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 3
15/02/2018 07:06
- Part 3: For the preceding part double click ID:nRSO9684Eb
favour of the Scheme at
the Court Meeting and the resolutions relating to the Transaction at the
Stadium General Meeting in respect of their own shareholdings:
Name of Stadium Director Number of Stadium Shares Percentage of Stadium issued share capital
Charlie Peppiatt 186, 263 0.5%
Nick Brayshaw 179,052 0.5%
Christopher Gill 36,795 0.1%
Charlie Peppiatt, a Stadium Director, has also provided the irrevocable
undertaking to vote in favour of the Scheme at the Court Meeting and the
resolutions relating to the Transaction at the Stadium General Meeting in
respect of any Stadium Shares received pursuant to his options under the
Stadium Share Schemes (being interests over 475,000 Stadium Shares).
The obligations of the Stadium Directors under the irrevocable undertakings
shall lapse and cease to have effect:
· immediately if TT announces, with the consent of
the Panel, that it does not intend to proceed with the Transaction and no new,
revised or replacement Scheme is contemporaneously announced by TT in
accordance with Rule 2.7 of the Code; or
· immediately if the Scheme Document has not been
posted within twenty eight (28) days of the issue of this announcement (or
within such longer period as TT or Stadium, with the consent of the Panel
determine); or
· immediately if a competing offer for Stadium is
made and such competing offer is declared unconditional in all respects or
otherwise becomes effective; or
· on and from the earlier of:
· the Longstop Date; and
· the time and date on which the Transaction is
withdrawn, lapses or otherwise terminates in accordance with its terms.
These irrevocable undertakings remain binding in the event a competing offer
is made for Stadium.
Stadium Shareholder irrevocable undertakings in respect of Stadium Shares
The following persons have given irrevocable undertakings which include
undertakings to vote, or procure a vote, in favour of the Scheme at the Court
Meeting and the resolutions relating to the Transaction at the Stadium General
Meeting, or, in the event that the Transaction is implemented by way of a
Takeover Offer, to accept or procure the acceptance of such Takeover Offer:
Name of Stadium Shareholder Number of Stadium Shares Percentage of Stadium issued share capital
Lombard Odier Investment Management Group 7,478,986 19.6%
AXA Investment Managers UK Limited 1,752,230 4.6%
The obligations of LOIM under its irrevocable undertakings shall lapse and
cease to have effect on and from the earlier of the following occurrences:
· the Scheme or Takeover Offer does not become
effective on or before 31 August 2018; or
· TT announces, with the consent of the Panel,
before the Offer Document or Scheme Document is published, that it does not
intend to proceed with the Transaction and no new, revised or replacement
Scheme or Takeover Offer is contemporaneously announced by TT in accordance
with Rule 2.7 of the Code; or
· the Scheme (or Takeover Offer) does not become
effective, lapses or is withdrawn in accordance with its terms, provided that
such lapse or withdrawal is not solely as a result of TT's decision to pursue
a Takeover Offer; or
· the Scheme Document or Offer Document has not
been posted within 28 days of this announcement (or such longer period as TT
or Stadium, with the consent of the Panel, determine) provided that if the
Transaction was initially being implemented as a Scheme and TT elects to
implement the Transaction as a Takeover Offer, or vice versa, the time period
shall be extended to refer to within 28 days of the public announcement
announcing that election; or
· any competing offer for the issued and to be
issued ordinary share capital of Stadium is announced which exceeds TT's offer
price by 10% or more, and TT has not issued a revised offer exceeding that
competing offer within a period of five days from that announcement.
The obligations of AXA under its irrevocable undertaking shall lapse and cease
to have effect:
· immediately if TT announces, with the consent of
the Panel, that it does not intend to proceed with the Transaction; or
· on and from the earlier of:
· 31 August 2018; or
· the time and date on which the Transaction is
withdrawn, lapses or otherwise terminates in accordance with its terms; or
· any competing offer for the issued and to be
issued ordinary share capital of Stadium is announced which exceeds TT's offer
price by at least 5% or more at the time the competing offer is announced, and
TT has not matched or beaten that offer price within a period of five days
from that announcement.
APPENDIX 4
THE 2017 STADIUM PROFIT ESTIMATE AND THE 2018 STADIUM PROFIT FORECAST
a) 2017 Stadium Profit Estimate
Within the trading update announcement released by Stadium on 8 November 2017,
the Stadium Board stated that in respect of the year to 31 December 2017, it
"now expects single digit percentage growth in normalised profit before tax".
This statement constitutes a profit forecast under the Code as it sets a
"profit floor". As it is in respect of a financial period which has expired
and for which audited results have not yet been published, it is defined as a
profit estimate.
The 2017 Stadium Profit Estimate was repeated in the Stadium trading update on
18 January 2018 when the Stadium Board stated that "trading for the year ended
31 December 2017 was in line with management's expectations following the
trading update in November 2017".
The 2017 Stadium Profit Estimate was initially published before TT made an
approach with regard to a possible offer for Stadium and therefore the
requirements of Rule 28.1(c)(i) of the Code apply. The Stadium Directors
confirm that the 2017 Stadium Profit Estimate represents a forecast of
Normalised Profit Before Tax (as defined in Appendix 5 to this announcement).
Basis of preparation and assumptions
The Stadium Directors prepared the 2017 Stadium Profit Estimate released on 8
November 2017 on the basis of the forecast outcome for the financial year to
31 December 2017. In confirming the 2017 Stadium Profit Estimate, the
Stadium Directors have reviewed the draft management accounts for the year
ended 31 December 2017. The Stadium Directors have assumed that no material
adjustments will be made to the management accounts during the preparation and
audit of the annual report and accounts for the financial year ended 31
December 2017.
Stadium Directors' confirmation
The Stadium Directors have considered the 2017 Stadium Profit Estimate and
confirm that it remains valid as at the date of this announcement, that the
2017 Stadium Profit Estimate has been properly compiled on the basis set out
above and that the basis of accounting used is consistent with Stadium's
accounting policies, which are in accordance with IFRS and are those that
Stadium expects to apply in preparing its annual report and accounts for the
financial year ended 31 December 2017.
b) 2018 Stadium Profit Forecast
Within the trading update announcement released by Stadium on 8 November 2017,
the Stadium Board stated that in respect of the year to 31 December 2018, it
anticipated that "the forward visibility provided by the order book and the
strong design pipeline of newly awarded projects, provides confidence that the
Company will deliver double-digit revenue and profit before tax growth in the
coming year". This statement constitutes a profit forecast under the Code as
it sets a "profit floor".
The 2018 Stadium Profit Forecast was published before TT made an approach with
regard to a possible offer for Stadium and therefore the requirements of Rule
28.1(c)(i) of the Code apply. The Stadium Directors confirm that the 2018
Stadium Profit Forecast represents a forecast of Normalised Profit Before Tax
(as defined in Appendix 5 to this announcement).
Basis of preparation
The Stadium Directors prepared the 2018 Stadium Profit Forecast released on 8
November 2017 on the basis of the budget for the financial year ending 31
December 2018. In confirming the 2018 Stadium Profit Forecast, the Stadium
Directors have reconfirmed the budget for the year ending 31 December 2018,
and have made the following assumptions in respect of the financial year
ending 31 December 2018:
Assumptions outside of Stadium's influence or control
· there is no loss of any material key customer;
· there will be no material adverse foreign
exchange movements; and
· there will be no material change in the market
conditions in relation to customer demand, sourcing of materials or the
competitive environment.
Assumptions within Stadium's influence or control
· there are no material investments or capital
expenditure, in addition to those already planned;
· there will be no material change in the existing
operational strategy of Stadium; and
· there will be no material acquisitions or
disposals.
The 2018 Stadium Profit Forecast excludes the costs associated with, and the
ongoing impact of, the Transaction.
Stadium Directors' confirmation
The Stadium Directors have considered the 2018 Stadium Profit Forecast and
confirm that it remains valid as at the date of this announcement, that the
2018 Stadium Profit Forecast has been properly compiled on the basis of the
assumptions set out above and that the basis of accounting used is consistent
with Stadium's accounting policies, which are in accordance with IFRS and are
those that Stadium expects to apply in preparing its annual report and
accounts for the financial year ending 31 December 2018.
APPENDIX 5
dEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
2017 Stadium Profit Estimate the profit estimate included within Stadium's trading update announcement
released on 8 November 2017 in respect of the year to 31 December 2017, as
detailed further in Appendix 4
2018 Stadium Profit Forecast the profit forecast included within Stadium's trading update announcement
released on 8 November 2017 in respect of the year to 31 December 2018, as
detailed further in Appendix 4
AIM the AIM market of the London Stock Exchange
AIM Rules the AIM rules for companies published by the London Stock Exchange
Board as the context requires, the board of directors of TT or the board of
directors of Stadium and the terms TT Board and Stadium Board shall be
construed accordingly
Business Day a day on which banks are generally open for business in London (apart from
Saturdays, Sundays and bank holidays)
Cash Consideration the consideration payable to Scheme Shareholders in connection with the
Transaction, being 120 pence per Stadium Share
Closing Price the closing middle market quotation of a Stadium Share derived from the AIM
appendix to the Daily Official List
CMA the UK Competition and Markets Authority
Code the UK City Code on Takeovers and Mergers
Companies Act 2006 the UK Companies Act 2006, as amended from time to time
Conditions the conditions to the Transaction as set out in Part 1 of Appendix 1 and to be
set out in the Scheme Document
Confidentiality Agreement the confidentiality agreement dated 20 December 2017 entered into between
Stadium and TT
Court the High Court of Justice in England and Wales
Court Meeting the meeting(s) of the Scheme Shareholders to be convened by order of the Court
pursuant to section 896 of the Companies Act 2006, notice of which will be set
out in the Scheme Document, for the purpose of considering, and if thought
fit, approving the Scheme (with or without amendment) and any adjournment,
postponement or reconvention of such meeting
CREST the relevant system (as defined in the Uncertificated Securities Regulations
2001 (SI 2001/3755) (the Regulations)) in respect of which Euroclear UK and
Ireland Limited is the Operator (as defined in the Regulations) in accordance
with which securities may be held and transferred in uncertificated form
Daily Official List the daily official list of the London Stock Exchange
Disclosed information which has been fairly disclosed by or on behalf of Stadium:
· in the annual report and accounts of the Stadium
Group for the financial year ended 31 December 2016;
· in Stadium's announcement dated 5 September 2017
of its half year results;
· in this announcement;
· in any other public announcement made by, or on
behalf of, Stadium in accordance with the Market Abuse Regulation, the AIM
Rules or the Disclosure Guidance and Transparency Rules before the date of
this announcement;
· in writing before the date of this announcement
by or on behalf of Stadium to TT (or its respective officers, employees,
agents or advisers in their capacity as such); or
· in the virtual data room operated by or on behalf
of Stadium and which TT is able to access in relation to the Transaction
before the date of this announcement
Disclosure Guidance and Transparency Rules the Disclosure Guidance and Transparency Rules of the FCA in its capacity as
the UK Listing Authority under FSMA and contained in the UK Listing
Authority's publication of the same name (as amended from time to time)
Dividend the special dividend of 2.1 pence per Stadium Share declared by the Stadium
Board, which is conditional on completion of the Transaction and will be paid
by Stadium to Stadium Shareholders on the register of members of Stadium at
the Scheme Record Time
Effective Date · the date on which the Scheme becomes effective in
accordance with its terms; or
· if the Transaction is implemented by way of a
Takeover Offer, the date on which the Takeover Offer has been declared or
become unconditional in all respects in accordance with the Code or the date
on which a Stadium Shareholder validly accepts the Takeover Offer, whichever
is later
EU or European Union the European Union
EUMR the EU Merger Regulation (No 139/2004)
FCA the United Kingdom Financial Conduct Authority
Forms of Proxy either or both (as the context demands) of the form of proxy in relation to
the Court Meeting and the form of proxy in relation to the Stadium General
Meeting
FSMA Financial Services and Markets Act 2000 (as amended from time to time)
IAS19 International Accounting Standard 19 concerning employee benefits under the
IFRS rules set by the International Accounting Standards Board
IFRS international accounting standards and international financial reporting
standards and interpretations thereof, approved or published by the
International Accounting Standards Board and adopted by the European Union
IoT the Internet of Things
London Stock Exchange London Stock Exchange plc
Long Stop Date 31 August 2018, or such later date (if any) as TT and Stadium may agree, with
the consent of the Panel, and the Court may allow
M2M machine-to-machine
Market Abuse Regulation the Market Abuse Regulation (2014/596/EU)
N+1 Singer Nplus1 Singer Advisory LLP
Normalised Profit Before Tax for the purposes of the 2017 Stadium Profit Estimate and the 2018 Stadium
Profit Forecast, Stadium defines "normalised profit before tax" as profit
before tax, the costs relating to acquisitions and disposals, business
restructuring costs, any profit/(loss) on the disposal of businesses, items
deemed to be of an exceptional nature (where such "exceptional" items are
material non-recurring items of income or expense that are shown separately
due to the significance of their nature or amount, and do not form of the
underlying business of the Stadium Group), and the impairment of goodwill and
acquired intangibles
eover
Offer; or
· the Scheme Document or Offer Document has not been posted
within 28 days of this announcement (or such longer period as TT or Stadium,
with the consent of the Panel, determine) provided that if the Transaction was
initially being implemented as a Scheme and TT elects to implement the
Transaction as a Takeover Offer, or vice versa, the time period shall be
extended to refer to within 28 days of the public announcement announcing that
election; or
· any competing offer for the issued and to be issued ordinary
share capital of Stadium is announced which exceeds TT's offer price by 10% or
more, and TT has not issued a revised offer exceeding that competing offer
within a period of five days from that announcement.
The obligations of AXA under its irrevocable undertaking shall lapse and cease
to have effect:
· immediately if TT announces, with the consent of the Panel,
that it does not intend to proceed with the Transaction; or
· on and from the earlier of:
· 31 August 2018; or
· the time and date on which the Transaction is withdrawn, lapses
or otherwise terminates in accordance with its terms; or
· any competing offer for the issued and to be issued ordinary
share capital of Stadium is announced which exceeds TT's offer price by at
least 5% or more at the time the competing offer is announced, and TT has not
matched or beaten that offer price within a period of five days from that
announcement.
APPENDIX 4
THE 2017 STADIUM PROFIT ESTIMATE AND THE 2018 STADIUM PROFIT FORECAST
a) 2017 Stadium Profit Estimate
Within the trading update announcement released by Stadium on 8 November 2017,
the Stadium Board stated that in respect of the year to 31 December 2017, it
"now expects single digit percentage growth in normalised profit before tax".
This statement constitutes a profit forecast under the Code as it sets a
"profit floor". As it is in respect of a financial period which has expired
and for which audited results have not yet been published, it is defined as a
profit estimate.
The 2017 Stadium Profit Estimate was repeated in the Stadium trading update on
18 January 2018 when the Stadium Board stated that "trading for the year ended
31 December 2017 was in line with management's expectations following the
trading update in November 2017".
The 2017 Stadium Profit Estimate was initially published before TT made an
approach with regard to a possible offer for Stadium and therefore the
requirements of Rule 28.1(c)(i) of the Code apply. The Stadium Directors
confirm that the 2017 Stadium Profit Estimate represents a forecast of
Normalised Profit Before Tax (as defined in Appendix 5 to this announcement).
Basis of preparation and assumptions
The Stadium Directors prepared the 2017 Stadium Profit Estimate released on 8
November 2017 on the basis of the forecast outcome for the financial year to
31 December 2017. In confirming the 2017 Stadium Profit Estimate, the Stadium
Directors have reviewed the draft management accounts for the year ended 31
December 2017. The Stadium Directors have assumed that no material adjustments
will be made to the management accounts during the preparation and audit of
the annual report and accounts for the financial year ended 31 December 2017.
Stadium Directors' confirmation
The Stadium Directors have considered the 2017 Stadium Profit Estimate and
confirm that it remains valid as at the date of this announcement, that the
2017 Stadium Profit Estimate has been properly compiled on the basis set out
above and that the basis of accounting used is consistent with Stadium's
accounting policies, which are in accordance with IFRS and are those that
Stadium expects to apply in preparing its annual report and accounts for the
financial year ended 31 December 2017.
b) 2018 Stadium Profit Forecast
Within the trading update announcement released by Stadium on 8 November 2017,
the Stadium Board stated that in respect of the year to 31 December 2018, it
anticipated that "the forward visibility provided by the order book and the
strong design pipeline of newly awarded projects, provides confidence that the
Company will deliver double-digit revenue and profit before tax growth in the
coming year". This statement constitutes a profit forecast under the Code as
it sets a "profit floor".
The 2018 Stadium Profit Forecast was published before TT made an approach with
regard to a possible offer for Stadium and therefore the requirements of Rule
28.1(c)(i) of the Code apply. The Stadium Directors confirm that the 2018
Stadium Profit Forecast represents a forecast of Normalised Profit Before Tax
(as defined in Appendix 5 to this announcement).
Basis of preparation
The Stadium Directors prepared the 2018 Stadium Profit Forecast released on 8
November 2017 on the basis of the budget for the financial year ending 31
December 2018. In confirming the 2018 Stadium Profit Forecast, the Stadium
Directors have reconfirmed the budget for the year ending 31 December 2018,
and have made the following assumptions in respect of the financial year
ending 31 December 2018:
Assumptions outside of Stadium's influence or control
· there is no loss of any material key customer;
· there will be no material adverse foreign exchange movements;
and
· there will be no material change in the market conditions in
relation to customer demand, sourcing of materials or the competitive
environment.
Assumptions within Stadium's influence or control
· there are no material investments or capital expenditure, in
addition to those already planned;
· there will be no material change in the existing operational
strategy of Stadium; and
· there will be no material acquisitions or disposals.
The 2018 Stadium Profit Forecast excludes the costs associated with, and the
ongoing impact of, the Transaction.
Stadium Directors' confirmation
The Stadium Directors have considered the 2018 Stadium Profit Forecast and
confirm that it remains valid as at the date of this announcement, that the
2018 Stadium Profit Forecast has been properly compiled on the basis of the
assumptions set out above and that the basis of accounting used is consistent
with Stadium's accounting policies, which are in accordance with IFRS and are
those that Stadium expects to apply in preparing its annual report and
accounts for the financial year ending 31 December 2018.
APPENDIX 5
dEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
2017 Stadium Profit Estimate the profit estimate included within Stadium's trading update announcement released on 8 November 2017 in respect of the year to 31 December 2017, as detailed further in Appendix 4
2018 Stadium Profit Forecast the profit forecast included within Stadium's trading update announcement released on 8 November 2017 in respect of the year to 31 December 2018, as detailed further in Appendix 4
AIM the AIM market of the London Stock Exchange
AIM Rules the AIM rules for companies published by the London Stock Exchange
Board as the context requires, the board of directors of TT or the board of directors of Stadium and the terms TT Board and Stadium Board shall be construed accordingly
Business Day a day on which banks are generally open for business in London (apart from Saturdays, Sundays and bank holidays)
Cash Consideration the consideration payable to Scheme Shareholders in connection with the Transaction, being 120 pence per Stadium Share
Closing Price the closing middle market quotation of a Stadium Share derived from the AIM appendix to the Daily Official List
CMA the UK Competition and Markets Authority
Code the UK City Code on Takeovers and Mergers
Companies Act 2006 the UK Companies Act 2006, as amended from time to time
Conditions the conditions to the Transaction as set out in Part 1 of Appendix 1 and to be set out in the Scheme Document
Confidentiality Agreement the confidentiality agreement dated 20 December 2017 entered into between Stadium and TT
Court the High Court of Justice in England and Wales
Court Meeting the meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act 2006, notice of which will be set out in the Scheme Document, for the purpose of considering, and if thought fit, approving the
Scheme (with or without amendment) and any adjournment, postponement or reconvention of such meeting
CREST the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (the Regulations)) in respect of which Euroclear UK and Ireland Limited is the Operator (as defined in the Regulations) in accordance with which securities may
be held and transferred in uncertificated form
Daily Official List the daily official list of the London Stock Exchange
Disclosed information which has been fairly disclosed by or on behalf of Stadium:· in the annual report and accounts of the Stadium Group for the financial year ended 31 December 2016;· in Stadium's announcement dated 5 September 2017 of
its half year results;· in this announcement;· in any other public announcement made by, or on behalf of, Stadium in accordance with the Market Abuse Regulation, the AIM Rules or the Disclosure Guidance and Transparency Rules
before the date of this announcement;· in writing before the date of this announcement by or on behalf of Stadium to TT (or its respective officers, employees, agents or advisers in their capacity as such); or· in the virtual data
room operated by or on behalf of Stadium and which TT is able to access in relation to the Transaction before the date of this announcement
Disclosure Guidance and Transparency Rules the Disclosure Guidance and Transparency Rules of the FCA in its capacity as the UK Listing Authority under FSMA and contained in the UK Listing Authority's publication of the same name (as amended from time to time)
Dividend the special dividend of 2.1 pence per Stadium Share declared by the Stadium Board, which is conditional on completion of the Transaction and will be paid by Stadium to Stadium Shareholders on the register of members of Stadium at the Scheme Record Time
Effective Date · the date on which the Scheme becomes effective in accordance with its terms; or· if the Transaction is implemented by way of a Takeover Offer, the date on which the Takeover Offer has been declared or become unconditional in all
respects in accordance with the Code or the date on which a Stadium Shareholder validly accepts the Takeover Offer, whichever is later
EU or European Union the European Union
EUMR the EU Merger Regulation (No 139/2004)
FCA the United Kingdom Financial Conduct Authority
Forms of Proxy either or both (as the context demands) of the form of proxy in relation to the Court Meeting and the form of proxy in relation to the Stadium General Meeting
FSMA Financial Services and Markets Act 2000 (as amended from time to time)
IAS19 International Accounting Standard 19 concerning employee benefits under the IFRS rules set by the International Accounting Standards Board
IFRS international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union
IoT the Internet of Things
London Stock Exchange London Stock Exchange plc Numis Numis Securities Ltd
Offer Document should the Transaction be implemented by means of a Takeover Offer, the
document to be sent to Stadium Shareholders containing the full terms and
conditions of such Takeover Offer
Offer Period the offer period (as defined in the Code) relating to Stadium, which commenced
on 15 February 2018
Options the outstanding options to acquire a total of 1,040,000 Stadium Shares granted
under the rules of the Stadium Share Schemes
Options Letter the options letter dated 15 February 2018 provided by Stadium to TT
Panel the UK Panel on Takeovers and Mergers
Remco the Remuneration Committee of Stadium
R&D research and development
Registrar of Companies the registrar of companies in England and Wales
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in significant
risk of civil, regulatory or criminal exposure if information concerning the
Transaction is sent or made available to Stadium Shareholders in that
jurisdiction (in accordance with Rule 30.3 of the Code)
Rothschild N M Rothschild & Sons Limited
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act 2006
between Stadium and the Stadium Shareholders to implement the Transaction with
or subject to any modification, addition or condition approved or imposed by
the Court and agreed to by Stadium and TT
Scheme Court Hearing the hearing of the Court to sanction the Scheme under section 899 of the
Companies Act 2006
Scheme Court Order the order of the Court sanctioning the Scheme under section 899 of the
Companies Act 2006
Scheme Document the document to be dispatched to (among others) Stadium Shareholders,
containing and setting out, among other things, the full terms and conditions
of the Scheme and including the particulars required by section 897 of the
Companies Act 2006
Scheme Record Time the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the Business Day immediately before the Effective Date
Scheme Shareholders holders of Scheme Shares
Scheme Shares 1. the Stadium Shares in issue at the date of the Scheme Document other than
any Stadium Shares owned by TT;
2. any Stadium Shares issued after the date of the Scheme Document and before
the Voting Record Time; and
3. any Stadium Shares issued at or after the Voting Record Time and before the
Scheme Record Time in respect of which the original or subsequent holder of
such Stadium Shares is bound by the Scheme, or shall by such time have agreed
in writing to be bound by the Scheme
SEC US Securities and Exchange Commission
Significant Interest in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of: (i) the total voting rights conferred by the equity share capital
(as defined in section 548 of the Companies Act 2006) of such undertaking; or
(ii) the relevant partnership interest
Stadium Stadium Group plc, a company incorporated in England and Wales with registered
number 00236394
Stadium Directors the directors of Stadium as at the date of this announcement or, where the
context so requires, the directors of Stadium from time to time
Stadium General Meeting the general meeting of Stadium Shareholders (including any adjournment,
postponement or reconvention of it) to be convened for the purpose of
considering, and if thought fit, approving the shareholder resolutions
necessary to enable Stadium to implement the Transaction, notice of which
shall be contained in the Scheme Document
Stadium Group Stadium and its subsidiaries and subsidiary undertakings from time to time
Stadium Meetings the Court Meeting and the Stadium General Meeting
Stadium Shareholders the holders of Stadium Shares
Stadium Shares the ordinary shares of five pence each in the capital of Stadium
Stadium Share Schemes the Performance Share Plan 2006 and the Performance Share Plan 2017
Takeover Offer should the Transaction be implemented by way of a takeover offer as defined in
Chapter 3 of Part 28 of the Companies Act 2006, the offer to be made by or on
behalf of TT to acquire the entire issued and to be issued share capital of
Stadium not already owned by TT and, where the context permits, any subsequent
revision, variation, extension or renewal of such takeover offer
Third Party has the meaning given in paragraph (d) of Part 1 of Appendix 1
Transaction the proposed acquisition by TT of the entire issued and to be issued share
capital of Stadium, to be effected by the Scheme as described in this
announcement (or by a Takeover Offer under certain circumstances described in
this announcement)
TT TT Electronics plc, a company incorporated in England and Wales under
registered number 00087249
TT Directors the directors of TT as at the date of this announcement or, where the context
so requires, the directors of TT from time to time
TT Group TT and its subsidiaries and subsidiary undertakings from time to time
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
US or United States the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
US Exchange Act US Securities Exchange Act of 1934 (as amended)
Voting Record Time 6.00 p.m. on the day two days before the date of the Court Meeting or any
adjournment of it (as the case may be), in each case excluding any day that is
not a Business Day
Wider Stadium Group Stadium and its subsidiaries, subsidiary undertakings, associated undertakings
and any other body corporate, partnership, joint venture or person in which
Stadium and all such undertakings (aggregating their interests) have a
Significant Interest
Wider TT Group TT and its subsidiaries, subsidiary undertakings, associated undertakings and
any other body corporate, partnership, joint venture or person in which TT and
all such undertakings (aggregating their interests) have a Significant
Interest
£, p, pence, Sterling or GBP the lawful currency of the United Kingdom from time to time
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
by the Companies Act 2006.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement.
All references to time in this announcement are to London time unless
otherwise stated.
References to the singular include the plural and vice versa.
This information is provided by RNS
The company news service from the London Stock Exchange
Long Stop Date 31 August 2018, or such later date (if any) as TT and Stadium may agree, with the consent of the Panel, and the Court may allow
M2M machine-to-machine
Market Abuse Regulation the Market Abuse Regulation (2014/596/EU)
N+1 Singer Nplus1 Singer Advisory LLP
Normalised Profit Before Tax for the purposes of the 2017 Stadium Profit Estimate and the 2018 Stadium Profit Forecast, Stadium defines "normalised profit before tax" as profit before tax, the costs relating to acquisitions and disposals, business restructuring costs, any
profit/(loss) on the disposal of businesses, items deemed to be of an exceptional nature (where such "exceptional" items are material non-recurring items of income or expense that are shown separately due to the significance of their nature or amount, and
do not form of the underlying business of the Stadium Group), and the impairment of goodwill and acquired intangibles
Numis Numis Securities Ltd
Offer Document should the Transaction be implemented by means of a Takeover Offer, the document to be sent to Stadium Shareholders containing the full terms and conditions of such Takeover Offer
Offer Period the offer period (as defined in the Code) relating to Stadium, which commenced on 15 February 2018
Options the outstanding options to acquire a total of 1,040,000 Stadium Shares granted under the rules of the Stadium Share Schemes
Options Letter the options letter dated 15 February 2018 provided by Stadium to TT
Panel the UK Panel on Takeovers and Mergers
Remco the Remuneration Committee of Stadium
R&D research and development
Registrar of Companies the registrar of companies in England and Wales
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Transaction is sent or made available to Stadium Shareholders in that jurisdiction (in accordance with
Rule 30.3 of the Code)
Rothschild N M Rothschild & Sons Limited
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between Stadium and the Stadium Shareholders to implement the Transaction with or subject to any modification, addition or condition approved or imposed by the Court and agreed to
by Stadium and TT
Scheme Court Hearing the hearing of the Court to sanction the Scheme under section 899 of the Companies Act 2006
Scheme Court Order the order of the Court sanctioning the Scheme under section 899 of the Companies Act 2006
Scheme Document the document to be dispatched to (among others) Stadium Shareholders, containing and setting out, among other things, the full terms and conditions of the Scheme and including the particulars required by section 897 of the Companies Act 2006
Scheme Record Time the time and date specified as such in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately before the Effective Date
Scheme Shareholders holders of Scheme Shares
Scheme Shares 1. the Stadium Shares in issue at the date of the Scheme Document other than any Stadium Shares owned by TT;2. any Stadium Shares issued after the date of the Scheme Document and before the Voting Record Time; and3. any Stadium Shares issued at or after
the Voting Record Time and before the Scheme Record Time in respect of which the original or subsequent holder of such Stadium Shares is bound by the Scheme, or shall by such time have agreed in writing to be bound by the Scheme
SEC US Securities and Exchange Commission
Significant Interest in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of: (i) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act 2006) of such undertaking; or (ii) the relevant
partnership interest
Stadium Stadium Group plc, a company incorporated in England and Wales with registered number 00236394
Stadium Directors the directors of Stadium as at the date of this announcement or, where the context so requires, the directors of Stadium from time to time
Stadium General Meeting the general meeting of Stadium Shareholders (including any adjournment, postponement or reconvention of it) to be convened for the purpose of considering, and if thought fit, approving the shareholder resolutions necessary to enable Stadium to implement
the Transaction, notice of which shall be contained in the Scheme Document
Stadium Group Stadium and its subsidiaries and subsidiary undertakings from time to time
Stadium Meetings the Court Meeting and the Stadium General Meeting
Stadium Shareholders the holders of Stadium Shares
Stadium Shares the ordinary shares of five pence each in the capital of Stadium
Stadium Share Schemes the Performance Share Plan 2006 and the Performance Share Plan 2017
Takeover Offer should the Transaction be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006, the offer to be made by or on behalf of TT to acquire the entire issued and to be issued share capital of Stadium not already
owned by TT and, where the context permits, any subsequent revision, variation, extension or renewal of such takeover offer
Third Party has the meaning given in paragraph (d) of Part 1 of Appendix 1
Transaction the proposed acquisition by TT of the entire issued and to be issued share capital of Stadium, to be effected by the Scheme as described in this announcement (or by a Takeover Offer under certain circumstances described in this announcement)
TT TT Electronics plc, a company incorporated in England and Wales under registered number 00087249
TT Directors the directors of TT as at the date of this announcement or, where the context so requires, the directors of TT from time to time
TT Group TT and its subsidiaries and subsidiary undertakings from time to time
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
US or United States the United States of America, its territories and possessions, any state of the United States and the District of Columbia
US Exchange Act US Securities Exchange Act of 1934 (as amended)
Voting Record Time 6.00 p.m. on the day two days before the date of the Court Meeting or any adjournment of it (as the case may be), in each case excluding any day that is not a Business Day
Wider Stadium Group Stadium and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which Stadium and all such undertakings (aggregating their interests) have a Significant Interest
Wider TT Group TT and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which TT and all such undertakings (aggregating their interests) have a Significant Interest
£, p, pence, Sterling or GBP the lawful currency of the United Kingdom from time to time
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
by the Companies Act 2006.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this announcement.
All references to time in this announcement are to London time unless
otherwise stated.
References to the singular include the plural and vice versa.
This information is provided by RNS
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