REG - Ten Entertainment - Scheme of Arrangement becomes Effective

Ten EntertainmentAnnouncement

23/01/2024 10:15

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RNS Number : 6228A  Ten Entertainment Group PLC  23 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

23 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

Scheme of Arrangement becomes Effective

On 6 December 2023, the boards of directors of Ten Entertainment Group plc
("TEG") and Neon Buyer Limited ("Bidco") announced they had reached agreement
on the terms and conditions of a recommended cash acquisition by Bidco of the
entire issued and to be issued ordinary share capital of TEG (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 "Act") (the "Scheme").

 

The circular in relation to the Scheme, including full details of the
Acquisition, was published on 19 December 2023 (the "Scheme Document"). On 22
December 2023, an announcement was released by TEG to update the Voting Record
Time and the timing of the Court Meeting (the "Updated Timetable
Announcement").

 

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.

 

On 11 January 2024, the requisite majority of Scheme Shareholders voted to
approve the Scheme at the Court Meeting and the requisite majority of TEG
Shareholders voted to pass the Resolution to implement the Scheme, including:
(a) the amendment of TEG's Articles; and (b) the re-registration of TEG as a
private limited company conditional on the Scheme becoming Effective, at the
General Meeting.

 

On 19 January 2024, TEG announced that the Court had sanctioned the Scheme at
the Sanction Hearing held earlier on the same date.

 

TEG and Bidco are pleased to announce that, following the delivery of a copy
of the Court Order (together with a copy of the Scheme and all documents
required to be annexed thereto) to the Registrar of Companies, the Scheme has
today become Effective in accordance with its terms and, pursuant to the
Scheme, the entire issued share capital of TEG is now owned by Bidco.

 

Suspension and cancellation of admission to listing and trading of TEG Shares

 

As previously announced, applications were made for the suspension, and
subsequent cancellation of listing of TEG Shares on the Official List and the
admission of TEG Shares to trading on the London Stock Exchange's Main Market,
and therefore dealings in TEG Shares were suspended with effect from 7.30 a.m.
this morning, 23 January 2024. As a result of the Scheme having become
Effective, share certificates in respect of Scheme Shares have ceased to be
valid documents of title and entitlements to Scheme Shares held in
uncertificated form in CREST are being cancelled.

 

Applications have been made to the Financial Conduct Authority and the London
Stock Exchange in relation to the cancellation of the listing of TEG Shares
from the Official List and for the cancellation of the admission to trading of
TEG Shares on the Main Market, both of which are expected to take effect by
8.00 a.m. on 24 January 2024.

 

As a result of this announcement, TEG is no longer in an "Offer Period" as
defined in the Takeover Code and accordingly the dealing disclosure
requirements previously notified to investors no longer apply.

 

Consideration and settlement

 

In accordance with the terms of the Scheme, a Scheme Shareholder on the
register of members of TEG at the Scheme Record Time, being 6.00 p.m. on 22
January 2024, will be entitled to receive 412.5 pence in cash for each Scheme
Share held.

 

As set out in the Scheme Document, settlement of the consideration to which
any Scheme Shareholder is entitled will be effected by way of electronic
payment or the despatch of cheques or the crediting of CREST accounts (for
Scheme Shareholders holding Scheme Shares in certificated form and in
uncertificated form respectively) as soon as practicable and in any event not
later than 14 days after the Effective Date, being 6 February 2024.

 

Board changes

 

As the Scheme has now become Effective, TEG duly announces that, as of today's
date, Adam Bellamy, Christopher Mills, Julie Sneddon, Laura May and Sangita
Shah have each tendered their resignation and stepped down from the TEG Board.
Graham Blackwell and Antony Smith will remain as directors on the TEG Board.

 

            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                       +44 20 7457 2010
 TEG)

                                                                                          +44 20 7457 2005
 Matthew Smallwood

 Justine Warren

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. 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.

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.

 

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