Ten Entertainment - Publication of the Scheme Document
19/12/2023 07:00
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RNS Number : 2207X Ten Entertainment Group PLC 19 December 2023
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 December 2023
RECOMMENDED CASH OFFER
for
Ten Entertainment Group plc
by
Neon Buyer Limited
(a newly incorporated entity to be indirectly owned by investment funds
advised by Trive)
to be effected by means of a Scheme of Arrangement under Part 26 of
the Companies Act 2006
Publication of the Scheme Document and expected timetable of principal events
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, announced that they had reached agreement
on the terms of a recommended cash offer by Bidco for the entire issued and to
be issued 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").
Publication of the Scheme Document
TEG is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document"), setting out, amongst other things, a letter from the Chair
of TEG, an explanatory statement pursuant to section 897 of the Act, the full
terms and conditions of the Scheme, an expected timetable of principal events,
notices of the Court Meeting and General Meeting (together, the "Meetings")
and details of the action to be taken by TEG Shareholders, has been published
today. The Scheme Document is available, subject to certain restrictions
relating to persons in Restricted Jurisdictions, on TEG's website
at https://www.tegplc.co.uk/ (https://www.tegplc.co.uk/) .
Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting
and the General Meeting will be sent to TEG Shareholders. For information
purposes only, TEG is also sending a copy of the Scheme Document to persons
with information rights and any holders of options or awards under the TEG
Share Plan and details of the proposals being made to such participants will
be sent to them separately.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references in
this announcement to times are to London, United Kingdom time unless otherwise
stated.
Recommendation
The TEG Directors, who have been so advised by Lazard & Co., Limited
("Lazard") as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its advice to the TEG
Directors, Lazard has taken into account the commercial assessments of the TEG
Directors. Lazard is providing independent financial advice to the TEG
Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the TEG Directors unanimously recommend that Scheme Shareholders
vote in favour of the Scheme at the Court Meeting, and that TEG Shareholders
vote in favour of the Resolution to be proposed at the General Meeting. The
TEG Directors who are interested in TEG Shares have irrevocably undertaken to
vote in favour of the Scheme at the Court Meeting and in favour of the
Resolution to be proposed at the General Meeting in respect of their entire
beneficial holdings of 500,048 TEG Shares, representing approximately 0.73
per cent. of Scheme Shares entitled to vote at the Court Meeting and 0.73 per
cent. of the issued share capital of TEG as at the Latest Practicable Date.
When taken together with the irrevocable undertakings and letters of intent
that Bidco has received from other TEG Shareholders, Bidco has received
irrevocable undertakings to vote in favour of the Scheme at the Court Meeting
in respect of a total of 26,566,103 TEG Shares representing approximately
38.78 per cent. of Scheme Shares entitled to vote at the Court Meeting and to
vote in favour of the Resolution at the General Meeting in respect of a total
of 26,566,103 TEG Shares representing approximately 38.78 per cent. of the
issued share capital of TEG as at the Latest Practicable Date.
TEG Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.
Actions required and notices of the Court Meeting and General Meeting
As detailed further in the Scheme Document, in order to become Effective, the
Scheme will require, amongst other things: (i) approval by a majority in
number of the Scheme Shareholders entitled to vote and present and voting,
either in person or by proxy at the Court Meeting (or any adjournment
thereof), representing not less than 75 per cent. in value of the Scheme
Shares voted by such Scheme Shareholders; (ii) passing of the Resolution
necessary to, amongst other things, implement the Scheme at the General
Meeting, by the requisite majority of TEG Shareholders at the General Meeting;
and (iii) the sanction of the Scheme by the Court. The Scheme is also subject
to the satisfaction (or, where applicable, waiver) of the other Conditions
that are set out in the Scheme Document.
Notices of the Meetings, each of which will be held at the offices of Lazard
& Co., Limited, 50 Stratton Street, London, W1J 8LL on 11 January 2024,
are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m.
on that date and the General Meeting will start at 10.15 a.m. on that date (or
as soon thereafter as the Court Meeting is concluded or adjourned).
Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to the Scheme Shareholders and TEG Shareholders before
the relevant Meetings, through TEG's website at https://www.tegplc.co.uk/
(https://www.tegplc.co.uk/) and by announcement through a Regulatory
Information Service.
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of the Scheme. Scheme Shareholders
and TEG Shareholders are therefore strongly encouraged to complete, sign and
return their Forms of Proxy (by post or by hand, email or through the CREST
electronic proxy appointment service or electronically through the Investor
Centre) for the Meetings as soon as possible and in any event so that the
proxy appointment and instructions are received no later than 10.00 a.m. on 9
January 2024 in the case of the Court Meeting and 10.15 a.m. on 9 January 2024
in the case of the General Meeting or, in the case of any adjournment, not
later than 48 hours before the time fixed for such adjourned Meeting(s)
(excluding any non-working days). Scheme Shareholders and TEG Shareholders are
also strongly encouraged, in respect of each Meeting, to appoint "the Chair of
the Meeting" as their proxy.
Timetable
The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. Subject to obtaining the approval of the requisite majority of
Scheme Shareholders at the Court Meeting, the requisite majority
of TEG Shareholders at the General Meeting, the sanction of the Court and
the satisfaction or, where applicable, waiver of the other Conditions (as set
out in the Scheme Document), the Scheme is expected to become Effective in the
first quarter of 2024.
The dates and times given herein are indicative only, are based on TEG's and
Bidco's current expected dates for the implementation of the Scheme and are
subject to change. If any of the key dates and/or times set out in the
expected timetable change, notice of any such change will be made by the
issuance of an announcement through a Regulatory Information Service, with
such announcements also being made available on TEG's website
at https://www.tegplc.co.uk/ (https://www.tegplc.co.uk/) and, if required by
the Panel, by posting notice of the change(s) to TEG Shareholders.
Information for TEG Shareholders
If the Scheme is sanctioned as outlined above, the last day of dealings in,
and for registration of transfers of, TEG Shares on the Main Market of the
London Stock Exchange is expected to be the Business Day immediately after the
Sanction Hearing, following which TEG will make an application to the London
Stock Exchange for suspension of dealings in TEG Shares on the London Stock
Exchange's Main Market with effect from 7.30 a.m. on the second Business Day
following the Sanction Hearing. It is intended that, prior to the Effective
Date, requests will be made to: (i) the London Stock Exchange for TEG Shares
to cease to be admitted to trading on the London Stock Exchange's Main Market;
and (ii) the FCA for the listing of TEG Shares on the Official List to be
cancelled, in each case to take effect by 8.00 a.m. on the Business Day
following the Effective Date.
On the Effective Date, share certificates in respect of Scheme Shares will
cease to be valid. In addition, entitlements to Scheme Shares held within the
CREST system will be cancelled on the Effective Date.
TEG Shareholder helpline
If TEG Shareholders have any questions about this announcement, the Scheme
Document, the Court Meeting or the General Meeting, or how to complete the
Forms of Proxy or to submit your proxies through the CREST electronic proxy
appointment service or online or electronically through Investor Centre,
please contact TEG's registrar, Computershare Investor Services plc, between
8:30 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England
and Wales) on +44 (0370) 889 4092 (if calling from outside of the United
Kingdom, please ensure the country code is used). Calls from outside of the
United Kingdom will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be recorded
and randomly monitored for security and training purposes. Please note that
Computershare cannot provide advice on the merits of the Acquisition or give
any financial, legal or tax advice.
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
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial adviser to
Bidco and Trive and for no one else in connection with subject matter of this
announcement and will not be responsible to anyone other than Bidco and Trive
for providing the protections afforded to its clients or for providing advice
in relation to the subject matter of this announcement, the contents of this
announcement or any other matters 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
Acquisition or otherwise. No representation or warranty, express or implied,
is made by Cavendish as to the contents of this announcement.
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.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through the Scheme Document and
the accompanying Forms of Proxy, which contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of the
Acquisition. Any approval, decision or other response to the Acquisition
should be made only on the basis of the information in the Scheme Document.
TEG Shareholders are strongly advised to read the formal documentation in
relation to the Acquisition. Each TEG Shareholder is urged to consult its
independent professional adviser immediately regarding the tax consequences to
it (or its beneficial owners) of the Acquisition.
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
service 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 does not constitute a prospectus or prospectus equivalent
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
and the AIM 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 laws of any jurisdiction other
than the United Kingdom should inform themselves about, 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 a
citizen. 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 execute and deliver Forms of Proxy (or
other proxy instructions) appointing another 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.
Neither this announcement nor the Scheme Document nor any of the accompanying
documents do or are intended to constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval
pursuant to the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful. This announcement, the Scheme Document
and the accompanying Forms of Proxy have been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange and the
Takeover Code, and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the law of any jurisdiction outside of England and Wales.
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 constitute a violation of the
relevant laws or regulations of such jurisdiction and no person may vote in
favour of the Scheme 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.
The Acquisition is subject to English law and the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the FCA, the
London Stock Exchange and the Registrar of Companies.
Additional information for U.S. investors
TEG Shareholders in the United States should note that the Offer relates to
the securities of a UK company, is subject to UK disclosure requirements and
practices (which are different from those of the United States) and is
proposed to be effected by means of a scheme of arrangement under English law.
This announcement, the Scheme Document and certain other documents relating to
the Offer have been or will be prepared in accordance with English law, the
Takeover Code and UK disclosure requirements, format and style, all of which
differ from those in the United States. 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 U.S. Exchange Act. Accordingly, the Offer is
subject to the disclosure requirements of 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 the right to implement the Acquisition by
way of an Offer and determines to extend the offer into the United States, the
Offer will be made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the U.S. Securities Act
or U.S. Exchange Act.
TEG's financial statements, and all financial information that is included in
this announcement or that may be included in the Scheme Document, or any other
documents relating to the Offer, have been or will be prepared in accordance
with International Financial Reporting Standards and may not be comparable to
financial statements of companies in the United States or other companies
whose financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
The receipt of cash pursuant to the Offer by a U.S. holder as consideration
for the transfer of its Scheme Shares pursuant to the Scheme will likely be a
taxable transaction for United States federal income tax purposes and under
applicable United States state and local, as well as foreign and other, tax
laws. Each TEG Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the Offer applicable to
him.
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.
Forward-looking statements
This announcement (including information incorporated by reference in 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 relating 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 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.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results and are
based on certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward-looking
statements. These factors include, but are not limited to, the satisfaction
of the conditions to the Offer, as well as additional factors, such as changes
in political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits, success of
business and operating initiatives and restructuring objectives, impact of any
acquisitions or similar transactions, changes in customers' strategies and
stability, competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, and the outcome of
any litigation. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward-looking statements, which speak
only as of the date of this announcement. All subsequent forward-looking
statements attributable to Bidco or TEG or any of their respective members,
directors, officers or employees or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement above. Bidco
and TEG disclaim any obligation to update any forward-looking or other
statements contained in this announcement, except as required by applicable
law.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. 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) applies must be made by no
later than 3.30 pm (London time) on the 10(th) business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) 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 per cent. 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, 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 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 this website
nor of any website accessible from any hyperlinks on such website are
incorporated by reference or forms part of this announcement.
Neither the contents of TEG's website, nor those of any other website
accessible from hyperlinks on TEG's website, are incorporated into 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 Document by contacting 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. In accordance with Rule 30.3 of
the Takeover Code, you may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition
should be in hard copy form. Please note that Computershare Investor Services
plc cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
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 Offer 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.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.
General
Bidco reserves the right to elect to implement the Acquisition by way of an
Offer as an alternative to the Scheme, subject to the Panel's consent and
(while the Cooperation Agreement is continuing) to the terms of the
Cooperation Agreement. In such event, such Offer will be implemented on
substantially the same terms and conditions so far as applicable, as those
which would apply to the Scheme (subject to appropriate amendments, including
(without limitation and for so long as the Cooperation Agreement is continuing
and the Offer arises in accordance with the terms of the Cooperation
Agreement) an acceptance condition set at 90 per cent. of the TEG Shares (or
such other percentage as Bidco may decide after, to the extent necessary,
consultation with the TEG and, to the extent necessary, the Panel, being in
any case more than 50 per cent. of the TEG Shares)).
If the Acquisition is effected by way of an Offer, and such Offer becomes or
is declared unconditional and sufficient acceptances are received in respect
of such Offer, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the
remaining TEG Shares in respect of which the Offer has not been accepted.
Investors should be aware that Bidco may purchase TEG Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.
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.
Appendix
Expected Timetable of Principal Events
Event Expected time/date((1))
Publication of this Document 19 December 2023
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE Form of Proxy) 10:00 a.m. on 9 January 2024((2))
General Meeting (YELLOW Form of Proxy) 10:15 a.m. on 9 January 2024((3))
Voting Record Time 6:30 p.m. on 9 January 2024((4))
Court Meeting 10:00 a.m. on 11 January 2024
General Meeting 10:15 a.m. on 11 January 2024((5))
The following dates and times associated with the Scheme are subject to change
and will depend on, among other things, the date on which the Conditions to
the Scheme are satisfied or, if capable of waiver, waived, and the date on
which the Court sanctions the Scheme. TEG will give adequate notice of all of
these dates and times, when known, by issuing an announcement through a
Regulatory Information Service, with such announcement being made available on
TEG's website at www.tegplc.co.uk (http://www.tegplc.co.uk) . Further updates
and changes to these times will be notified in the same way. See also note (1)
Court Hearing to sanction the Scheme 19 January 2024
Last day of dealings in, and for the registration of transfers of TEG Shares 22 January 2024
Scheme Record Time and Date 6:00 p.m. on 22 January 2024
Disablement of CREST in respect of TEG Shares 6:00 p.m. on 22 January 2024
Suspension of listing of, and dealings in TEG Shares 7:30 a.m. on 23 January 2024
Effective Date of the Scheme 23 January 2024
Cancellation of listing and admission to trading of TEG Shares on the Main By 8:00 a.m. on 24 January 2024
Market
Latest date for despatch of cheques and for settlement through CREST or other 6 February 2024 (within 14 days of the Effective Date)
form of payment in respect of Consideration due under the Scheme
Long-Stop Date 11:59 p.m. on 6 June 2024((6))
Notes:
(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged
no later than 48 hours (excluding any part of such 48-hour period falling on a
non-working day) before the time and date set for the Court Meeting. A copy
of a completed and signed BLUE Form of Proxy not so lodged may be handed to
the chair of the Court Meeting at any time before the time that the Court
Meeting is due to commence and will still be valid.
(2) If either the Court Meeting or the General Meeting is adjourned, only
those Scheme Shareholders (in the case of the Court Meeting) and those TEG
Shareholders (in the case of the General Meeting) on the register of members
of TEG at 6.00 p.m. on the day which is two Business Days before the date of
the adjourned Meeting will be entitled to attend and vote.
(3) To commence at 10:15 a.m. or as soon thereafter as the Court Meeting shall
have been concluded or adjourned.
(4) These dates and times are indicative only and will depend, among
other things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a
copy of the Court Order is delivered to the Registrar of Companies.
(5) This is the latest date by which the Scheme may become Effective
unless Bidco and TEG agree (and the Panel and, if required, the Court permit)
a later date or if the Panel requires an extension to the Long Stop Date
pending final determination of an issue under section 3(g) of Appendix 7 to
the Takeover Code.
(6) This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as may be
agreed by TEG and Bidco (with the Panel's consent and as the Court may approve
(if such approval(s) are required)).
TEG Share Plan participants will be contacted separately to inform them of the
effect of the Scheme on their rights under the TEG Share Plan.
All references in this announcement to times are to London time unless
otherwise stated.
The dates and times given are indicative only and are based on TEG's and
Bidco's current expectations and may be subject to change (including as a
result of changes to the regulatory timetable). If any of the expected times
and/or dates above change (a) the revised times and/or dates will be notified
to TEG Shareholders by announcement through a Regulatory Information Service,
with such announcement being made available on TEG's website
at https://www.tegplc.co.uk/ (https://www.tegplc.co.uk/) and (b) if required
by the Panel, TEG will send notice of the change(s) to TEG Shareholders and,
for information only to TEG Share Plan participants.
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