REG - Ten Entertainment - Further update on the LOI given by Gresham House

Ten EntertainmentAnnouncement

19/01/2024 16:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240119:nRSS3498Aa&default-theme=true

RNS Number : 3498A  Ten Entertainment Group PLC  19 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

 

19 January 2024

RECOMMENDED 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

 

Further 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").

Since publication of the Scheme Document on 19 December 2023, Gresham House
announced the following transactions in TEG Shares:

 Date of announcement  Purchase/Sale  Number of TEG Shares
 2 January 2024        Sale           8,767
 10 January 2024       Sale           991,233
 16 January 2024       Sale           500,000
 17 January 2024       Sale           250,000
 19 January 2024       Sale           26

 

(together, the "Sold Shares"). All of the Sold Shares were subject to the
Gresham House LOI. 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 5,808,024 TEG Shares, representing approximately 8.48 per
cent. of the issued ordinary share capital of TEG as at close of business on
18 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 25,316,125, representing approximately 36.96 per cent. of the issued
ordinary share capital of TEG as at close of business on 18 January 2024
(being the last business day prior to the date of this announcement).

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

 

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.

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FURKZGMMKLLGDZM