TIDMTEG
RNS Number : 2965Z
Ten Entertainment Group PLC
10 January 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
10 January 2024
RECOMMED CASH ACQUISITION
of
Ten Entertainment Group plc
by
Neon Buyer Limited
(a newly formed company indirectly owned by
investment funds advised by Trive Capital Partners LP)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Update on the letter of intent given by Gresham House Asset
Management Limited
On 6 December 2023, the boards of Ten Entertainment Group plc
("TEG") and Neon Buyer Limited ("Bidco"), a newly incorporated
entity indirectly owned by investment funds advised by Trive
Capital Partners LP, announced that they had reached agreement on
the terms and conditions of a recommended cash acquisition by Bidco
of the entire issued and to be issued share capital of TEG (the
"2.7 Announcement") (the "Acquisition"). The Acquisition is to be
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006. The scheme document in
connection with the Acquisition was published on 19 December
2023.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the 2.7 Announcement.
As set out in Appendix 3 of the 2.7 Announcement, Bidco had
received a non-binding letter of intent from Gresham House Asset
Management Limited ("Gresham House") to vote in favour of the
resolutions relating to the Acquisition at the Meetings in respect
of 7,558,050 TEG Shares, representing 11.03 per cent. of TEG's
existing ordinary issued share capital at the Latest Practicable
Date (the "Gresham House LOI") .
On 2 January 2024, Gresham House announced that it had sold a
total of 8,767 TEG Shares subject to the Gresham House LOI and on
10 January 2024, Gresham House announced that it had further sold a
total of 991,233 TEG Shares subject to the Gresham House LOI
(together, the "Sold Shares") representing, in aggregate
approximately 13.2 per cent. of Gresham House's total holding in
TEG (as previously disclosed in the 2.7 Announcement). As a result,
with effect from completion of the sale of the Sold Shares:
- the Gresham House LOI has ceased to apply in respect of the Sold Shares; and
- the Gresham House LOI now applies in respect of Gresham
House's remaining holding of 6,558,050 TEG Shares, representing
approximately 9.57 per cent. of the issued ordinary share capital
of TEG as at close of business on 9 January 2024 (being the last
business day prior to the date of this announcement).
Therefore, the total number of TEG Shares which are subject to
either irrevocable undertakings or non-binding letters of intent in
relation to TEG Shares is 26,066,151, representing approximately
38.05 per cent. of the issued ordinary share capital of TEG as at
close of business on 9 January 2024 (being the last business day
prior to the date of this announcement) .
Enquiries
Trive
Conner Searcy
Shravan Thadani + 1 214 499 9722
Cavendish Capital Markets Limited
(Sole Financial Adviser to Bidco
and Trive)
Henrik Persson
Carl Holmes
Seamus Fricker
Fergus Sullivan + 44 20 7220 0500
Further information
Cavendish Capital Markets Limited ("Cavendish"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser to Trive and Bidco and no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than Trive and Bidco for
providing the protections offered to clients of Cavendish or for
providing advice in connection with any matter referred to in this
announcement. Neither Cavendish nor any of its affiliates (nor
their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Cavendish in
connection with this announcement, any statement contained herein,
the Offer or otherwise. No representation or warranty, express or
implied, is made by Cavendish as to the contents of this
announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of TEG in any
jurisdiction in contravention of applicable law. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of an Offer,
the Offer Document), which contains the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote in respect of the Scheme or other
response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if
the Acquisition is implemented by way of an Offer, the Offer
Document).
This announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this announcement since such date.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation, the Listing Rules and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England.
The availability of the Acquisition to TEG Shareholders who are
not resident in and citizens of the UK may be affected by the laws
of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the UK to vote their TEG
Shares with respect to the Scheme at the Meetings, or to appoint
another person as proxy to vote at the Meetings on their behalf,
may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document (or, if the Acquisition is implemented by way of an Offer,
will be included in the Offer Document).
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, in whole or in part,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Acquisition by any such use,
means, instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Copies of this announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including, without
limitation, agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders is included
in the Scheme Document (or, if the Acquisition is implemented by
way of an Offer, will be included in the Offer Document).
Notice to U.S. TEG Shareholders
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the U.S. Securities Exchange Act
of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
The financial information included in this announcement has been
prepared in accordance with generally accepted accounting
principles of the UK and thus may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer, which is to be made into the United
States, such Offer will be made in compliance with the applicable
U.S. laws and regulations.
It may be difficult for U.S. holders of TEG Shares to enforce
their rights and any claim arising out of the U.S. federal laws,
since Bidco and TEG are located in a non-U.S. jurisdiction, and
some or all of their officers and directors may be residents of a
non-U.S. jurisdiction. U.S. holders of TEG Shares may not be able
to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Trive or their nominees, or
their brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, TEG Shares
outside of the U.S., other than pursuant to the Acquisition, until
the date on which the Acquisition becomes Effective, lapses or is
otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the
U.S. Exchange Act, Cavendish will continue to act as exempt
principal traders in TEG shares on the London Stock Exchange. 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 United
Kingdom, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website,
www.londonstockexchange.com.
U.S. TEG Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that
such consequences, if any, are not described herein. U.S. TEG
Shareholders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this
transaction.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the
10th business day following the commencement of the offer period
and, if appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement and the documents required to be published under
Rule 26 of the Takeover Code will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on TEG's website at www.tegplc.co.uk by no later
than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, neither the content of
this website nor of any website accessible from any hyperlinks are
incorporated by reference or forms part of this announcement.
Rounding
Certain figures in this announcement have been subjected to
rounding adjustments.
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END
OUPEBLFFZFLZBBL
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