Group and/or of
the Wider Stride Group which, in any such case, is material in the
context of the Wider Rank Group or the Wider Stride Group, as the
case may be, taken as a whole;
(vii) result in any member of the Wider Rank Group or the Wider
Stride Group ceasing to be able to carry on business under any name
under which it presently does so which, in any such case, is
material in the context of the Wider Rank Group or the Wider Stride
Group, as the case may be, taken as a whole; or
(viii) otherwise adversely affect any or all of the business,
assets, profits, financial or trading position or prospects of any
member of the Wider Rank Group or, of the Wider Stride Group which,
in any such case, is material in the context of the Wider Rank
Group or the Wider Stride Group, as the case may be, taken as a
whole,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could take,
institute, implement or threaten such actions, proceedings, suit,
investigation, enquiry or reference or take any other step under
any applicable law or regulation of any relevant jurisdiction
having expired, lapsed or been terminated (as the case may be);
Other notifications, waiting periods and Authorisations
(f) without prejudice to any of the conditions above, all
material notifications, filings and/or applications which are
necessary or are reasonably considered appropriate by Rank BidCo
having been made in connection with the Offer, all waiting and
other time periods (including any extensions of such waiting and
other time periods) under any applicable legislation or regulation
of any relevant jurisdiction having expired, lapsed or terminated
(as appropriate) and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with, in each case in
connection with the Scheme and Offer;
(g) without prejudice to any of the conditions above, all
Authorisations which are necessary or reasonably considered
appropriate in any relevant jurisdiction for or in respect of the
Scheme or the Offer (or its implementation) or the acquisition or
proposed acquisition of any shares or other securities in, or
control or management of, Stride or any other member of the Wider
Stride Group by Rank BidCo or any member of the Wider Rank Group or
the carrying on by any member of the Wider Stride Group of its
business having been obtained, in terms and in a form satisfactory
to Rank BidCo (acting reasonably) from all appropriate Third
Parties and from any persons or bodies with whom any member of the
Wider Rank Group or any member of the Wider Stride Group has
entered into contractual arrangements, in each case where the
absence of such Authorisations would have a material adverse effect
on the Wider Stride Group taken as a whole, and all such
Authorisations together with all authorisations necessary for any
member of the Wider Stride Group to carry on its business remaining
in full force and effect at the time at which the Scheme becomes
Effective or the Offer otherwise becomes unconditional in all
respects, and there being no notice or other intimation of any
intention to revoke, suspend, restrict, modify or not to renew any
of the same having been made in connection with the Offer or any
other matter directly or indirectly arising from the Offer (or its
implementation), in each such case where the absence of such
Authorisations would have a material adverse effect on the Wider
Stride Group or the Wider Rank Group taken as a whole;
Certain matters arising as a result of any arrangement,
agreement, etc.
(h) save as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, permit, franchise or other
instrument to which any member of the Wider Stride Group is a
party, or by or to which any such member or any of its assets is or
may be bound, entitled or subject, or any circumstance, which, in
each case as a consequence of the Offer (or its implementation) or
the acquisition or proposed acquisition by Rank BidCo or any member
of the Wider Rank Group of any shares or other securities (or the
equivalent) in, or control or management of, Stride or any other
member of the Wider Stride Group, could reasonably be expected to
result in, in any case to an extent which is or would be material
in the context of the Wider Stride Group taken as a whole:
(i) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to,
any member of the Wider Stride Group being or becoming repayable or
being capable of being declared repayable immediately or prior to
their or its stated maturity or the ability of any member of the
Wider Stride Group to borrow monies or incur any indebtedness being
withdrawn or inhibited or becoming capable of being withdrawn or
inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property,
assets or interests of any member of the Wider Stride Group or any
such mortgage, charge or other security interest (wherever and
whenever created, arising or having arisen) becoming
enforceable;
(iii) any such arrangement, agreement, lease, licence, permit,
franchise or instrument, or the rights, liabilities, obligations or
interests of any member of the Wider Stride Group thereunder,
being, or becoming capable of being, terminated or adversely
modified or adversely affected or any adverse action being taken or
arising thereunder or any onerous obligation or liability arising
thereunder;
(iv) any asset or interest of any member of the Wider Stride
Group or any asset the use of which is enjoyed by any member of the
Wider Stride Group being or falling to be disposed of or charged or
ceasing to be available to any member of the Wider Stride Group or
any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be
available to any member of the Wider Stride Group otherwise than in
the ordinary course of business;
(v) any member of the Wider Stride Group ceasing to be able to
carry on business under any name under which it presently does
so;
(vi) the creation or assumption of any material liabilities
(actual or contingent) by any member of the Wider Stride Group
other than the creation of any liabilities in the ordinary course
of business;
(vii) the rights, liabilities, obligations or interests of any
member of the Wider Stride Group under any such arrangement,
agreement, lease, licence, permit, franchise or other instrument or
the interests or business of any such member of the Wider Stride
Group in or with any other person, firm, company or body (or any
agreements or arrangements relating to any such interests or
business) being terminated, adversely modified or affected or any
onerous obligation or liability rising or any adverse action being
taken thereunder;
(viii) the financial or trading position or the prospects or the
value or the profits of Stride or of any member of the Wider Stride
Group being prejudiced or adversely affected;
(ix) the creation of any liability (actual or contingent) by any
member of the Wider Stride Group to make any severance,
termination, bonus or other payment to any of its directors, other
officers or employees; or
(x) any member of the Wider Stride Group being required to repay
indebtedness of any member of the Wider Stride Group owed to any
Third Party;
and no event having occurred which, under any provision of any
such arrangement, agreement, lease, license, permit, franchise or
other instrument to which any member of the Wider Stride Group is a
party, or by or to which any such member or any of its assets may
be bound, is entitled or subject, could reasonably be expected to
result in any of the events or circumstances which are referred to
in paragraphs (i) to (x) of this condition 3(h) in any case to an
extent which is or would be material in the context of the Wider
Stride Group taken as a whole;
(i) save as Disclosed, no member of the Wider Stride Group having since 31 August 2018:
(i) issued or agreed to issue, or authorised or proposed or
announced its intention to authorise or propose the issue of,
additional shares or securities of any class, or securities
convertible into or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible
securities (save as between Stride and wholly--owned subsidiaries
of Stride or between wholly--owned subsidiaries and save for the
issue of Stride Shares pursuant to or in connection with the
exercise or vesting of options or awards granted under, or the
grant of options or awards under, the Stride Share Option
Schemes);
(ii) purchased or redeemed or repaid or proposed the purchase,
redemption or repayment of any of its own shares or other
securities (or the equivalent) or reduced or, save in respect of
the matters mentioned in sub-paragraph (i) above made or authorised
any other change to any part of its share capital other than
pursuant to the implementation of the Offer;
(iii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus issue, dividend or other
distribution, whether payable in cash or otherwise save for any
dividend ("Permitted Dividend") declared before the Effective Date
by any wholly-owned subsidiary of Stride to Stride or any of its
wholly-owned subsidiaries;
(iv) save for transactions between Stride and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, made,
authorised, proposed or announced an intention to make, propose or
authorise any change in its loan capital;
(v) save for transactions between Stride and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, merged
with, demerged or acquired any body corporate, partnership or
business or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any assets or any
right, title or interest in any assets (including shares in any
undertaking and trade investments) or authorised, proposed or
announced the same, in each case to an extent which is material in
the context of the Wider Stride Group taken as a whole;
(vi) issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the
terms of any debentures or, other than trade credit incurred in the
ordinary course of business, incurred or increased any indebtedness
or liability (actual or contingent) except as between Stride and
any of its wholly owned subsidiaries or between such subsidiaries,
which in any case is material in the context of the Wider Stride
Group taken as a whole;
(vii) entered into, varied, authorised, proposed or announced an
intention to enter into or vary any contract, agreement,
transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which:
(aa) is of a long term, onerous or unusual nature or magnitude
or which involves or is or is reasonably likely to involve an
obligation of such a nature or magnitude;
(bb) restricts or could reasonably be expected to restrict the
business of any member of the Wider Stride Group; or
(cc) is other than in the ordinary course of business,
and which is, in any such case, material in the context of the
Wider Stride Group taken as a whole;
(viii) entered into, implemented, effected or authorised,
proposed or announced its intention to implement or effect, any
joint venture, asset or profit sharing arrangement, partnership,
composition, assignment, merger, demerger, reconstruction,
amalgamation, scheme, commitment or other transaction or
arrangement (other than the Offer) which is material in the context
of the Wider Stride Group taken as a whole;
(ix) entered into or varied or made an offer (which remains open
for acceptance) to vary the terms of any contract, agreement,
commitment or arrangement with any of the directors or senior
executives of any member of the Wider Stride Group or changed or
entered into any commitment to change the terms of any of the
Stride Share Option Schemes save for salary increases and bonuses
not resulting in total annual remuneration of any individual
exceeding the immediately preceding year's remuneration by more
than three per cent. or other bonuses or variations of terms in the
ordinary course of business and consistent with past practice;
(x) taken any corporate action or had any step, application,
filing in court, notice or legal proceedings started, served,
instituted or threatened against it or petition presented or order
made for its winding-up (voluntarily or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any
material part of its assets and revenues or any analogous
proceedings in any jurisdiction which in any case is material in
the context of the Wider Stride Group taken as a whole;
(xi) been unable, or admitted in writing that it is unable, to
pay any of its debts or having stopped or suspended (or threatened
to stop or suspend) payment of any of its debts generally or having
entered into or taken steps to enter into a moratorium,
composition, compromise or arrangement with its creditors in
respect of any of its debts;
(xii) ceased or threatened to cease carrying on all or a substantial part of its business;
(xiii) waived, settled or compromised any claim (other than in
the ordinary course of business) to an extent which is material in
the context of the Wider Stride Group taken as a whole;
(xiv) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Stride Group and any
other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position or prospects of the Wider Stride Group taken as a
whole;
(xv) made any alteration to its articles of association or other
incorporation documents other than as required to implement the
Offer;
(xvi) put in place any pension schemes for its directors,
employees or their dependants or made or agreed or consented to any
change in any material respect to:
(aa) the terms of the trust deeds constituting the pension
schemes (if any) established by any member of the Wider Stride
Group for its directors, employees or their dependants; or
(bb) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder; or
(cc) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(dd) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, made, agreed or consented
to;
(xvii) proposed, agreed to provide or modified the terms of any
Stride Share Option Scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any
person employed by the Wider Stride Group in a manner which is
material in the context of the Wider Stride Group taken as a whole
(other than in accordance with the terms of the Offer);
(xviii) entered into any contract, agreement, commitment or
arrangement or passed any resolution or made any offer (which
remains open for acceptance) or proposed or announced any intention
with respect to any of the transactions, matters or events referred
to in this condition (i);
(xix) made, authorised, proposed or announced an intention to
propose any change in its loan capital which in any such case is
material in the context of the Wider Stride Group taken as a whole;
or
(xx) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the
approval of Stride Shareholders in a general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Code;
No material adverse change, litigation, regulatory enquiry or
similar
(j) since 31 August 2018, save as Disclosed:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Stride Group which in any case
is material in the context of the Wider Stride Group taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Stride
Group is or may become a party (whether as claimant, defendant or
otherwise) having been threatened, announced, implemented or
instituted or remaining outstanding against or in respect of any
member of the Wider Stride Group which in any case is material in
the context of the Wider Stride Group taken as a whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party having been threatened, announced,
implemented, instituted or remaining outstanding against or in
respect of any member of the Wider Stride Group which in any such
case is, or might reasonably be excepted to be, material in the
context of the Wider Stride Group taken as a whole;
(iv) no contingent or other liability having arisen, increased
or become apparent to any member of the Rank Group which might
reasonably be expected to adversely affect the business, assets,
financial or trading position, profits, prospects, or operational
performance of any member of the Wider Stride Group which is
material in the context of the Wider Stride Group taken as a
whole;
(v) no claim being made and no circumstance having arisen which
might reasonably be expected to lead to a claim being made under
the insurance of any member of the Wider Stride Group where such
claim would not be covered by such insurance and which is material
in the context of the Wider Stride Group taken as a whole; and
(vi) no steps having been taken and no omissions having occurred
which are reasonably likely to result in the withdrawal (without
replacement), cancellation or termination or modification of any
licence, permit or consent held by any member of the Wider Stride
Group which is necessary for the proper carrying on by such member
of its business and which is material in the context of the Wider
Stride Group taken as a whole;
No discovery of certain matters regarding information and
liabilities
(k) except as Disclosed, Rank BidCo not having discovered:
(i) that any financial or business or other information
concerning the Wider Stride Group disclosed at any time by or on
behalf of any member of the Wider Stride Group, whether publicly,
to any member of the Wider Rank Group or otherwise, is materially
misleading or contains any material misrepresentation of fact or
omits to state a fact necessary to make any information contained
therein not materially misleading and which has not subsequently
been corrected before the date of this announcement in any such
case to an extent which is material in the context of the Wider
Stride Group taken as a whole;
(ii) that any member of the Wider Stride Group, other than in
the ordinary course of business, is subject to any liability
(actual or contingent) which is material in the context of the
Wider Stride Group taken as a whole; or
(iii) any information which adversely affects the import of any
information Disclosed to Rank BidCo at any time by or on behalf of
any member of the Wider Stride Group to an extent which is material
and adverse in the context of the Wider Stride Group taken as a
whole or in the context of the Offer;
Intellectual property
(l) except as Disclosed, no circumstance having arisen or event
having occurred in relation to any intellectual property owned or
used by any member of the Wider Stride Group which would have a
material adverse effect on the Wider Rank Group taken as a whole or
which is otherwise material in the context of the Offer,
including:
(i) any member of the Wider Stride Group losing its title to any
intellectual property material to its business, or any intellectual
property owned by the Wider Stride Group and material to its
business being revoked, cancelled or declared invalid;
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of
the Wider Stride Group to, or the validity or effectiveness of, any
of its intellectual property; or
(iii) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Stride Group
being terminated or varied;
Anti-corruption and sanctions
(m) except as Disclosed, Rank BidCo not having discovered that:
(i) any past or present member, director, officer or employee of
the Wider Stride Group or any person that performs or has performed
services for or on behalf of any such company (in such capacity or
in connection with such activity) is or has at any time engaged in
any activity, practice or conduct (or omitted to take any action)
in contravention of the UK Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977, as amended or any other applicable
anti-corruption legislation; or
(ii) any past or present member, director, officer or employee
of the Wider Stride Group or any person that performs or has
performed services for or on behalf of any such company (in such
capacity or in connection with such activity) has engaged in any
activity or business with, or made any investments in, or made any
funds or assets available to, or received any funds or assets from,
any government, entity or individual covered by any of the economic
sanctions administered by the United Nations or the European Union
(or any of their respective member states) or the United States
Office of Foreign Assets Control; and
No criminal property
(n) except as Disclosed, Rank BidCo not having discovered in
relation to the Wider Stride Group that any asset of any member of
the Wider Stride Group constitutes criminal property as defined by
section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition).
Part 2: Waiver of Conditions and further terms of the Offer and
the Scheme
1. Subject to the requirements of the Panel or if required by
the Jersey Court, Rank BidCo reserves the right to waive all or any
of the Conditions in Part 1 of Appendix I (save for the Conditions
contained in paragraphs 2(a) and 2(c) of Appendix I which cannot be
waived), in whole or in part. The Scheme will not become effective
unless the Conditions have been fulfilled or (if capable of waiver)
waived or where appropriate, have been determined by Rank to be or
remain satisfied, by no later than the time which is immediately
before the commencement of the Court Hearing (or such later time
and date as Rank and Stride may in writing agree and the Jersey
Court may allow), failing which the Scheme will lapse.
2. Rank shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions by a date earlier than the latest
date for the fulfilment or waiver of that Condition notwithstanding
that the other Conditions to the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any such Conditions may not
be capable of fulfilment.
3. Any exercise of rights referred to in this paragraph shall be
the subject of announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the
terms of the Offer.
4. Rank reserves the right to elect to implement the Offer by
way of a Takeover Offer (subject to the Panel's consent). In such
event, such Takeover Offer will be implemented on the same terms
and Conditions (subject to appropriate amendments, including
(without limitation) an acceptance condition set at 90 per cent.
(or such lower percentage (being more than 50 per cent.) as Rank
may decide (subject to the rules of the City Code and with the
Panel's consent)) of the shares to which such Takeover Offer
relates), so far as applicable, as those which would apply to the
Scheme (the "General Offer Acceptance Condition").
5. If the Panel requires Rank to make an offer or offers for any
Stride Shares under the provisions of Rule 9 of the City Code, Rank
may make such alterations to the Conditions as are necessary to
comply with the provisions of that Rule.
6. The Offer will lapse and the Scheme will not proceed (unless
the Panel otherwise consents) if the CMA makes a Phase 2 CMA
Reference before the date of the Court Meeting and the General
Meeting. In such event, Rank will not be bound by the terms of the
Scheme.
7. Stride Shares will be acquired pursuant to the Offer fully
paid and free from all liens, charges, equitable interests,
encumbrances, options, rights of pre-emption and any other rights
and interests of any nature whatsoever and together with all rights
now and hereafter attaching thereto, including voting rights and
the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date
of this announcement.
8. Under Rule 13.5 of the City Code, Rank may only invoke a
condition to the Offer so as to cause the Offer not to proceed, to
lapse or to be withdrawn where the circumstances which give rise to
the right to invoke the condition are of material significance to
Rank in the context of the Offer. The conditions contained in
paragraphs 2 and 3(a) of Part 1 of this Appendix I and, if
applicable, the acceptance condition if the Offer is implemented by
way of a Takeover Offer, are not subject to this provision of the
City Code.
9. The Scheme is and will be governed by Jersey law and will be
subject to the exclusive jurisdiction of the Jersey Court. The
Offer will comply with, and be subject to, the applicable rules and
regulations of the FCA, the London Stock Exchange, the AIM Rules,
the Panel, the City Code and the Registrar of Companies.
10. The availability of the Offer to persons not resident in the
United Kingdom or Jersey may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United
Kingdom or Jersey should inform themselves about and observe any
applicable requirements. Further Details in relation to Overseas
Shareholders will be contained in the Scheme Document.
11. The Offer is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of
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 jurisdiction where to do so would
violate the laws of that jurisdiction.
12. If any dividend or other distribution or return of capital
is proposed, declared, made, paid or becomes payable by Stride in
respect of a Stride Share on or after the date of this announcement
and prior to the Offer becoming effective, Rank reserves the right
to reduce the value of the consideration payable for each Stride
Share under the Offer by up to the amount per Stride Share of such
dividend, distribution or return of capital except where the Stride
Share is or will be acquired pursuant to the Offer on a basis which
entitles Rank to receive the dividend and/or distribution and/or
return of capital and to retain it.
13. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement, unless otherwise stated, or the context
otherwise requires, the following sources of information and bases
of calculation have been used:
(i) Any reference to the fully diluted share capital of Stride is based on:
(a) the 75,805,536 existing issued Stride Shares as of 30 May
2019, being the last Business Day prior to the date of this
announcement; and
(b) 1,124,048 Stride Shares which may be issued on or after the
date of this announcement following the exercise of options which
have an exercise price of 151 pence or less, under the Stride Share
Plans calculated using the treasury stock method, net of 593,333
Stride Shares held by the EBT.
(ii) The value placed by the Offer on the fully diluted share
capital of Stride is based on 76,336,251 fully diluted Stride
Shares as referred to in paragraph (i).
(iii) The Closing Prices of Stride Shares are based on the
middle market quotations of a Stride Share derived from the AIM
Appendix to the Daily Official List for the relevant dates.
(iv) Any reference to pro forma EBITDA is based on Rank's
adjusted EBITDA of GBP109 million for the twelve month period ended
31 December 2018 in addition to Stride's adjusted EBITDA of GBP14.3
million for the twelve month period ended 28 February 2019.
(v) Any reference to pro forma net debt / cash is based on:
(a) Rank's net debt / cash calculated as cash and short-term
deposits, less financial liabilities - loans and borrowings as at
31 December 2018 adjusted for the term loan refinancing in January
2019, less the contingent consideration payment made to Stride in
April 2019 in relation to the acquisition of QSB Limited as
disclosed in Stride's unaudited consolidated financial statements
for the six months ended 28 February 2019;
(b) Stride's net debt / cash calculated as cash and cash
equivalents, less loans and borrowings and client liabilities and
progressive prize pools as at 28 February 2019, cash proceeds from
the disposal of InfiApps received in April 2019 and the cash
receivable in relation to contingent consideration following the
disposal of its for sale investment in QSB Limited received in
April 2019 as disclosed in its unaudited consolidated financial
statements for the six months ended 28 February 2019; and
(c) new debt raised under the Facility Agreement.
(vi) Any reference to the enterprise value of the Offer is based
on the fully diluted value of the Offer as referred to in paragraph
(ii) less Stride's net cash as at 28 February 2019 as referred to
in paragraph (v)(b).
(vii) Any reference to market share data is based on information
provided by Regulus Partners LLP.
(viii) All share prices expressed in pence have been rounded to
the nearest pence and all percentages have been rounded to one
decimal place (other than the percentages in Appendix III which
have been rounded to the nearest two decimal places).
(ix) Unless otherwise stated, the financial information relating
to Stride is extracted (without material adjustment) from the
audited consolidated financial statements of Stride for the
financial year ended 31 August 2018 and the unaudited consolidated
financial statements for the six months ended 28 February 2019.
(x) Unless otherwise stated, the financial information relating
to Rank is extracted (without material adjustment) from the audited
consolidated financial statements of Rank for the financial year
ended 30 June 2018 or from the unaudited interim results statement
ended 31 December 2018.
(xi) The synergy estimates are unaudited and are based on Rank's internal analysis.
APPIX III
IRREVOCABLE UNDERTAKINGS
The following holders, controllers or beneficial owners of
Stride Shares have given irrevocable undertakings to accept the
Offer and vote in favour of the Scheme at the Court Meeting and the
Special Resolution to be proposed at the General Meeting (or, in
the event that the Offer is implemented by way of a Takeover Offer,
to accept or procure acceptance of such Takeover Offer):
Part 1
Stride Directors
Name Number of Stride Shares % of Stride Shares
in issue
Guardian Trust Company
Limited1 2,611,151 3.44%
------------------------ -------------------
Clermont Corporate
Services Limited2 1,160,984 1.53%
------------------------ -------------------
Ronen Kannor 39,273 0.05%
------------------------ -------------------
John Le Poidevin 44,546 0.06%
------------------------ -------------------
Nigel Payne 13,889 0.02%
------------------------ -------------------
Adam Batty 22,727 0.03%
------------------------ -------------------
TOTAL 3,892,570 5.13%
------------------------ -------------------
Stuart Eitan Boyd and Darren Sims have both given irrevocable
undertakings with Rank and Stride in a form similar to those
entered into by the other Stride Directors such that, in the event
of either of them subsequently acquiring or becoming interested in
or becoming entitled to exercise or direct the exercise of the
voting rights attaching to any Stride Shares, those Stride Shares
would then become subject to the terms of that irrevocable
undertaking.
1 Legal title to these shares is held by Guardian Trust Company
Limited as trustee for the Alon Trust. The beneficiaries of the
Alon Trust are Eitan Boyd, his wife and children.
2 Legal title to these shares is held by Clermont Corporate
Services Limited in its capacity as trustee for the Monkey George
Trust. The beneficiaries of the Monkey George Trust are Darren
Sims, his wife and children.
Part 2
Stride Shareholders (other than Stride Directors)
Name Number of Stride Shares % of Stride Shares
in issue
Gal Holdings Limited 18,778,388 24.77%
------------------------ -------------------
Poppy Investments
Limited 8,821,273 11.64%
------------------------ -------------------
Ocorian Trustees (Jersey)
Limited (as trustees
of Blue Rock Trust) 7,764,173 10.24%
------------------------ -------------------
Hydaco Holdings Trust 4,057,794 5.35%
------------------------ -------------------
Ocorian Trustees (Jersey)
Limited (as trustees
of the Eagle Eye Trust) 2,800,467 3.69%
------------------------ -------------------
TOTAL 42,222,095 55.70%
------------------------ -------------------
Part 3
Provisions applicable to all irrevocable undertakings
The undertakings listed in Parts 1 and 2 will remain binding if
a higher, or other, offer for Stride is made.
The undertakings will cease to be binding (i) if Rank BidCo
announces, with the consent of the Panel, that it does not intend
to proceed with the Offer, (ii) if the Offer is to be implemented
by way of a Takeover Offer, the offer document relating to that
Takeover Offer is not published within the permitted period under
the Code (or within such longer period as Stride and Rank BidCo may
agree, with the consent of the Panel), (iii) (provided that the
relevant party to the irrevocable undertaking is not in material
breach of obligation under the irrevocable undertaking) if a
competing offer for the entire issued and to be issued share
capital of Stride is made and such competing offer is declared
unconditional in all respects or otherwise becomes effective, in
either case in compliance with the provisions of the Code, (iv) the
Scheme not having become effective (or, if the Offer is to be
implemented by way of a Takeover Offer, the Takeover Offer not
having become unconditional in all respects) by 11.59 p.m. on the
Long Stop Date or such later time or date as Rank BidCo and Stride
(with the consent of the Panel) may agree and (v) at the time and
date on which the Offer is withdrawn, lapses or otherwise
terminates in accordance with its terms.
If Rank determines to implement the Offer by way of a Takeover
Offer, such irrevocable undertakings will continue to be
binding.
To the extent that any of the Stride Shares in which any such
person is interested are not registered in his or her name, that
person is to procure that such registered holder(s) vote in favour
of the Scheme at the Court Meeting and on the resolution(s) to be
proposed at the General Meeting (or, in the event that the Offer is
implemented by way of a Takeover Offer, to accept or procure
acceptance of such Takeover Offer).
APPIX IV
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"AGCC" Alderney Gambling Control Commission;
"AIM" the market of that name operated by
the London Stock Exchange;
"AIM Rules" Rules and Guidance notes for AIM Companies
and their nominated advisers issued
by the London Stock Exchange from time
to time relating to AIM traded securities
and the operation of AIM;
"Articles" the articles of association of Stride;
"Authorisations" regulatory authorisations, orders,
recognitions, grants, consents, clearances,
confirmations, certificates, licences,
permissions or approvals;
"Business Day" a day (other than Saturdays, Sundays
and public holidays in the UK) on which
banks are open for business in the
City of London;
"City Code" or "Code" the City Code on Takeovers and Mergers;
"Closing Price" the closing middle market quotation
of a Stride Share on a particular trading
day as derived from the Daily Official
List;
"CMA Merger Investigation" the investigation by the CMA to enable
it to determine whether to make a Phase
2 CMA Reference ;
"Companies Law" the Companies (Jersey) Law 1991 and
the regulations promulgated thereunder,
as each may be amended from time to
time;
"Competition and Markets the UK statutory body established under
Authority", "CMA" the UK Enterprise and Regulatory Reform
Act 2013;
"Conditions" the conditions to the implementation
of the Offer, as set out in Appendix
I to this announcement and to be set
out in the Scheme Document;
"Confidentiality Agreement" a confidentiality agreement dated 5
April 2019 entered into between Stride
and Rank;
"Court Hearing" the final hearing by the Jersey Court
(and any adjournment thereof) to sanction
the Scheme pursuant to Article 125
of the Companies Law;
"Court Meeting" the meeting of Scheme Shareholders
to be convened pursuant to an act of
Jersey Court pursuant to Article 125
of the Companies Law (notice of which
will be set out in the Scheme Document)
for the purpose of considering and,
if thought fit, approving the Scheme
(with or without amendment), including
any adjournment thereof;
"Court Order" the act of Jersey Court sanctioning
the Scheme under Article 125 of the
Companies Law;
"CREST" the relevant system (as defined in
the Uncertificated Securities Regulations
2001 (SI 2001/3755) (the "Regulations")
in respect of which Euroclear is the
Operator (as defined in the Regulations)
in accordance with which securities
may be held and transferred in uncertificated
form;
"Daily Official List" the Daily Official List of the London
Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule 8 of
the Code;
"Disclosed" means the information which has been
fairly disclosed (i) by an announcement
to a Regulatory Information Service
prior to the date hereof by or on behalf
of Stride or (ii) by or on behalf of
Stride to Rank, or its financial, accounting
or legal advisers (specifically as
Rank's advisers in relation to the
Offer) in a data room established by
Stride or otherwise in writing prior
to the date hereof or (iii) in the
annual report and audited financial
statements of Stride for the year ended
31 August 2018 or (iv) in this announcement;
"EBT" means the Stride Employee Benefit Trust
established by way of deed dated 26
May 2017;
"Effective" in the context of the Offer: (i) if
the Offer is implemented by way of
the Scheme, the Scheme having become
effective in accordance with its terms;
and (ii) if the Offer is implemented
by way of a Takeover Offer, the Takeover
Offer having become or been declared
unconditional in all respects in accordance
with the requirements of the City Code;
"Effective Date" the date on which the Scheme becomes
Effective;
"Enlarged Entity" Rank and its subsidiaries, including
the Stride Group, following the Scheme
becoming Effective;
"Euroclear" Euroclear UK & Ireland Limited;
"Evercore" Evercore Partners International LLP;
"Excluded Shares" any Stride Shares; (i) beneficially
owned by Rank or any other member of
the Rank Group and (ii) held in treasury
by Stride;
"Facility Agreement" the GBP128,125,000 facility agreement
entered into by Rank Group Finance
as borrower with National Westminster
Bank plc (as agent of the finance parties)
dated 31 May 2019;
"FCA" or "Financial Conduct the United Kingdom's Financial Conduct
Authority" Authority;
"Forms of Proxy" the forms of proxy for use at the Court
Meeting and the General Meeting which
will accompany the Scheme Document;
"Gambling Act" the United Kingdom Gambling Act 2005;
"General Meeting" the general meeting of Stride Shareholders
(including any adjournment thereof)
to be convened for the purpose of considering
and, if thought fit, passing the Special
Resolution;
"Investec" Investec Bank Plc;
"IFRS" International Financial Reporting Standards;
"Jersey Court or Court" the Royal Court of Jersey;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 30 November 2019 or such later date
(if any) as Rank and Stride may, with
the consent of the Panel, agree and
(if required) the Jersey Court may
allow;
"Meetings" the Court Meeting and the General Meeting,
and "Meeting" shall be construed accordingly;
"Merger Notice" a notice to the CMA in the prescribed
form as contemplated by section 96
of the Enterprise Act 2002;
"Offer" the proposed acquisition by Rank BidCo
of the entire issued and to be issued
ordinary share capital of Stride to
be effected by means of the Scheme
or (with the Panel's consent by way
of a Takeover Offer) on the terms and
subject to the Conditions and, where
the context admits, any subsequent
revision, variation, extension or renewal
thereof;
"Offer Period" the offer period (as defined in the
Code) relating to Stride, which commenced
on 11 February 2019;
"Offer Price" 151 pence per Stride Share;
"Opening Position Disclosure" has the same meaning as in Rule 8 of
the Code;
"Overseas Shareholders" Stride Shareholders (or nominees of,
or custodians or trustees for, Stride
Shareholders) not resident in, or nationals
or citizens of the United Kingdom or
Jersey;
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers;
"Phase 2 CMA Reference" a reference of the Offer to the chair
for the constitution of a group under
Schedule 4 of the Enterprise and Regulatory
Reform Act 2013 (as amended);
"Registrar of Companies" the Registrar of Companies for Jersey;
"Regulatory Information a regulatory information service that
Service" is approved by the FCA and is on the
list of Regulatory Information Services
maintained by the FCA;
"Restricted Jurisdiction" any jurisdiction where local laws or
regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information concerning
the Offer is sent or made available
to Stride Shareholders in that jurisdiction
and which shall in all circumstances
include the United States and any state
of jurisdiction in the United States;
"Rank" The Rank Group Plc, a company incorporated
in England and Wales with company number
03140769 whose registered office is
at TOR, Saint-Cloud Way, Maidenhead,
Berkshire, United Kingdom, SL6 8BN
or, where the context requires, Rank
BidCo;
"Rank BidCo" Rank Digital Holdings Limited, a company
incorporated in England and Wales with
company number 10650039 whose registered
office is at TOR, Saint-Cloud Way,
Maidenhead, Berkshire, United Kingdom,
SL6 8BN, a wholly owned subsidiary
undertaking of Rank;
"Rank BidCo Directors" the board of directors of Rank BidCo;
"Rank Directors" the board of directors of Rank;
"Rank Group Finance" Rank Group Finance plc, a company incorporated
in England and Wales with company number
01899693 whose registered office is
at TOR, Saint-Cloud Way, Maidenhead,
Berkshire, United Kingdom, SL6 8BN,
a wholly owned subsidiary undertaking
of Rank;
"Rank Group" Rank and its subsidiary undertakings
and, where the context permits, each
of them;
"Scheme" the proposed scheme of arrangement
under Article 125 of the Companies
Law between Stride and the Scheme Shareholders
to be set out in the Scheme Document
with or subject to any modification,
addition or condition approved or imposed
by the Jersey Court and agreed by Stride
and Rank;
"Scheme Document" the document in respect of the Scheme
to be sent to (among others) Stride
Shareholders containing and setting
out, among other things, the Scheme,
the full terms and conditions of the
Scheme and containing the notices convening
the Meetings;
"Scheme Record Time" the time and date specified in the
Scheme Document by reference to which
the entitlements of Scheme Shareholders
under the Scheme will be determined,
expected to be 6.00 pm on the Business
Day before the Scheme becomes Effective
(or such other time as Rank and Stride
shall agree, with the consent of the
Jersey Court (if required));
"Scheme Shares" Stride Shares:
(a) in issue on the date of the Scheme
Document;
(b) (if any) issued after the date
of the Scheme Document and prior to
the Voting Record Time;
(c) (if any) issued on or after the
Voting Record Time and at or prior
to the Scheme Record Time (including,
for the avoidance of doubt, any Stride
Shares issued pursuant to the Stride
Share Plans) either on terms that the
original or subsequent holder thereof
shall be bound by the Scheme or in
respect of which the holder thereof
shall have agreed in writing to be
bound by the Scheme,
(but in each case excluding any Excluded
Shares);
"Scheme Shareholders" the holders of Scheme Shares at the
relevant time;
"Significant Interest" in relation to an undertaking, a direct
or indirect interest of 20 per cent.
or more of the total voting rights
conferred by the equity share capital
(as defined in section 548 of the UK
Companies Act 2006) of such undertaking;
"Special Resolution" the special resolution to be proposed
at the General Meeting in connection
with the Scheme;
"Stride" Stride Gaming plc, a company incorporated
in Jersey with company number 117876
whose registered office is at 12 Castle
Street, St Helier, Jersey, JE2 3RT;
"Stride Directors" the directors of Stride;
"Stride Group" Stride and its subsidiary undertakings
and, where the context permits, each
of them;
"Stride Share Plans" means:
(i) the Stride share options scheme
pursuant to which options over shares
in the capital of Stride have been
granted in the form of EMI options
and non-qualifying options; and
(ii) the Stride Long Term Incentive
Plan;
"Stride Share(s)" ordinary share(s) of one pence each
in the capital of Stride;
"Stride Shareholders" the registered holders of Stride Shares;
"subsidiary", "subsidiary have the meanings ascribed to them
undertaking", "associated under the UK Companies Act 2006;
undertaking", "holding
company undertaking",
"undertaking"
"Takeover Offer" if, subject to the consent of the Panel,
the Offer is implemented by means of
a takeover offer as defined in Article
116(1) of the Companies Law, any offer
made by or on behalf of Rank to acquire
the issued and to be issued ordinary
share capital of Stride (other than
Excluded Shares) and, where the context
admits, any subsequent revision, variation,
extension or renewal of such offer;
"Third Party" any government, government department,
governmental or quasi-governmental,
supranational, statutory, regulatory,
environmental or investigative body
or association, institution or agency
(including, without limitation, any
trade agency) or authority (including,
without limitation, any anti-trust
or merger control authority), any court
or professional or environmental body
or any other person or body whatsoever
in any relevant jurisdiction;
"UKGC" the Gambling Commission of Great Britain;
"uncertificated" or "in a share or other security recorded
uncertificated form" on the relevant register as being held
in uncertificated form in CREST and
title to which, by virtue of the Uncertificated
Securities Order, may be transferred
by means of CREST;
"Uncertificated Securities the Companies (Uncertificated Securities)
Order" (Jersey) Order 1999, as amended;
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland;
"United States" or "US" the United States of America, its territories
and possessions, any state of the United
States of America, the District of
Columbia and all other areas subject
to its jurisdiction and any political
sub-division thereof;
"US Exchange Act" the United States Securities Exchange
Act of 1934, as amended, and the rules
and regulations promulgated thereunder;
"Voting Record Time" the date and time to be specified in
the Scheme Document by reference to
which entitlement to vote at the Court
Meeting will be determined;
"Wider Rank Group" Rank and associated undertakings and
any other body corporate, partnership,
joint venture or person in which Rank
and all such undertakings (aggregating
their interests) have a Significant
Interest; and
"Wider Stride Group" Stride and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Stride
and such undertakings (aggregating
their interests) have a Significant
Interest.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All the times referred to in this announcement are London,
United Kingdom times unless otherwise stated.
References to the singular include the plural and vice
versa.
All references to any statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced, or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
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
ACQWGUMCAUPBUMG
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