REG - Ten Entertainment - Rule 2.9 Announcement

Ten EntertainmentAnnouncement

19/01/2024 16:15

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RNS Number : 3501A  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 SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

19 January 2024

RECOMMENDED CASH OFFER

 

for

 

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

Rule 2.9 Announcement

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Takeover Code"), Ten Entertainment Group plc ("TEG") confirms that, following
the admission of 1,081,572 new ordinary shares of one pence each in the
capital of TEG (the "New Shares") to trading on the Main Market this morning,
it has 69,577,690 ordinary shares of one pence each ("TEG Shares") in issue.

The New Shares were issued and allotted in connection with the vesting and
exercise of outstanding awards under the TEG Performance Share Plan, such
awards having vested and been exercised immediately following sanction by the
Court of the scheme of arrangement under Part 26 of the Companies Act 2006,
pursuant to which TEG is to be acquired by Neon Buyer Limited and which is in
accordance with the proposals made to holders of awards under Rule 15 of the
Takeover Code.

The figure of 69,577,690 may be used by shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company under the
FCA's Disclosure Guidance and Transparency Rules.

The International Securities Identification Number for TEG Shares is
213800SL9HJUQ5BGPX17.

Enquiries

 

 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)

                                                                             +44 20 7457 2010
 Matthew Smallwood

                                                                             +44 20 7457 2005
 Justine Warren

 

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.

 

Liberum Capital Limited, 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. 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.

This announcement contains inside information in relation to TEG for the
purposes of Article 7 of the Market Abuse Regulation. The person responsible
for arranging the release of this announcement on behalf of TEG is Antony
Smith. TEG's Legal Entity Identifier is 213800SL9HJUQ5BGPX17.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

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.

The availability of the Acquisition to TEG Shareholders who are not resident
in and citizens of the United Kingdom 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 United Kingdom 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 United Kingdom to vote their Scheme 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
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.

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 this announcement and
all such documents relating to the Acquisition (including, without limitation,
agents, custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them 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, email 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.

The Acquisition is subject to English law, the jurisdiction of the Court, and
the applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange, the FCA, the Listing Rules and the Registrar of Companies.

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) .

Forward‑looking statements

This announcement (including information incorporated by reference into this
announcement), statements made regarding the Acquisition, and other
information published by Bidco and TEG, contain statements which are, or may
be deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and TEG about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements with respect to the expected effects of the Acquisition on Bidco
and TEG (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "target", "aims", "anticipates",
"continues", or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur, or be achieved.
Forward looking statements may 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 Bidco's, TEG's, any member of the Bidco Group's or any
member of the TEG Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of the global economic conditions and
governmental regulation on Bidco's, TEG's, any member of the Bidco Group's or
any member of the TEG Group's business.

Although Bidco and TEG believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and TEG can give no assurance
that such expectations will prove to have been correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite shareholder approvals and the
satisfaction of other Conditions on the proposed terms and schedule; changes
in the global, political, economic, business and competitive environments and
in market and regulatory forces; changes in future exchange and interest
rates; changes in tax rates; future business combinations or disposals;
changes in general economic and business conditions; changes in the behaviour
of other market participants; changes in the anticipated benefits of the
Acquisition not being realised as a result of changes in general economic and
market conditions in the countries in which Bidco and TEG operate; weak,
volatile or illiquid capital and/or credit markets; changes in tax rates,
interest rate and currency value fluctuations, the degree of competition in
the geographic and business areas in which Bidco and TEG operate; and changes
in laws or in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.

Neither Bidco nor TEG nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, any cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the TEG Group, there may be additional changes
to the TEG Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be materially
greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor TEG is under any obligation, and Bidco and TEG expressly disclaim
any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Publication on website

In accordance with Rule 26 of the Takeover Code, a copy of this announcement
will be made available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on TEG's website
at www.tegplc.co.uk (http://www.tegplc.co.uk) by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement.

 

For the avoidance of doubt, neither the content of TEG's website, nor of any
other website accessible from hyperlinks, are incorporated by reference or
form part of this announcement.

 

No profit forecasts, profit estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for TEG for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
TEG.

 

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, TEG Shareholders, persons
with information rights and participants in the TEG Share Plan may request a
hard copy of this announcement by contacting TEG's registrars, Computershare
Investor Services plc during business hours (8:30 a.m. to 5:30 p.m.) on +44
(0370) 889 4092 (if calling from outside of the UK, please ensure the country
code is used) or by submitting a request in writing to Computershare Investor
Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.

 

For any of such persons who receive a copy of this announcement in electronic
form, a hard copy of this announcement will not be sent unless so requested.
Such persons may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be in
hard copy form.

 

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by TEG Shareholders, persons with information rights and
other relevant persons for the receipt of communications from TEG may be
provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

 

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.

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