TIDMELE
RNS Number : 2355K
Electric Word PLC
05 July 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
5 July 2017
Electric Word plc ("Electric Word" or the "Company")
Statement re AIM Delisting
The board of directors of Electric Word refer to the
announcement made on 27 June 2017 by Sport Business Acquisitions
Limited ("Bidco") and the Company (in connection with the proposed
acquisition by Bidco of the entire issued and to be issued share
capital of the Company (the "Acquisition")) and the announcement
made on 5 July 2017 regarding, amongst other things, the posting of
a scheme document (the "Scheme Document"), in connection with the
proposed Acquisition (together, the "Announcements").
Further to the Announcements, in connection with the
Acquisition, and in accordance with Rule 41 of the AIM Rules, the
Company has notified the London Stock Exchange of the Company's
intention to apply for the cancellation of admission of the
Ordinary Shares to trading on AIM ("Delisting").
The Company confirms that the 20 business days' notice period
for the Delisting will commence on release of this
announcement.
Provided that the Scheme to effect the Acquisition becomes
Effective, Admission of the Electric Word ordinary shares to
trading on AIM will be cancelled without the requirement for a
resolution of Electric Word Shareholders approving such
cancellation pursuant to Rule 41 of the AIM Rules. It is
anticipated that suspension of the Company's ordinary shares will
occur with effect from 7.30 am on 4 August 2017 and the Delisting
(and, therefore, cancellation of trading on AIM) will occur at 7.00
a.m. on 7 August 2017.
Upon the Delisting becoming effective, Panmure Gordon (UK)
Limited will cease to be nominated adviser to the Company and the
Company will no longer be required to comply with the rules and
corporate governance requirements to which companies admitted to
trading on AIM are subject including the AIM Rules.
If for any reason the Scheme is delayed or withdrawn, then the
Delisting will either be delayed or rescinded. Any changes to this
proposed timetable for the Delisting will be notified by the
Company through a Regulatory Information Service.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
Contacts:
Electric Word plc 020 7265 4170
Julian Turner (Chief Executive Officer)
Panmure Gordon (UK) Limited 020 7886 2500
Karri Vuori / Andrew Potts / James
Greenwood / Ryan McCarthy
(Financial Adviser, Nominated Adviser
& Broker)
Important notices
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority is acting
exclusively as financial adviser, nominated adviser and broker to
Electric Word and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than Electric Word for providing the protections
afforded to clients of Panmure Gordon (UK) Limited nor for
providing advice in relation to the matters referred to in this
announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of any securities pursuant
to the Acquisition in any jurisdiction in contravention of any
applicable laws.
The Acquisition is intended to be implemented by way of a Scheme
pursuant to the terms of the Scheme Document, which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Scheme. Any decision, vote or
other response in respect of the Acquisition should be made only on
the basis of information contained in the Scheme Document. Electric
Word Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully once it has been
dispatched.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the AIM Rules 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 the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the ability of
Electric Word Shareholders who are not resident in the United
Kingdom to participate in the Acquisition may be restricted by laws
and/or regulations of those jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Scheme Shares with respect to the Scheme at the Court
Meeting or with respect to the resolutions at the General Meeting,
or to execute and deliver Forms of Proxy appointing another to vote
at the Court Meeting and/or General Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Therefore, any persons who are subject to the laws and
regulations of any jurisdiction other than the United Kingdom or
Electric Word Shareholders who are not resident in the United
Kingdom should inform themselves about and observe any applicable
requirements in their jurisdiction. Any Electric Word Shareholders
who are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction
without delay. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by any 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 Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction.
Further details in relation to Electric Word Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
Notice to US investors
Electric Word Shareholders in the United States should note that
the Acquisition relates to the securities of a company organised
under the laws of England and Wales and is proposed to be effected
by means of a scheme of arrangement under the laws of England and
Wales. This announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be prepared
in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
Electric Word's financial statements, and all financial
information that is included in this announcement or that may be
included in the Scheme Document, or any other documents relating to
the Acquisition, have been or will be prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
Cautionary Note regarding Forward Looking Statements
This announcement contains certain statements about Bidco and
Electric Word that are, or may be deemed to be, "forward-looking
statements" which are prospective in nature. All statements other
than statements of historical fact, are or may be deemed to be,
forward-looking statements. Forward-looking statements are based on
current expectations and projections about future events and are
therefore subject to known and unknown risks and uncertainties
which could cause actual results, performance or events to differ
materially from the future results, performance or events 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",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "goal", "objective", "outlook", "risks", "seeks" or
words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might", "probably" or "will" be taken, occur or
be achieved. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future
expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Any forward-looking statements made in this
announcement on behalf of Bidco or Electric Word are made as of the
date of this announcement based on the opinions and estimates of
directors of Bidco and Electric Word, respectively. Each of Bidco
and Electric Word and their respective members, directors,
officers, employees, advisers and any person acting on behalf of
one or more of them, 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. Neither Bidco, Electric Word nor their respective
members, directors, officers or employees, advisers or any person
acting on their behalf, 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.
No forward-looking or other statements have been reviewed by the
auditors of Bidco or Electric Word. All subsequent oral or written
forward-looking statements attributable to Bidco, Electric Word or
to any of their respective members, directors, officers, advisers
or employees or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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) of the Code applies must be made by no
later than 3:30 pm (London time) on the 10th Business Day following
the commencement of the offer period and, if appropriate, by no
later than 3:30 pm (London time) on the 10th Business Day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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 normally be deemed to be a
single person for the purpose of Rule 8.3 of the Code.
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 of
the Code).
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.
Publication on website and availability of hard copies
A copy of this announcement will be made available, free of
charge and subject to certain restrictions relating to persons in
Restricted Jurisdictions, on Electric Word's website at
www.electricwordplc.com 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 such website is not
incorporated into, and do not form part of, this announcement.
Any person who is required to be sent a copy of this
announcement under the Code, and who has not received a hard copy
of it, may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
submitting a request in writing to Computershare Investor Services
PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or by
calling Computershare on +44 (0)370 889 4061. The helpline is open
between 8:30 am and 5:30 pm, Monday to Friday excluding public
holidays in England and Wales. Please note that Computershare
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Save as otherwise referred to above, a hard copy of this
announcement will not be sent unless requested. Any such person may
also request that all future documents, announcements and
information in relation to the Acquisition should be sent to them
in hard copy form.
Electronic communications
Please note that under Rule 2.11(c) of the Code, all addresses,
electronic addresses (if any) and certain other information
provided by the Electric Word Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Electric Word will upon request be provided to
offerors (including Bidco) during the Offer Period as required
under Section 4 of Appendix 4 of the Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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July 05, 2017 11:03 ET (15:03 GMT)
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