RCS - Ten Entertainment - Cancellation of listing and admission to trading

Ten EntertainmentAnnouncement

24/01/2024 14:30

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RNS Number : 8066A  Ten Entertainment Group PLC  24 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 SUCH JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

24 January 2024

 

Ten Entertainment Group plc

 

("TEG" or the "Company")

 

Cancellation of listing and admission to trading of TEG Shares

 

Further to the announcement made by TEG and Neon Buyer Limited ("Bidco") on 23
January 2024, TEG confirms that the listing of TEG Shares on the Official List
and the admission of TEG Shares to trading on the Main Market of the London
Stock Exchange were each cancelled with effect from 8.00 am today, 24 January
2024.

 

This announcement should be read in conjunction with the full text of the
circular in relation to the Court-sanctioned scheme of arrangement under Part
26 of the Companies Act 2006 to implement the Acquisition published on 19
December 2023 (the "Scheme Document"). Capitalised terms used in this
announcement shall, unless otherwise defined, have the same meanings as set
out in the Scheme Document. All references to times in this announcement are
to London, United Kingdom times.

 

            Enquiries:

 Trive                                                                          + 1 214 499 9722

 Conner Searcy

 Shravan Thadani

 Cavendish Capital Markets Limited (Sole Financial Adviser to Bidco and Trive)  + 44 20 7220 0500

 Henrik Persson

 Carl Holmes

 Seamus Fricker

 Fergus Sullivan

 George Dollemore

 TEG                                                                            + 44 1234 751 333

 Graham Blackwell (Chief Executive Officer)                                     investors@tegplc.co.uk

 Antony Smith (Chief Financial Officer and Company Secretary)

 Lazard & Co., Limited (Sole Financial Adviser and Rule 3 Adviser to TEG)       +44 20 7187 2000

 Vasco Litchfield

 Nicholas Page

 Andrea Francisco

 David Cartwright

 Liberum Capital Limited (Sole Corporate Broker to TEG)                         + 44 20 3100 2222

 Andrew Godber

 Edward Thomas

 Satbir Kler

 Instinctif Partners Ltd (Strategic Reputation Adviser to TEG

 Matthew Smallwood

 Justine Warren                                                                 +44 20 7457 2010

                                                                                +44 20 7457 2005

Kirkland & Ellis International LLP is acting as legal adviser to Trive and
Bidco. Shoosmiths LLP is acting as legal adviser to TEG.

Important Notices

Lazard, which is authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser to TEG and for no one else in connection with the
Acquisition and will not be responsible to anyone other than TEG for providing
the protections afforded to its clients nor for providing advice in relation
to the Acquisition, the contents of this announcement or any other matters
referred to in this announcement. Neither Lazard nor any of its 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 Lazard in connection with this
announcement, any statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by Lazard as to the
contents of this announcement.

 

Cavendish, which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser to Trive and Bidco and for no one else in
connection with the Acquisition and will not be responsible to anyone other
than Trive and Bidco for providing the protections afforded to its clients nor
for providing advice in relation to the Acquisition, the contents of this
announcement or any other matters referred to in this announcement. Neither
Cavendish nor any of its 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
Cavendish in connection with this announcement, any statement contained
herein, the Acquisition or otherwise. No representation or warranty, express
or implied, is made by Cavendish as to the contents of this announcement.

 

Liberum, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as Sole Broker for TEG and for no one else in connection
with the subject matter of this announcement and will not be responsible to
anyone other than TEG for providing the protections afforded to its clients or
for providing advice in connection with the subject matter of this
announcement. Neither Liberum 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
Liberum in connection with the Acquisition, this announcement, any statement
contained herein or otherwise. No representation or warranty, express or
implied, is made by Liberum as to the contents of this announcement.

 

Further information

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.

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

Overseas shareholders

This announcement has been prepared in accordance with, and for the purposes
of complying with, English law, the Takeover Code, the Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules and the Listing
Rules and information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws of jurisdictions outside of England.

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the law of any jurisdiction other
than the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements.

Additional information for US investors

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 rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.

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 would
be made in compliance with applicable US laws and regulations.

The financial information included in this announcement and the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the Offer
Document) has been prepared in accordance with generally accepted accounting
standards applicable in the United Kingdom and thus may not be comparable to
the financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.

US TEG Shareholders also should be aware that the transaction contemplated
herein may have tax consequences in the US and, that such consequences, if
any, are not described herein. TEG Shareholders are urged to consult with
legal, tax and financial advisers in connection with making a decision
regarding this transaction.

It may be difficult for US holders of TEG Shares to enforce their rights and
any claim arising out of the US federal laws, since Bidco and TEG are located
in a non-US jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of TEG shares may not be
able to sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's jurisdiction or judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Securities Exchange Act of 1934, Trive, its 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 US, 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 US
Securities Exchange Act of 1934, Cavendish will continue to act as an exempt
principal trader in TEG Shares on the London Stock Exchange. If such purchases
or arrangements to purchase were to be made, they would 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 at
www.londonstockexchange.com (http://www.londonstockexchange.com) .

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