REG - TT Electronics PLC Stadium Group PLC - Rule 2.7 Announcement - Recommended Cash Offer <Origin Href="QuoteRef">SDMS.L</Origin> <Origin Href="QuoteRef">TTG.L</Origin> - Part 2
15/02/2018 07:05
- Part 2: For the preceding part double click ID:nRSO9684Ea
net debt at 31 December 2017 was circa £11.8 million and the
combined deficit of its two defined benefit pension schemes was circa £3.7
million on an IAS19 basis.
12. Financing
The cash consideration payable by TT to Stadium Shareholders under the
Transaction will be financed from TT's existing cash resources and committed
bank facilities.
Rothschild, as financial adviser to TT, is satisfied that sufficient resources
are available to TT to satisfy, in full, the cash consideration payable to
Stadium Shareholders under the terms of the Transaction.
13. Structure of the Transaction
13.1 Terms and conditions
The Transaction is conditional upon, amongst other things, the approval of the
Scheme by the Scheme Shareholders and the sanction of the Scheme by the Court.
Appendix 1 to this announcement sets out the Conditions and further terms to
which the Transaction will be subject. The Transaction does not require the
approval of TT shareholders.
13.2 Scheme of arrangement
It is intended that the Transaction will be implemented by way of a
Court-sanctioned scheme of arrangement between Stadium and the Scheme
Shareholders under Part 26 of the Companies Act 2006. The Scheme is an
arrangement between Stadium and the Scheme Shareholders. The procedure
involves, among other things, an application by Stadium to the Court to
sanction the Scheme. The purpose of the Scheme is to enable TT to become the
owner of the whole of the issued and to be issued share capital of Stadium.
Under the Scheme, the Scheme Shares held by Scheme Shareholders will be
transferred to TT in consideration for which Scheme Shareholders will receive
the Cash Consideration on the basis described in paragraph 2 above.
The Scheme is subject to the Conditions. To become effective, the Scheme
requires the approval of Scheme Shareholders by the passing of a resolution at
the Court Meeting. The resolution to approve the Scheme must be approved by a
majority in number of the Scheme Shareholders present and voting (and entitled
to vote), either in person or by proxy, representing not less than 75 per
cent. in value of the Scheme Shares voted by such Scheme Shareholders. In
addition, a special resolution must be passed at the Stadium General Meeting
to authorise the Stadium Directors to give effect to the Scheme and deal with
certain ancillary matters, which requires the approval of Stadium Shareholders
representing at least 75 per cent. of the votes cast at the Stadium General
Meeting (either in person or by proxy). The Stadium General Meeting will be
held immediately after the Court Meeting.
The Stadium Meetings are to be held no later than the 22nd day after the
expected date of the Stadium Meetings to be set out in the Scheme Document in
due course (or such later date as may be agreed between Stadium and TT).
Following the Stadium Meetings, the Scheme must be sanctioned by the Court
(with or without modification but with any such modification being acceptable
to TT and Stadium) no later than the 22nd day after the expected date of the
Scheme Court Hearing to be set out in the Scheme Document in due course (or
such later date as may be agreed between Stadium and TT). The Scheme will
only become effective once a copy of the Scheme Court Order is delivered to
the Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all Stadium
Shareholders, irrespective of whether or not they attended or voted at the
Stadium Meetings (and if they attended and voted, whether or not they voted in
favour of the resolutions at such meetings) and the Cash Consideration will be
despatched by TT to Scheme Shareholders no later than 14 days after the
Effective Date.
The Scheme shall lapse if the Scheme does not become effective by the Long
Stop Date, provided that the deadline for the Scheme to become effective may
be extended by agreement between Stadium and TT, with the consent of the Court
or the Panel, if required.
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the Stadium General Meeting and the expected
timetable, and will specify the action to be taken by Scheme Shareholders. The
Forms of Proxy accompanying the Scheme Document will also be posted to Scheme
Shareholders.
The Scheme will be governed by the laws of England and Wales. The Scheme will
be subject to the applicable requirements of the Code, the Panel, the London
Stock Exchange and the FCA.
13.3 Timetable
The timing of implementation of the Transaction will be dependent upon a
number of factors including availability of the Court. However, subject to
these factors, it is expected that the posting of the Scheme Document will
occur in March 2018 and that the Scheme will become effective in the second
quarter of 2018.
13.4 Cancellation of admission to trading and re-registration
Shortly before the Effective Date, an application will be made to the London
Stock Exchange for admission of the Stadium Shares to trading on AIM to be
cancelled on the first Business Day following the Effective Date. The last day
of dealings in, and for registration of transfers of, Stadium Shares is
expected to be at the close of business on the Business Day before the
Effective Date. No dealings in Stadium Shares will be registered after this
date.
It is intended that the cancellation of admission of the Stadium Shares to
trading on AIM will take effect at the opening of business on the first
Business Day following the Effective Date. In addition, at the opening of
business on the first Business Day following the Effective Date entitlements
to Stadium Shares held within the CREST system will be cancelled and share
certificates in respect of Scheme Shares will cease to be valid and should, if
so requested by Stadium, be sent to Stadium for cancellation. It is also
intended that as soon as possible after the Effective Date, Stadium will be
re-registered as a private limited company under the relevant provisions of
the Companies Act.
14. Opening Position Disclosure
In connection with the Transaction, TT will make a public Opening Position
Disclosure setting out details of its interests or short positions in, or
rights to subscribe for, any relevant securities of Stadium by no later than
12 noon (London time) on 1 March 2018.
TT's Opening Position Disclosure will include details of any interests or
short positions in, or rights to subscribe for, any relevant securities of
Stadium held by all persons acting in concert with TT.
15. Disclosure of interests in Stadium Shares
As at the close of business on 14 February 2018, being the latest practicable
date before the date of this announcement, neither TT, nor any of the TT
Directors, nor, so far as TT is aware, any person acting in concert (within
the meaning of the Code) with TT has:
· any interest in, or right to subscribe for, any Stadium Shares
nor does any such person have any short position in Stadium Shares, including
any short position (whether conditional or absolute and whether in the money
or otherwise), any short position under a derivative, any agreement to sell,
any delivery obligation or right to require another person to purchase or take
delivery of Stadium Shares or any dealing arrangement of the kind referred to
in Note 11 of the definition of acting in concert in the Code; or
· borrowed or lent any Stadium Shares or entered into any
financial collateral arrangements relating to Stadium Shares.
It has not been possible by the date of this announcement to ascertain the
interests in Stadium Shares (if any) of all of TT's concert parties. Further
enquiries will be completed before publication of TT's Opening Position
Disclosure which will include details of any interests or short positions in,
or rights to subscribe for, any relevant securities of Stadium held by all
persons acting in concert with TT.
16. Offer-related arrangements
Confidentiality Agreement
TT and Stadium entered into a confidentiality agreement on 20 December 2017
(the Confidentiality Agreement) pursuant to which TT has undertaken to keep
confidential information relating to Stadium and not to disclose it to third
parties (other than to permitted disclosees) unless required by law or
regulation.
The Confidentiality Agreement also contains undertakings from TT that for a
period of 12 months from the date of the Confidentiality Agreement, TT shall
not, without the prior written consent of Stadium, acquire or offer to acquire
any interest in securities of Stadium (which undertaking ceases as at the date
of this announcement) and that, for a period of 18 months from the date of the
Confidentiality Agreement, TT shall not solicit certain employees of Stadium
or certain consultants or independent contractors engaged by Stadium, subject
to customary carve-outs. These confidentiality obligations will cease to have
effect on completion of the Transaction. If the Transaction does not complete,
the confidentiality obligations shall remain in force for a period of 18
months from the date of the Confidentiality Agreement.
Options Letter
Stadium has provided a letter to TT dated 15 February 2018 (the Options
Letter) in which the Remco has set out the approach it has taken in relation
to the treatment of the Options under the Stadium Share Schemes.
17. Stadium Share Schemes
The Remco has set out its approach in relation to the treatment of the Options
under the Stadium Share Schemes in the Options Letter referred to at paragraph
16 above.
Details of the effect of the Transaction on the Options will be set out in the
Scheme Document or, as the case may be, the Offer Document, and, in accordance
with Rule 15 of the Code, in a separate communication to the participants in
the Stadium Share Schemes.
18. Documents available on websites
Copies of the following documents will published promptly, and in any event by
no later than 12 noon (London time) on the Business Day following this
announcement on TT's website, at http://www.ttelectronics.com/ and on
Stadium's website at www.stadiumgroupplc.com/offer-for-stadium-group-plc and
will be made available until the end of the Offer Period:
· a copy of this announcement;
· the irrevocable undertakings described in paragraph 6 and set
out in Appendix 3 to this announcement;
· the Confidentiality Agreement;
· the Options Letter;
· the consent letter of Rothschild;
· the consent letter of Numis; and
· the consent letter of N+1 Singer.
19. General
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Your attention is drawn to the further information contained in the Appendices
which form part of, and should be read in conjunction with, this
announcement.
The Transaction will be subject to the Conditions and further terms set out in
Appendix 1 to this announcement and to the full terms and conditions which
will be set out in the Scheme Document. Appendix 2 contains the bases and
sources of certain information used in this announcement. Appendix 3 contains
details of the irrevocable undertakings received in relation to the
Transaction that are referred to in this announcement. Appendix 4 contains
details of the 2017 Stadium Profit Estimate and the 2018 Stadium Profit
Forecast made by Stadium in its trading update announcement released on 8
November 2017. Appendix 5 contains definitions of certain terms used in this
announcement.
Enquiries:
TT Electronics plc
Richard Tyson, Chief Executive Officer Mark Hoad, Chief Financial Officer Emma Darke, Head of Investor Relations and Communications Tel: +44 (0)1932 825 300
Rothschild (Financial Adviser to TT) Tel: +44 (0)20 7280 5000
Neil Thwaites
Numis (Corporate Broker to TT)Luke BordewichMichael Burke Tel: +44 (0) 20 7260 1000
MHP (PR Adviser to TT) Tel: +44 (0)20 3128 8100
Tim Rowntree
Katie HuntIvana Petkova
Stadium Group plc Tel: +44 (0) 118 931 1199
Nick Brayshaw, Chairman
N+1 Singer (Financial Adviser and Broker to Stadium) Tel: +44 (0) 207 496 3000
Richard Lindley
James White
Walbrook PR (PR Adviser to Stadium) Tel: +44 (0) 20 7933 8780
Paul McManus
Important notices relating to financial advisers
N M Rothschild & Sons Limited (Rothschild), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively as financial adviser
to TT and for no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than TT for providing
the protections afforded to its clients or for providing advice in relation to
the matters referred to in this announcement. Neither Rothschild, 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 Rothschild in
connection with this announcement, any statement contained herein or
otherwise.
Numis Securities Limited (Numis), which is authorised and regulated in the
United Kingdom by the FCA, is acting solely for TT as broker and for no one
else in relation to the Transaction, the content of this announcement and
other matters described in this announcement, and will not be responsible to
anyone other than TT for providing the protections afforded to the clients of
Numis or for providing advice to any other person in relation to the
Transaction, the content of this announcement or any other matters described
in this announcement.
Nplus1 Singer Advisory LLP (N+1 Singer), which is authorised and regulated by
the FCA in the United Kingdom, is acting solely for Stadium as financial
adviser and broker in relation to the matters referred to in this announcement
and for no one else. N+1 Singer will not be responsible to anyone other than
Stadium for providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any arrangement
referred to herein. N+1 Singer has given, and not withdrawn, its consent to
the inclusion in this announcement of the references to its name and the
advice it has given to Stadium in the form and context in which they appear.
Further information
This announcement is not intended to, and does not, constitute or form part of
any 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
Transaction or otherwise. The Transaction will be implemented solely pursuant
to the terms of the Scheme Document (or, in the event that the Transaction is
to be implemented by means of a Takeover Offer, the Offer Document), which
will contain the full terms and c- Part 2: For the preceding part double click ID:nRSO9684Ea
at the
Stadium General Meeting (either in person or by proxy). The Stadium General
Meeting will be held immediately after the Court Meeting.
The Stadium Meetings are to be held no later than the 22nd day after the
expected date of the Stadium Meetings to be set out in the Scheme Document in
due course (or such later date as may be agreed between Stadium and TT).
Following the Stadium Meetings, the Scheme must be sanctioned by the Court
(with or without modification but with any such modification being acceptable
to TT and Stadium) no later than the 22nd day after the expected date of the
Scheme Court Hearing to be set out in the Scheme Document in due course (or
such later date as may be agreed between Stadium and TT). The Scheme will
only become effective once a copy of the Scheme Court Order is delivered to
the Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all Stadium
Shareholders, irrespective of whether or not they attended or voted at the
Stadium Meetings (and if they attended and voted, whether or not they voted in
favour of the resolutions at such meetings) and the Cash Consideration will be
despatched by TT to Scheme Shareholders no later than 14 days after the
Effective Date.
The Scheme shall lapse if the Scheme does not become effective by the Long
Stop Date, provided that the deadline for the Scheme to become effective may
be extended by agreement between Stadium and TT, with the consent of the Court
or the Panel, if required.
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the Stadium General Meeting and the expected
timetable, and will specify the action to be taken by Scheme Shareholders. The
Forms of Proxy accompanying the Scheme Document will also be posted to Scheme
Shareholders.
The Scheme will be governed by the laws of England and Wales. The Scheme
will be subject to the applicable requirements of the Code, the Panel, the
London Stock Exchange and the FCA.
13.3 Timetable
The timing of implementation of the Transaction will be dependent upon a
number of factors including availability of the Court. However, subject to
these factors, it is expected that the posting of the Scheme Document will
occur in March 2018 and that the Scheme will become effective in the second
quarter of 2018.
13.4 Cancellation of admission to trading and re-registration
Shortly before the Effective Date, an application will be made to the London
Stock Exchange for admission of the Stadium Shares to trading on AIM to be
cancelled on the first Business Day following the Effective Date. The last day
of dealings in, and for registration of transfers of, Stadium Shares is
expected to be at the close of business on the Business Day before the
Effective Date. No dealings in Stadium Shares will be registered after this
date.
It is intended that the cancellation of admission of the Stadium Shares to
trading on AIM will take effect at the opening of business on the first
Business Day following the Effective Date. In addition, at the opening of
business on the first Business Day following the Effective Date entitlements
to Stadium Shares held within the CREST system will be cancelled and share
certificates in respect of Scheme Shares will cease to be valid and should, if
so requested by Stadium, be sent to Stadium for cancellation. It is also
intended that as soon as possible after the Effective Date, Stadium will be
re-registered as a private limited company under the relevant provisions of
the Companies Act.
14. Opening Position Disclosure
In connection with the Transaction, TT will make a public Opening Position
Disclosure setting out details of its interests or short positions in, or
rights to subscribe for, any relevant securities of Stadium by no later than
12 noon (London time) on 1 March 2018.
TT's Opening Position Disclosure will include details of any interests or
short positions in, or rights to subscribe for, any relevant securities of
Stadium held by all persons acting in concert with TT.
15. Disclosure of interests in Stadium Shares
As at the close of business on 14 February 2018, being the latest practicable
date before the date of this announcement, neither TT, nor any of the TT
Directors, nor, so far as TT is aware, any person acting in concert (within
the meaning of the Code) with TT has:
· any interest in, or right to subscribe for, any
Stadium Shares nor does any such person have any short position in Stadium
Shares, including any short position (whether conditional or absolute and
whether in the money or otherwise), any short position under a derivative, any
agreement to sell, any delivery obligation or right to require another person
to purchase or take delivery of Stadium Shares or any dealing arrangement of
the kind referred to in Note 11 of the definition of acting
in concert in the Code; or
· borrowed or lent any Stadium Shares or entered
into any financial collateral arrangements relating to Stadium Shares.
It has not been possible by the date of this announcement to ascertain the
interests in Stadium Shares (if any) of all of TT's concert parties. Further
enquiries will be completed before publication of TT's Opening Position
Disclosure which will include details of any interests or short positions in,
or rights to subscribe for, any relevant securities of Stadium held by all
persons acting in concert with TT.
16. Offer-related arrangements
Confidentiality Agreement
TT and Stadium entered into a confidentiality agreement on 20 December 2017
(the Confidentiality Agreement) pursuant to which TT has undertaken to keep
confidential information relating to Stadium and not to disclose it to third
parties (other than to permitted disclosees) unless required by law or
regulation.
The Confidentiality Agreement also contains undertakings from TT that for a
period of 12 months from the date of the Confidentiality Agreement, TT shall
not, without the prior written consent of Stadium, acquire or offer to acquire
any interest in securities of Stadium (which undertaking ceases as at the date
of this announcement) and that, for a period of 18 months from the date of the
Confidentiality Agreement, TT shall not solicit certain employees of Stadium
or certain consultants or independent contractors engaged by Stadium, subject
to customary carve-outs. These confidentiality obligations will cease to have
effect on completion of the Transaction. If the Transaction does not complete,
the confidentiality obligations shall remain in force for a period of 18
months from the date of the Confidentiality Agreement.
Options Letter
Stadium has provided a letter to TT dated 15 February 2018 (the Options
Letter) in which the Remco has set out the approach it has taken in relation
to the treatment of the Options under the Stadium Share Schemes.
17. Stadium Share Schemes
The Remco has set out its approach in relation to the treatment of the Options
under the Stadium Share Schemes in the Options Letter referred to at paragraph
16 above.
Details of the effect of the Transaction on the Options will be set out in the
Scheme Document or, as the case may be, the Offer Document, and, in accordance
with Rule 15 of the Code, in a separate communication to the participants in
the Stadium Share Schemes.
18. Documents available on websites
Copies of the following documents will published promptly, and in any event by
no later than 12 noon (London time) on the Business Day following this
announcement on TT's website, at http://www.ttelectronics.com/ and on
Stadium's website at www.stadiumgroupplc.com/offer-for-stadium-group-plc and
will be made available until the end of the Offer Period:
· a copy of this announcement;
· the irrevocable undertakings described in
paragraph 6 and set out in Appendix 3 to this announcement;
· the Confidentiality Agreement;
· the Options Letter;
· the consent letter of Rothschild;
· the consent letter of Numis; and
· the consent letter of N+1 Singer.
19. General
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Your attention is drawn to the further information contained in the Appendices
which form part of, and should be read in conjunction with, this announcement.
The Transaction will be subject to the Conditions and further terms set out in
Appendix 1 to this announcement and to the full terms and conditions which
will be set out in the Scheme Document. Appendix 2 contains the bases and
sources of certain information used in this announcement. Appendix 3
contains details of the irrevocable undertakings received in relation to the
Transaction that are referred to in this announcement. Appendix 4 contains
details of the 2017 Stadium Profit Estimate and the 2018 Stadium Profit
Forecast made by Stadium in its trading update announcement released on 8
November 2017. Appendix 5 contains definitions of certain terms used in this
announcement.
Enquiries:
TT Electronics plc
Tel: +44 (0)1932 825 300
Richard Tyson, Chief Executive Officer
Mark Hoad, Chief Financial Officer
Emma Darke, Head of Investor Relations and Communications
Rothschild (Financial Adviser to TT)
Tel: +44 (0)20 7280 5000
Neil Thwaites
Numis (Corporate Broker to TT)
Luke Bordewich Tel: +44 (0) 20 7260 1000
Michael Burke
MHP (PR Adviser to TT) Tel: +44 (0)20 3128 8100
Tim Rowntree
Katie Hunt
Ivana Petkova
Stadium Group plc Tel: +44 (0) 118 931 1199
Nick Brayshaw, Chairman
N+1 Singer (Financial Adviser and Broker to Stadium) Tel: +44 (0) 207 496 3000
Richard Lindley
James White
Walbrook PR (PR Adviser to Stadium) Tel: +44 (0) 20 7933 8780
Paul McManus
Important notices relating to financial advisers
N M Rothschild & Sons Limited (Rothschild), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively as financial
adviser to TT and for no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other than TT for
providing the protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither
Rothschild, 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
Rothschild in connection with this announcement, any statement contained
herein or otherwise.
Numis Securities Limited (Numis), which is authorised and regulated in the
United Kingdom by the FCA, is acting solely for TT as broker and for no one
else in relation to the Transaction, the content of this announcement and
other matters described in this announcement, and will not be responsible to
anyone other than TT for providing the protections afforded to the clients of
Numis or for providing advice to any other person in relation to the
Transaction, the content of this announcement or any other matters described
in this announcement.
Nplus1 Singer Advisory LLP (N+1 Singer), which is authorised and regulated by
the FCA in the United Kingdom, is acting solely for Stadium as financial
adviser and broker in relation to the matters referred to in this announcement
and for no one else. N+1 Singer will not be responsible to anyone other than
Stadium for providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any arrangement
referred to herein. N+1 Singer has given, and not withdrawn, its consent to
the inclusion in this announcement of the references to its name and the
advice it has given to Stadium in the form and context in which they appear.
Further information
This announcement is not intended to, and does not, constitute or form part of
any 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
Transaction or otherwise. The Transaction will be implemented solely
pursuant to the terms of the Scheme Document (or, in the event that the
Transaction is to be implemented by means of a Takeover Offer, the Offer
Document), which will contain the full terms and conditions of the
Transaction, including details of how to vote in respect of the Transaction.
Any response to the Transaction should be made only on the basis of
information contained in the Scheme Document. Stadium Shareholders are
advised to read the formal documentation in relation to the Transaction
carefully once it has been despatched.
Overseas jurisdictions
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. In particular, the ability of
persons who are not resident in the United Kingdom to vote their Stadium
Shares with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another person 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 Transaction disclaim any responsibility
or liability for the violation of such restrictions by any person. This
announcement has been prepared for the purpose of complying with English law,
the rules of the London Stock Exchange, the AIM Rules and the 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 laws
of jurisdictions outside of England & Wales.
Unless otherwise determined by TT or required by the Code, and permitted by
applicable law and regulation, the Transaction will not be made available,
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 Transaction by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and any formal documentation relating to the Transaction
are not being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Transaction. If the Transaction is implemented by way
of a Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover 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 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 Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to Stadium Shareholders in overseas jurisdictions
will be contained in the Scheme Document.
Notice to US holders of Stadium Shares
The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law.
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 Exchange
Act. Accordingly, the Transaction is subject to the disclosure requirements
and practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offer and
proxy solicitation rules. If, in the future, TT exercises the right to
implement the Transaction by way of a Takeover Offer and determines to extend
such Takeover Offer into the United States, the Transaction will be made in
compliance with applicable United States laws and regulations. Financial
information included in this announcement and the Scheme Document has been or
will be prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.
It may be difficult for US holders of Stadium Shares to enforce their rights
and any claim arising out of the US federal securities laws, since Stadium and
TT 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 Stadium
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 judgement.
Neither the SEC nor any securities commission of any state of the United
States has approved the Transaction, passed upon the fairness of the
Transaction or passed upon the adequacy or accuracy of this announcement. Any
representation to the contrary is a criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, TT or its nominees or brokers (acting as agents) may from time
to time make certain purchases of, or arrangements to purchase, Stadium Shares
outside the United States, other than pursuant to the Transaction, until the
date on which the Takeover Offer and/or Scheme becomes effective, lapses or is
otherwise withdrawn. 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 UK, will
be reported to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website.
Forward-looking statements
This announcement contains statements about TT and Stadium which are, or may
be deemed to be, "forward-looking statements" and which are prospective in
nature. All statements other than statements of historical fact included in
this announcement may be forward-looking statements. They are onditions of the Transaction, including
details of how to vote in respect of the Transaction. Any response to the
Transaction should be made only on the basis of information contained in the
Scheme Document. Stadium Shareholders are advised to read the formal
documentation in relation to the Transaction carefully once it has been
despatched.
Overseas jurisdictions
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. In particular, the ability of
persons who are not resident in the United Kingdom to vote their Stadium
Shares with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another person 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 Transaction disclaim any responsibility
or liability for the violation of such restrictions by any person. This
announcement has been prepared for the purpose of complying with English law,
the rules of the London Stock Exchange, the AIM Rules and the 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 laws
of jurisdictions outside of England & Wales.
Unless otherwise determined by TT or required by the Code, and permitted by
applicable law and regulation, the Transaction will not be made available,
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 Transaction by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and any formal documentation relating to the Transaction
are not being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Transaction. If the Transaction is implemented by way
of a Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover 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 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 Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to Stadium Shareholders in overseas jurisdictions
will be contained in the Scheme Document.
Notice to US holders of Stadium Shares
The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. 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 Exchange Act.
Accordingly, the Transaction is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offerand proxy
solicitation rules. If, in the future, TT exercises the right to implement the
Transaction by way of a Takeover Offer and determines to extend such Takeover
Offer into the United States, the Transaction will be made in compliance with
applicable United States laws and regulations. Financial information included
in this announcement and the Scheme Document has been or will be prepared in
accordance with accounting standards applicable in the United Kingdom that may
not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
It may be difficult for US holders of Stadium Shares to enforce their rights
and any claim arising out of the US federal securities laws, since Stadium and
TT 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 Stadium
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 judgement.
Neither the SEC nor any securities commission of any state of the United
States has approved the Transaction, passed upon the fairness of the
Transaction or passed upon the adequacy or accuracy of this announcement. Any
representation to the contrary is a criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, TT or its nominees or brokers (acting as agents) may from time
to time make certain purchases of, or arrangements to purchase, Stadium Shares
outside the United States, other than pursuant to the Transaction, until the
date on which the Takeover Offer and/or Scheme becomes effective, lapses or is
otherwise withdrawn. 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 UK, will
be reported to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website.
Forward-looking statements
This announcement contains statements about TT and Stadium which are, or may
be deemed to be, "forward-looking statements" and which are prospective in
nature. All statements other than statements of historical fact included in
this announcement may be forward-looking statements. They are based on current
expectations and projections 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. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans", "expects", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"predicts", "intends", "anticipates", "believes", "targets", "aims",
"projects", "future-proofing" or words or terms of similar substance or the
negative of such words or terms, as well as 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. Such
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. 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 TT's or
Stadium's operations and potential synergies resulting from the Transaction;
and (iii) the effects of global economic conditions and governmental
regulation on TT's or Stadium's business.
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 may cause the actual results,
performance or achievements of the TT Group or the Stadium Group to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. These factors include
changes in the global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in tax rates
and future business combinations or disposals. For a discussion of important
factors which could cause actual results to differ from forward-looking
statements in relation to the TT Group or the Stadium Group, refer to the
annual report and accounts of the TT Group for the financial year ended 31
December 2016 and of the Stadium Group for the financial year ended 31
December 2016, respectively. Each of the TT Group and the Stadium Group, and
each of their respective members, directors, officers, employees, advisers and
persons acting on their behalf, expressly disclaims any intention or
obligation to update or revise any forward-looking or other statements
contained in this announcement, whether as a result of new information, future
events or otherwise, except as required by applicable law.
No member of the TT Group, nor the Stadium Group, nor any of their respective
associates, directors, officers, employees 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.
Except as expressly provided in this announcement, no forward-looking or other
statements have been reviewed by the auditors of the TT Group or the Stadium
Group. All subsequent oral or written forward-looking statements attributable
to any member of the TT Group or Stadium Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above.
Profit forecasts and profit estimates
The 2017 Stadium Profit Estimate is a profit estimate and the 2018 Stadium
Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code.
As required by Rule 28.1 of the Code, the assumptions on which the 2017
Stadium Profit Estimate and the 2018 Stadium Profit Forecast are based are set
out in Appendix 4 to this Announcement.
Other than the 2017 Stadium Profit Estimate and the 2018 Stadium Profit
Forecast, no statement in this announcement is intended as a profit forecast
or estimate for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for TT or Stadium, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for TT or
Stadium, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 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 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 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 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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Stadium announces that its issued
share capital consists of 38,178,122 ordinary shares of five pence each. The
International Securities Identification Number for the Stadium Shares is
GB0008375098.
Information relating to Stadium Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Stadium Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Stadium may
be provided to TT during the Offer Period as required under Section 4
ofAppendix 4to the Code to comply with Rule 2.11 (c) of the Code.
Publication on website
A copy of this announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for inspection on
TT's website at http://www.ttelectronics.com/ and on Stadium's website at
www.stadiumgroupplc.com/offer-for-stadium-group-plc promptly and in any event
by no later than 12 noon (London time) on the Business Day following the date
of this announcement. The analyst and investor presentation referred to above
will be available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on TT's website at
http://www.ttelectronics.com/ promptly and in any event by no later than 12
noon (London time) on the Business Day following the date of this
announcement. For the avoidance of doubt the contents of those websites are
not incorporated into, and do not form part of, this announcement.
Stadium Shareholders may request a hard copy of this announcement , free of
charge, by contacting N+1 Singer on +44 (0) 207 496 3000 or TT on +44 (0)1932
825 300. Stadium Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Transaction should be in hard copy form.
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 the figures that precede them.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE TRANSACTION
PART 1
CONDITIONS OF THE TRANSACTION
The Transaction will be subject to the terms and conditions set out in this
Appendix and in the Scheme Document.
1. Conditions to the Transaction
The Transaction will be conditional upon the Scheme becoming unconditional and
becoming effective, subject to the provisions of the Code, by no later than
the Long Stop Date.
Scheme approval
The Scheme will be conditional upon:
(a) its approval by a majority in number representing not less than
75 per cent. in value of the Scheme Shareholders (or the relevant class or
classes of them, if applicable) present and voting, either in person or by
proxy, at the Court Meeting and at any separate class meeting which may be
required by the Court or at any adjournment of any such meeting on or before
the 22nd day after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date, if any, as TT and Stadium
may agree and the Court may allow);
(b) all resolutions necessary to approve and implement the Scheme
being duly passed by the requisite majority or majorities at the Stadium
General Meeting or at any adjournment of that meeting on or before the 22nd
day after the expected date of the Stadium General Meeting to be set out in
the Scheme Document in due course (or such later date, if any, as TT and
Stadium may agree and the Court may allow); and
(c) the sanction of the Scheme with or without modification (but
subject to any such modification being acceptable to TT and Stadium) by the
Court on or before the 22nd day after the expected date of the Scheme Court
Hearing to be set out in the Scheme Document in due course (or such later
date, if any, as TT and Stadium may agree and the Court may allow) and the
delivery of a copy of the Scheme Court Order to the Registrar of Companies.
In addition, TT and Stadium have agreed that the Transaction will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:
General third party clearances
(d) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution or any other similar body or
person whatsoever in any jurisdiction (each a Third Party) having decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or proposed any statute,
regulation, decision or order, or having taken any other steps which would or
might reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially alter
the terms envisaged for any proposed divestiture by any member of the Wider TT
Group or any member of the Wider Stadium Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any of them)
or to own any of their respective assets or properties or any part thereof
which, in any such case, is material in the context of the Wider TT Group or
the Wider Stadium Group, in either case taken as a whole;
(ii) require, prevent or delay the divestiture by any member of the
Wider TT Group of any shares, securities or other interests in any member of
the Wider Stadium Group;
(iii) impose any material limitation on, or result in a delay in, the
ability of any member of the Wider TT Group directly or indirectly to acquire
or to hold or to exercise effectively, directly or indirectly, any rights of
ownership in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the Wider Stadium
Group or the Wider TT Group or to exercise management control over any such
member;
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider TT Group or of any member of the Wider
Stadium Group to an extent which is material in the context of the Wider TT
Group or the Wider Stadium Group, in either case taken as a whole;
(v) make the Transaction or its implementation or the acquisition or
proposed acquisition by TT or any member of the Wider TT Group of any shares
or other securities in, or control of Stadium void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise interfere with
the same, or impose additional conditions or obligations with respect thereto,
or otherwise challenge or interfere therewith;
(vi) require any member of the Wider TT Group or the Wider Stadium
Group to offer to acquire any shares or other securities (or the equivalent)
or interest in any member of the Wider Stadium Group or the Wider TT Group
owned by any third party;
(vii) impose any limitation on, or result in any delay of, the ability
of any member of the Wider Stadium Group or the Wider TT Group to integrate or
co-ordinate its business, or any part of it, with the businesses of any other
member of the Wider Stadium Group or the Wider TT Group which is material in
the context of the Transaction; or
(viii) result in any member of the Wider Stadium Group or the Wider TT
Group ceasing to be able to carry on business under any name under which it
presently does so,
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Transaction or the acquisition or proposed
acquisition of any Stadium Shares having expired, lapsed or been terminated;
(e) all necessary filings or applications having been made in
connection with the Transaction and all statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the Transaction
or the acquisition by any member of the Wider TT Group of any shares or other
securities in, or control of, Stadium and all authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals reasonably deemed necessary or appropriate by TT or
any member of the Wider TT Group for or in respect of the Transaction or the
proposed acquisition of any shares or other securities in, or control of,
Stadium by any member of the Wider TT Group having been obtained in terms and
in a form reasonably satisfactory to TT from all appropriate Third Parties or
persons with whom any member of the Wider Stadium Group has entered into
contractual arrangements and all such authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and
approvals together with all material authorisations orders, recognitions,
grants, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate to carry on the business of any
member of the Wider Stadium Group, remaining in full force and effect and all
filings necessary for such purpose having been made and there being no notice
or intimation of any intention to revoke or not to renew any of the same at
the time at which the Transaction becomes otherwise unconditional and all
necessary statutory or regulatory obligations in any jurisdiction having been
complied with;
Absence of adverse circumstances arising from agreements and arrangements
(f) save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Stadium Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, which in consequence of the
Transaction or the proposed acquisition of any shares or other securities in
Stadium or because of a change in the control or management of Stadium or
otherwise, could or might result in (in each case to an extent which is
material in the context of the Wider Stadium Group as a whole):
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument
or the rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or adversely affected or any
obligation or liability arising or anbased on current
expectations and projections 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. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans", "expects", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"predicts", "intends", "anticipates", "believes", "targets", "aims",
"projects", "future-proofing" or words or terms of similar substance or the
negative of such words or terms, as well as 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. Such
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. 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 TT's or
Stadium's operations and potential synergies resulting from the Transaction;
and (iii) the effects of global economic conditions and governmental
regulation on TT's or Stadium's business.
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 may cause the actual results,
performance or achievements of the TT Group or the Stadium Group to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. These factors include
changes in the global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in tax rates
and future business combinations or disposals. For a discussion of important
factors which could cause actual results to differ from forward-looking
statements in relation to the TT Group or the Stadium Group, refer to the
annual report and accounts of the TT Group for the financial year ended 31
December 2016 and of the Stadium Group for the financial year ended 31
December 2016, respectively. Each of the TT Group and the Stadium Group, and
each of their respective members, directors, officers, employees, advisers and
persons acting on their behalf, expressly disclaims any intention or
obligation to update or revise any forward-looking or other statements
contained in this announcement, whether as a result of new information, future
events or otherwise, except as required by applicable law.
No member of the TT Group, nor the Stadium Group, nor any of their respective
associates, directors, officers, employees 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.
Except as expressly provided in this announcement, no forward-looking or other
statements have been reviewed by the auditors of the TT Group or the Stadium
Group. All subsequent oral or written forward-looking statements
attributable to any member of the TT Group or Stadium Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.
Profit forecasts and profit estimates
The 2017 Stadium Profit Estimate is a profit estimate and the 2018 Stadium
Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code.
As required by Rule 28.1 of the Code, the assumptions on which the 2017
Stadium Profit Estimate and the 2018 Stadium Profit Forecast are based are set
out in Appendix 4 to this Announcement.
Other than the 2017 Stadium Profit Estimate and the 2018 Stadium Profit
Forecast, no statement in this announcement is intended as a profit forecast
or estimate for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for TT or Stadium, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for TT or
Stadium, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 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 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 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 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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Stadium announces that its issued
share capital consists of 38,178,122 ordinary shares of five pence each. The
International Securities Identification Number for the Stadium Shares is
GB0008375098.
Information relating to Stadium Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Stadium Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Stadium may
be provided to TT during the Offer Period as required under Section 4 of
Appendix 4 to the Code to comply with Rule 2.11 (c) of the Code.
Publication on website
A copy of this announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for inspection on
TT's website at http://www.ttelectronics.com/ and on Stadium's website at
www.stadiumgroupplc.com/offer-for-stadium-group-plc promptly and in any event
by no later than 12 noon (London time) on the Business Day following the date
of this announcement. The analyst and investor presentation referred to above
will be available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on TT's website at
http://www.ttelectronics.com/ promptly and in any event by no later than 12
noon (London time) on the Business Day following the date of this
announcement. For the avoidance of doubt the contents of those websites are
not incorporated into, and do not form part of, this announcement.
Stadium Shareholders may request a hard copy of this announcement , free of
charge, by contacting N+1 Singer on +44 (0) 207 496 3000 or TT on +44 (0)1932
825 300. Stadium Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Transaction should be in hard copy form.
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 the figures that precede them.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE TRANSACTION
PART 1
CONDITIONS OF THE TRANSACTION
The Transaction will be subject to the terms and conditions set out in this
Appendix and in the Scheme Document.
1. Conditions to the Transaction
The Transaction will be conditional upon the Scheme becoming unconditional and
becoming effective, subject to the provisions of the Code, by no later than
the Long Stop Date.
Scheme approval
The Scheme will be conditional upon:
(a) its approval by a majority in number representing not
less than 75 per cent. in value of the Scheme Shareholders (or the relevant
class or classes of them, if applicable) present and voting, either in person
or by proxy, at the Court Meeting and at any separate class meeting which may
be required by the Court or at any adjournment of any such meeting on or
before the 22nd day after the expected date of the Court Meeting to be set out
in the Scheme Document in due course (or such later date, if any, as TT and
Stadium may agree and the Court may allow);
(b) all resolutions necessary to approve and implement the
Scheme being duly passed by the requisite majority or majorities at the
Stadium General Meeting or at any adjournment of that meeting on or before the
22nd day after the expected date of the Stadium General Meeting to be set out
in the Scheme Document in due course (or such later date, if any, as TT and
Stadium may agree and the Court may allow); and
(c) the sanction of the Scheme with or without
modification (but subject to any such modification being acceptable to TT and
Stadium) by the Court on or before the 22nd day after the expected date of the
Scheme Court Hearing to be set out in the Scheme Document in due course (or
such later date, if any, as TT and Stadium may agree and the Court may allow)
and the delivery of a copy of the Scheme Court Order to the Registrar of
Companies.
In addition, TT and Stadium have agreed that the Transaction will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:
General third party clearances
(d) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution or any other similar body or
person whatsoever in any jurisdiction (each a Third Party) having decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or proposed any statute,
regulation, decision or order, or having taken any other steps which would or
might reasonably be expected to:
(i) require, prevent or delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider TT Group or any member of the Wider Stadium Group of all
or any portion of their respective businesses, assets or property or impose
any limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any part thereof which, in any such case, is material in the
context of the Wider TT Group or the Wider Stadium Group, in either case taken
as a whole;
(ii) require, prevent or delay the divestiture by any
member of the Wider TT Group of any shares, securities or other interests in
any member of the Wider Stadium Group;
(iii) impose any material limitation on, or result in a
delay in, the ability of any member of the Wider TT Group directly or
indirectly to acquire or to hold or to exercise effectively, directly or
indirectly, any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the equivalent)
in any member of the Wider Stadium Group or the Wider TT Group or to exercise
management control over any such member;
(iv) otherwise adversely affect the business, assets,
profits or prospects of any member of the Wider TT Group or of any member of
the Wider Stadium Group to an extent which is material in the context of the
Wider TT Group or the Wider Stadium Group, in either case taken as a whole;
(v) make the Transaction or its implementation or the
acquisition or proposed acquisition by TT or any member of the Wider TT Group
of any shares or other securities in, or control of Stadium void, illegal,
and/or unenforceable under the laws of any jurisdiction, or otherwise,
directly or indirectly, restrain, restrict, prohibit, delay or otherwise
interfere with the same, or impose additional conditions or obligations with
respect thereto, or otherwise challenge or interfere therewith;
(vi) require any member of the Wider TT Group or the Wider
Stadium Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Stadium Group or the Wider
TT Group owned by any third party;
(vii) impose any limitation on, or result in any delay of, the
ability of any member of the Wider Stadium Group or the Wider TT Group to
integrate or co-ordinate its business, or any part of it, with the businesses
of any other member of the Wider Stadium Group or the Wider TT Group which is
material in the context of the Transaction; or
(viii) result in any member of the Wider Stadium Group or the
Wider TT Group ceasing to be able to carry on business under any name under
which it presently does so,
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Transaction or the acquisition or proposed
acquisition of any Stadium Shares having expired, lapsed or been terminated;
(e) all necessary filings or applications having been made
in connection with the Transaction and all statutory or regulatory obligations
in any jurisdiction having been complied with in connection with the
Transaction or the acquisition by any member of the Wider TT Group of any
shares or other securities in, or control of, Stadium and all authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals reasonably deemed necessary or appropriate by TT or
any member of the Wider TT Group for or in respect of the Transaction or the
proposed acquisition of any shares or other securities in, or control of,
Stadium by any member of the Wider TT Group having been obtained in terms and
in a form reasonably satisfactory to TT from all appropriate Third Parties or
persons with whom any member of the Wider Stadium Group has entered into
contractual arrangements and all such authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and
approvals together with all material authorisations orders, recognitions,
grants, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate to carry on the business of any
member of the Wider Stadium Group, remaining in full force and effect and all
filings necessary for such purpose having been made and there being no notice
or intimation of any intention to revoke or not to renew any of the same at
the time at which the Transaction becomes otherwise unconditional and all
necessary statutory or regulatory obligations in any jurisdiction having been
complied with;
Absence of adverse circumstances arising from agreements and arrangements
(f) save as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Stadium Group is a party or by or to which any such member
or any of its assets may be bound, entitled or subject, which in consequence
of the Transaction or the proposed acquisition of any shares or other
securities in Stadium or because of a change in the control or management of
Stadium or otherwise, could or might result in (in each case to an extent
which is material in the context of the Wider Stadium Group as a whole):
(i) any moneys borrowed by or any other indebtedness
(actual or contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable immediately or
earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or adversely affected
or any obligation or liability arising or any adverse action being taken or
arising thereunder;
(iii) any assets or interests of any such member being or
falling to be disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property
or assets of any such member;
(v) the rights, liabilities, obligations or interests of
any such member in, or the business of any such member with, any person,y adverse action being taken or arising
thereunder;
(iii) any assets or interests of any such member being or falling to
be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any such member;
(v) the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person, firm or body
(or any arrangement or arrangements relating to any such interest or business)
being terminated, adversely modified or adversely affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under
any name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such
member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence or other instrument to which any member of the Wider
Stadium Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, could result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (viii) of this
Condition (in each case to the extent which is material in the context of the
Wider Stadium Group taken as a whole);
No material transactions or changes occurring since 31 December 2016
(g) save as Disclosed, since 31 December 2016 no member of the Wider
Stadium Group having:
(i) save as between Stadium and wholly-owned subsidiaries of
Stadium or for Stadium Shares issued pursuant to the exercise of options or
vesting of awards granted under the Stadium Share Schemes, issued, authorised
or proposed the issue of additional shares of any class;
(ii) save as between Stadium and wholly-owned subsidiaries of
Stadium, or for the grant of options or awards under the Stadium Share
Schemes, issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the Stadium Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any
bonus, dividend or other distribution whether payable in cash or otherwise,
save for the Dividend;
(iv) save for any acquisition or disposal in the ordinary course of
business which is not material in nature or intra-Stadium Group transactions,
merged or demerged with any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including shares and
trade investments) or authorised or proposed or announced any intention to
propose any merger, demerger, acquisition or disposal, transfer, mortgage,
charge or security interest, in each case which is material in the context of
the Wider Stadium Group taken as a whole;
(v) save for intra-Stadium Group transactions, made or authorised or
proposed or announced an intention to propose any change in its loan capital
in each case, to the extent which is material in the context of the Wider
Stadium Group taken as a whole;
(vi) issued, authorised or proposed the issue of any debentures or
(save for intra-Stadium Group transactions), save in the ordinary course of
business, incurred or increased any indebtedness or become subject to any
guarantee or contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub- paragraph (i) above, made
any other change to any part of its share capital;
(viii) other than pursuant to the Transaction (and except for
transactions between Stadium and its wholly-owned subsidiaries or between
wholly-owned subsidiaries of Stadium which are not material in the context of
the Wider Stadium Group) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme, commitment
or other transaction or arrangement;
(ix) entered into or changed the terms of any contract with any
director or senior executive;
(x) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is or could be
restrictive on the businesses of any member of the Wider Stadium Group or the
Wider TT Group or which involves or could involve an obligation of such a
nature or magnitude, and which in each case is material in the context of the
Wider Stadium Group taken as a whole;
(xi) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any legal
proceedings started or threatened against it for its winding-up, dissolution
or reorganisation or for the appointment of a receiver, administrative
receiver, administrator, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or had any
such person appointed, and in each such case, to the extent which is material
in the context of the Wider Stadium Group taken as a whole;
(xii) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider Stadium Group
other than to a nature and extent which is normal in the context of the
business concerned, and in each such case which is material or would
reasonably likely to be material in the context of the Wider Stadium Group
taken as a whole;
(xiii) waived or compromised any claim otherwise than in the ordinary
course of business and in any case which is material in the context of the
Wider Stadium Group taken as a whole;
(xiv) entered into any contract, commitment, arrangement or agreement
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced any intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition;
(xv) made or agreed or consented to any change to:
(A) the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider Stadium Group for its directors,
employees or their dependents;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(C) the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued or made;
(xvi) proposed, agreed to provide or modified the terms of the Stadium
Share Schemes or any share option scheme, incentive scheme or other benefit
constituting a material change relating to the employment or termination of
employment of a material category of persons employed by the Wider Stadium
Group or which constitutes a material change to the terms or conditions of
employment of any senior employee of the Wider Stadium Group;
(xvii) made any material alteration to its constitutional documents; or
(xviii) other than with the consent of TT, taken (or agreed or proposed
to take) any action which requires, or would require, the consent of the Panel
or the approval of Stadium Shareholders in general meeting in accordance with,
or as contemplated by, Rule 21.1 of the Code;
No adverse change, litigation or regulatory enquiry
(h) save as Disclosed, since 31 December 2016:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider Stadium Group, and no circumstances having arisen which
would be expected to result in any such adverse change, which, in any such
case, is material in the context of the Wider Stadium Group taken as a whole;
(ii) no litigation, arbitration proc firm
or body (or any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or adversely affected;
(vi) the value of any such member or its financial or
trading position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by
any such member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence or other instrument to which any member of the Wider
Stadium Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, could result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (viii) of this
Condition (in each case to the extent which is material in the context of the
Wider Stadium Group taken as a whole);
No material transactions or changes occurring since 31 December 2016
(g) save as Disclosed, since 31 December 2016 no member of
the Wider Stadium Group having:
(i) save as between Stadium and wholly-owned
subsidiaries of Stadium or for Stadium Shares issued pursuant to the exercise
of options or vesting of awards granted under the Stadium Share Schemes,
issued, authorised or proposed the issue of additional shares of any class;
(ii) save as between Stadium and wholly-owned subsidiaries
of Stadium, or for the grant of options or awards under the Stadium Share
Schemes, issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the Stadium Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution whether payable in cash or
otherwise, save for the Dividend;
(iv) save for any acquisition or disposal in the ordinary
course of business which is not material in nature or intra-Stadium Group
transactions, merged or demerged with any body corporate or acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest, in each case which
is material in the context of the Wider Stadium Group taken as a whole;
(v) save for intra-Stadium Group transactions, made or
authorised or proposed or announced an intention to propose any change in its
loan capital in each case, to the extent which is material in the context of
the Wider Stadium Group taken as a whole;
(vi) issued, authorised or proposed the issue of any
debentures or (save for intra-Stadium Group transactions), save in the
ordinary course of business, incurred or increased any indebtedness or become
subject to any guarantee or contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal
to purchase, redeem or repay any of its own shares or other securities or
reduced or, save in respect to the matters mentioned in sub- paragraph (i)
above, made any other change to any part of its share capital;
(viii) other than pursuant to the Transaction (and except for
transactions between Stadium and its wholly-owned subsidiaries or between
wholly-owned subsidiaries of Stadium which are not material in the context of
the Wider Stadium Group) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme, commitment
or other transaction or arrangement;
(ix) entered into or changed the terms of any contract
with any director or senior executive;
(x) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long term, onerous or unusual nature or magnitude or which is or could be
restrictive on the businesses of any member of the Wider Stadium Group or the
Wider TT Group or which involves or could involve an obligation of such a
nature or magnitude, and which in each case is material in the context of the
Wider Stadium Group taken as a whole;
(xi) (other than in respect of a member which is dormant
and was solvent at the relevant time) taken any corporate action or had any
legal proceedings started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of all or
any of its assets or revenues or any analogous proceedings in any jurisdiction
or had any such person appointed, and in each such case, to the extent which
is material in the context of the Wider Stadium Group taken as a whole;
(xii) entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the Wider Stadium
Group other than to a nature and extent which is normal in the context of the
business concerned, and in each such case which is material or would
reasonably likely to be material in the context of the Wider Stadium Group
taken as a whole;
(xiii) waived or compromised any claim otherwise than in the
ordinary course of business and in any case which is material in the context
of the Wider Stadium Group taken as a whole;
(xiv) entered into any contract, commitment, arrangement or
agreement or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
Condition;
(xv) made or agreed or consented to any change to:
(A) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Stadium Group for its
directors, employees or their dependents;
(B) the contributions payable to any such scheme(s) or to
the benefits which accrue or to the pensions which are payable thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including
pensions) of such pension schemes are funded, valued or made;
(xvi) proposed, agreed to provide or modified the terms of the
Stadium Share Schemes or any share option scheme, incentive scheme or other
benefit constituting a material change relating to the employment or
termination of employment of a material category of persons employed by the
Wider Stadium Group or which constitutes a material change to the terms or
conditions of employment of any senior employee of the Wider Stadium Group;
(xvii) made any material alteration to its constitutional
documents; or
(xviii) other than with the consent of TT, taken (or agreed or
proposed to take) any action which requires, or would require, the consent of
the Panel or the approval of Stadium Shareholders in general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Code;
No adverse change, litigation or regulatory enquiry
(h) save as Disclosed, since 31 December 2016:
(i) no adverse change or deterioration having occurred
in the business, assets, financial or trading position or profits or prospects
of any member of the Wider Stadium Group, and no circumstances having arisen
which would be expected to result in any such adverse change, which, in any
such case, is material in the context of the Wider Stadium Group taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution
or other legal proceedings to which any member of the Wider Stadium Group is
or may become a party (whether as a plaintiff, defendant or otherwise), and no
investigation by any Third Party against or in respect of any member of the
Wider Stadium Group, having been instituted, announced or threatened by or
against, or remaining outstanding in respect of, any member of the Wider
Stadium Group, in each case to an extent which is material, in the context of
the Wider Stadium Group taken as a whole; and
(iii) no contingent or other liability having arisen or
become apparent to Stadium or increased (other than in the ordinary course of
business) which will or would be likely to adversely affect the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider Stadium Group, in each case to an
extent which is material in the context of the Wider Stadium Group taken as a
whole;
No withdrawal, cancellation, termination or modification of licence
(i) save as Disclosed, no steps having been taken which
are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Stadium Group
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is material and
has had, or would reasonably be likely to have, a material adverse effect on
the Wider Stadium Group taken as a whole;
No discovery of certain matters
(j) save as Disclosed, TT not having discovered:
(i) that any financial, business or other information
concerning the Wider Stadium Group as contained in the information disclosed
at any time by or on behalf of any member of the Wider Stadium Group publicly
to any member of the Wider TT Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make that
information not misleading and which was not subsequently corrected before the
date of this announcement by disclosure either publicly or otherwise to TT;
(ii) that any member of the Wider Stadium Group is subject
to any liability (contingent or otherwise); or
(iii) any information which affects the import of any
information disclosed at any time prior to this announcement by or on behalf
of any member of the Wider Stadium Group to any member of the Wider TT Group,
in each case, to the extent which is material in the context of the Wider
Stadium Group taken as a whole;
Anti-corruption, sanctions and criminal property
(k) save as Disclosed, TT not having discovered that:
(i) (A) any past or present member, director, officer or
employee of the Wider Stadium Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption legislation; or (B) any person that performs or has
performed services for or on behalf of the Wider Stadium Group is or has at
any time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption legislation; or
(ii) any material asset of any member of the Wider Stadium
Group constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition); or
(iii) any past or present member, director, officer or
employee of the Stadium Group has engaged in any business with, made any
investments in, made any funds or assets available to or received any funds or
assets from: (A) any government, entity or individual in respect of which US
or European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US or European Union laws or
regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HM Treasury & Customs; or (B)
any government, entity or individual targeted by any of the economic sanctions
of the United Nations, the United States, the European Union or any of its
member states, in each case to an extent which is material in the context of
the Wider Stadium Group taken as a whole; or
(iv) any member of the Stadium Group has been engaged in any
transaction which would cause TT to be in breach of any applicable law or
regulation upon its acquisition of Stadium, including the economic sanctions
of the United States Office of Foreign Assets Control, or HM Treasury &
Customs, or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the European
Union or any of its member states.
PART 2
CERTAIN FURTHER TERMS OF THE TRANSACTION
Waiver and invocation of the Conditions
Subject to the requirements of the Panel in accordance with the Code, TT
reserves the right to waive, in whole or in part, all or any of the Conditions
above, except for Conditions (a) to (c).
Conditions (d) to (k) (inclusive) must be fulfilled or, where applicable,
waived by no later than 11:59 p.m. on the date immediately preceding the date
of the Scheme Court Hearing, failing which the Scheme will lapse. TT shall
be under no obligation to waive or treat as satisfied any of Conditions (d) to
(k) (inclusive) by a date earlier than the latest date specified above for the
fulfilment or waiver thereof, notwithstanding that the other Conditions to the
Transaction may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
TT undertakes that it will, immediately before the Scheme Court Hearing,
provide notice in writing to Stadium that either: (i) the Conditions (except
Conditions (a) to (c)) have each been satisfied or that TT has waived or
treated as waived such Conditions; or (ii) it intends to invoke or treat as
incapable of satisfaction each or any such Condition, which will always be
subject to the Panel's consent.
The Scheme will not become effective unless the Conditions have become
satisfied (or, where applicable, waived) by the Long Stop Date.
Certain further terms of the Transaction
The Scheme will be governed by the laws of England and Wales and be subject to
the jurisdiction of the Court and to the Conditions and further terms set out
in this announcement and in the Scheme Document. The Transaction will comply
with the applicable rules and regulations of the FCA, AIM, the London Stock
Exchange and the Code. This announcement does not constitute, or form part
of, an offer or invitation to purchase Stadium Shares or any other securities.
Each of the Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition.
If TT is required by the Panel to make an offer for Stadium Shares under the
provisions of Rule 9 of the Code, TT may make such alterations to any of the
above Conditions as are necessary to comply with the provisions of that Rule.
The Scheme shall lapse and shall not become effective if:
(a) insofar as the Transaction constitutes, or is deemed
to constitute, a concentration with an EU dimension within the scope of the
EUMR, the European Commission either initiating proceedings under Article
6(1)(c) of the EUMR or making a referral to the CMA under Article 4(4) or
Article 9(1) of the EUMR and there is then a reference of the Transaction or
matter arising from or relating to it to the chair of the CMA for the
constitution of a group under schedule 4 to the Enterprise and Regulatory
Reform Act 2013; or
(b) in so far as the Transaction does not constitute, or
is not deemed to constitute, a concentration with an EU dimension within the
scope of the EUMR, the Transaction or any matter arising from or relating to
it becoming subject to a reference to the chair of the CMA for the
constitution of a group under schedule 4 to the Enterprise and Regulatory
Reform Act 2013,
in either case before the Court Meeting.
The offer will not be made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telephone, internet or e-mail) of
interstate or foreign commerce of, or of any facility of a national securities
exchange of, any Restricted Jurisdiction and the Transaction will not be
capable of acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction.
The Stadium Shares will be acquired by TT fully paid and free from all liens,
charges, encumbrances, rights of pre-emption and any other third party rights
of any nature whatsoever and together with all rights attaching to them as at
the date of this announcement or subsequently attaching or accruing to them,
including, without limitation, voting rights and the right to receive and
retain, in full, all dividends and other distributions (if any) declared, made
or paid, or any other return of capital (whether by way of reduction of share
capital or share premium account or otherwise) made on or after the date of
this announcement and before the Effective Date, other than the Dividend.
Accordingly, insofar as any dividend or other distribution (including a return
of capital) is authorised, declared, made, paid or payable by Stadium in
respect of a Stadium Share on or after the date of this announcement and
before the Effective Date, other than the Dividend, TT reserves the right to
reduce the Cash Consideration by the amount of all or part of: (i) any excess
in the case of the Dividend; or (ii) any such other dividend or other
distribution, except insofar as the Stadium Share is or will be transferred
pursuant to the Transaction on a basis which entitles TT alone to receive the
dividend and/or distribution and/or return of capital but if that reduction in
price has not been effected, the person to whom the Cash Consideration is paid
in respect of that Stadium Share, will be obliged to account to TT for the
amount of such dividend and/or distribution and/or return of capital.
APPENDIX 2
GENERAL SOURCES OF INFORMATION AND BASES OF CALCULATION
· In this announcement, unless otherwise stated, or
the context otherwise requires, the following bases and sources have been
used:
· financial information relating to TT is extracted
(without adjustment) from the audited consolidated financial statements of TT
for the relevant years or from the unaudited interim consolidated financial
statements of TT for the relevant half years, prepared in accordance with
IFRS;
· financial information relating to Stadium is
extracted (without adjustment) from the audited consolidated financial
statements of Stadium for the relevant years or from the unaudited interim
consolidated financial statements of Stadium for the relevant half years,
prepared in accordance with IFRS;
· any references to the existing issued share
capital of Stadium are based on 38,178,122 Stadium Shares in issue as at 14
February 2018 (being the latest practicable date before the release of this
announcement);
· the fully diluted share capital of Stadium (being
38,478,122 Stadium Shares) is calculated on the basis of:
· eedings, prosecution or other
legal proceedings to which any member of the Wider Stadium Group is or may
become a party (whether as a plaintiff, defendant or otherwise), and no
investigation by any Third Party against or in respect of any member of the
Wider Stadium Group, having been instituted, announced or threatened by or
against, or remaining outstanding in respect of, any member of the Wider
Stadium Group, in each case to an extent which is material, in the context of
the Wider Stadium Group taken as a whole; and
(iii) no contingent or other liability having arisen or become
apparent to Stadium or increased (other than in the ordinary course of
business) which will or would be likely to adversely affect the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider Stadium Group, in each case to an
extent which is material in the context of the Wider Stadium Group taken as a
whole;
No withdrawal, cancellation, termination or modification of licence
(i) save as Disclosed, no steps having been taken which are likely
to result in the withdrawal, cancellation, termination or modification of any
licence held by any member of the Wider Stadium Group which is necessary for
the proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which is material and has had, or would
reasonably be likely to have, a material adverse effect on the Wider Stadium
Group taken as a whole;
No discovery of certain matters
(j) save as Disclosed, TT not having discovered:
(i) that any financial, business or other information concerning
the Wider Stadium Group as contained in the information disclosed at any time
by or on behalf of any member of the Wider Stadium Group publicly to any
member of the Wider TT Group is misleading, contains a misrepresentation of
fact or omits to state a fact necessary to make that information not
misleading and which was not subsequently corrected before the date of this
announcement by disclosure either publicly or otherwise to TT;
(ii) that any member of the Wider Stadium Group is subject to any
liability (contingent or otherwise); or
(iii) any information which affects the import of any information
disclosed at any time prior to this announcement by or on behalf of any member
of the Wider Stadium Group to any member of the Wider TT Group,
in each case, to the extent which is material in the context of the Wider
Stadium Group taken as a whole;
Anti-corruption, sanctions and criminal property
(k) save as Disclosed, TT not having discovered that:
(i) (A) any past or present member, director, officer or employee
of the Wider Stadium Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption legislation; or (B) any person that performs or has performed
services for or on behalf of the Wider Stadium Group is or has at any time
engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption legislation; or
(ii) any material asset of any member of the Wider Stadium Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition); or
(iii) any past or present member, director, officer or employee of
the Stadium Group has engaged in any business with, made any investments in,
made any funds or assets available to or received any funds or assets from:
(A) any government, entity or individual in respect of which US or European
Union persons, or persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or making
available funds or economic resources, by US or European Union laws or
regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HM Treasury & Customs; or (B) any
government, entity or individual targeted by any of the economic sanctions of
the United Nations, the United States, the European Union or any of its member
states, in each case to an extent which is material in the context of the
Wider Stadium Group taken as a whole; or
(iv) any member of the Stadium Group has been engaged in any
transaction which would cause TT to be in breach of any applicable law or
regulation upon its acquisition of Stadium, including the economic sanctions
of the United States Office of Foreign Assets Control, or HM Treasury &
Customs, or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the European
Union or any of its member states.
PART 2
CERTAIN FURTHER TERMS OF THE TRANSACTION
Waiver and invocation of the Conditions
Subject to the requirements of the Panel in accordance with the Code, TT
reserves the right to waive, in whole or in part, all or any of the Conditions
above, except for Conditions (a) to (c).
Conditions (d) to (k) (inclusive) must be fulfilled or, where applicable,
waived by no later than 11:59 p.m. on the date immediately preceding the date
of the Scheme Court Hearing, failing which the Scheme will lapse. TT shall be
under no obligation to waive or treat as satisfied any of Conditions (d) to
(k) (inclusive) by a date earlier than the latest date specified above for the
fulfilment or waiver thereof, notwithstanding that the other Conditions to the
Transaction may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
TT undertakes that it will, immediately before the Scheme Court Hearing,
provide notice in writing to Stadium that either: (i) the Conditions (except
Conditions (a) to (c)) have each been satisfied or that TT has waived or
treated as waived such Conditions; or (ii) it intends to invoke or treat as
incapable of satisfaction each or any such Condition, which will always be
subject to the Panel's consent.
The Scheme will not become effective unless the Conditions have become
satisfied (or, where applicable, waived) by the Long Stop Date.
Certain further terms of the Transaction
The Scheme will be governed by the laws of England and Wales and be subject to
the jurisdiction of the Court and to the Conditions and further terms set out
in this announcement and in the Scheme Document. The Transaction will comply
with the applicable rules and regulations of the FCA, AIM, the London Stock
Exchange and the Code. This announcement does not constitute, or form part
of, an offer or invitation to purchase Stadium Shares or any other
securities.
Each of the Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition.
If TT is required by the Panel to make an offer for Stadium Shares under the
provisions of Rule 9 of the Code, TT may make such alterations to any of the
above Conditions as are necessary to comply with the provisions of that Rule.
The Scheme shall lapse and shall not become effective if:
(a) insofar as the Transaction
- More to follow, for following part double click ID:nRSO9684Ec the number of issued Stadium Shares referred to
in the paragraph above; and
· any further Stadium Shares which may be issued on
or after the date of this announcement on the exercise of options or vesting
of options under the Stadium Share Schemes and having regard to the
determinations of the Remco in the Options Letter; and
· unless otherwise stated, all prices and Closing
Prices for Stadium Shares are closing middle market quotations derived from
the AIM appendix to the Daily Official List.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Stadium Director irrevocable undertakings in respect of Stadium Shares
The following Stadium Directors have given irrevocable undertakings which
include undertakings to vote, or procure a vote, in
- More to follow, for following part double click ID:nRSO9684EcRecent news on TT electronics
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