ESS Essenden

TIDMESS TIDMTTM

RNS Number : 4435S

Essenden PLC

08 July 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

RECOMMENDED CASH OFFER

FOR

ESSENDEN PLC

BY

INDOOR BOWLING ACQUISITIONS LIMITED

(a wholly owned subsidiary of Indoor Bowling Equity Limited)

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT, UNDER PART 26 OF THE COMPANIES ACT 2006

POSTING OF SCHEME DOCUMENT BY ESSENDEN

Further to the announcement made on 26 June 2015 pursuant to Rule 2.7 of the Takeover Code regarding the terms of a recommended cash offer, to be made by IBA, for the entire issued and to be issued ordinary share capital of Essenden, to be effected by way of a Court-sanctioned scheme of arrangement between Essenden and its shareholders under Part 26 of the Companies Act 2006, the Independent Directors of Essenden are pleased to confirm that the Scheme Document will be posted to Essenden Shareholders later today. Capitalised terms used in this announcement have the same meaning as in the Scheme Document or in the Announcement, as the context requires.

In order for it to become effective, and, as described in the Scheme Document, in addition to requiring the sanction of the Court, the Scheme requires the approval of Voting Scheme Shareholders at the Court Meeting and the approval of Essenden Shareholders at the General Meeting. Notices convening the Court Meeting and the General Meeting to be held on 30 July 2015 at 10.00 a.m. and 10.15 a.m., respectively, at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, accompany the Scheme Document.

Subject to the approval of the Voting Scheme Shareholders at the Court Meeting and Essenden Shareholders at the General Meeting, the sanction of the Court and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective in August 2015.

The expected timetable of principal events for the implementation of the Offer is set out below.

If the Scheme becomes Effective, the Scheme Shares will be transferred to IBA and, under the terms of the Offer, the holders of Scheme Shares on the register of members at the Scheme Record Time will receive:

   for each Scheme Share                       80 pence in cash 

Essenden Shareholders should be aware that if the Scheme becomes Effective, Essenden will become a wholly-owned subsidiary of IBA and trading in the Essenden Shares will be cancelled.

This announcement and the Scheme Document will be made available, by no later than 12 noon on 9 July 2015, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Essenden's website at http://www.essenden.com/investors/offer-for-essenden/.

You may request a hard copy of this announcement by contacting the Company Secretary of Essenden during business hours on 0208 879 3932 or by submitting a request in writing to the Company Secretary of Essenden at 3rd Floor, 2 & 4 St. Georges Road, Wimbledon, London SW19 4DP.

Amendment to the Rule 2.7 Announcement

The Independent Directors of Essenden would like to correct certain information set out in the Announcement of 26 June 2015 in relation to the resolution relating to the Management Performance Bonus. The Announcement stated that a resolution would be proposed at the General Meeting to approve the Management Performance Bonus to be paid to Nick Basing under Rule 21.1 of the Code and that for the purpose of Rule 16 of the Code, Cenkos considered the terms of the Management Performance Bonus to be fair and reasonable insofar as Essenden's independent shareholders are concerned.

The Independent Directors of Essenden would like to confirm that the resolution at the forthcoming General Meeting relating to the Management Performance Bonus will be proposed voluntarily by the Independent Directors of Essenden as a matter of good governance. No resolution is required under Rule 21.1 as IBA has consented to the proposed Management Performance Bonus and the proposed Management Performance Bonus does not fall under Rule 16.2, as it is not an arrangement with or made by IBA.

All shareholders other than Nick Basing himself are able to vote on the resolution in relation to the Management Performance Bonus.

The AIM Rule 13 related fair and reasonable statement will be unaffected and will be repeated in the Scheme Document.

Enquiries:

Essenden Plc

   Rory Macnamara, Non-Executive Chairman                                  Tel: +44 (0) 208 879 3932 

Nick Basing, Chief Executive Officer

Indoor Bowling Acquisitions Limited

Christopher Mills, Director Tel: +44 (0) 207 640 3200

Jeremy Brade, Director

James Agnew, Director

Strand Hanson Limited

(Financial Adviser to IBA, IBE and Harwood Capital LLP)

Stuart Faulkner Tel: +44 (0) 207 409 3494

Matthew Chandler

James Dance

Cenkos Securities Plc

(Financial and Nominated Adviser and Broker to Essenden)

Nicholas Wells Tel: +44 (0) 207 397 8900

Max Hartley

Instinctif Partners

(Public Relations Adviser to Essenden)

Matthew Smallwood Tel: +44 (0) 207 457 2020

Expected timetable of principal events

All references in this announcement to times are to London time unless otherwise stated.

 
 Event                                                             Time/date 
 Latest time for lodging pink Forms of            10.00 a.m. on 28 July 2015 
  Proxy for the Court Meeting 
 Latest time for lodging white Forms              10.15 a.m. on 28 July 2015 
  of Proxy for the General Meeting 
 Voting Record Time for the Court Meeting          6.00 p.m. on 28 July 2015 
  and General Meeting 
 Court Meeting                                    10.00 a.m. on 30 July 2015 
 General Meeting                                  10.15 a.m. on 30 July 2015 
 Scheme Court Hearing                                          6 August 2015 
 Last date for dealings in, registrations                      6 August 2015 
  of transfers of and disablement in CREST 
  of, Essenden Shares 
 Scheme Record Time                               5.00 p.m. on 6 August 2015 
 Effective Date                                                7 August 2015 
 De-listing of Essenden Shares                     7.00 a.m. on the Business 
                                                 Day following the Effective 
                                                                        Date 
 Despatch of cheques and crediting of        Within 14 days of the Effective 
  CREST accounts for cash consideration                                 Date 
  due under the Scheme 
 

1 The pink Form of Proxy for the Court Meeting may, alternatively, be handed to Capita Asset Services or the Chairman of the Court Meeting before the start of the Court Meeting. However it is requested that, if possible, pink Forms of Proxy be lodged at least 48 hours before the time appointed for the Court Meeting.

2 If either of the Meetings is adjourned, then the Voting Record Time for the relevant reconvened Meeting will be 6.00 p.m. on the date two days before the date set for the relevant reconvened meeting.

3 If the Court Meeting has not been concluded or adjourned prior to the scheduled commencement of the General Meeting, the commencement of the General Meeting will be delayed until the Court Meeting has been concluded or adjourned.

4 The latest date for despatch of consideration is 14 days after the Effective Date.

5 The above times and dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme and the date on which the Scheme Court Order is delivered to the Registrar of Companies. If there are any revisions to the timetable, the Independent Directors will make an appropriate announcement as soon as practicable.

This information is provided by RNS

The company news service from the London Stock Exchange

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