TIDMSTA
RNS Number : 6709A
Stagecoach Theatre Arts PLC
03 April 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE
UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
3 APRIL 2012
RECOMMENDED CASH OFFER
by
LIFESKILLS EDUCATION LIMITED
a direct wholly-owned subsidiary of Lifeskills Education
Holdings Limited
for
STAGECOACH THEATRE ARTS PUBLIC LIMITED COMPANY
(other than those shares already contracted to be acquired by
Lifeskills Education Limited under the terms of the Acquisition
Agreement)
Offer DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
On 12 March 2012 the Board of Lifeskills Education and the Board
of Stagecoach announced the terms of a recommended cash offer (the
"Offer") to be made by Lifeskills Education (a direct wholly owned
subsidiary of Lifeskills Education Holdings Limited), for the
entire issued and to be issued share capital of Stagecoach (other
than those shares already contracted to be acquired by Lifeskills
Education under the terms of the Acquisition Agreement), which
remains subject to the terms which are set out in the offer
document dated 12 March 2012 (the "Offer Document").
Lifeskills Education is pleased to announce that all the
conditions to its recommended Offer have now been satisfied or
waived and, accordingly, the Offer is declared unconditional in all
respects.
Offer acceptance levels
As at 1.00 p.m. on 2 April 2012, the first closing date of the
Offer, Lifeskills Education had received valid acceptances in
respect of 7,823,113 Offer Shares representing approximately 94.80
per cent. of the Offer Shares and approximately 78.23 per cent. of
the Stagecoach Shares. This includes acceptances received by
Lifeskills Education in respect of 5,152,669 Offer Shares
(representing approximately 62.44 per cent. of the Offer Shares and
approximately 51.53 per cent. of the Stagecoach Shares) which were
subject to irrevocable undertakings and non-binding letters of
intent to accept or (where applicable) to procure the acceptance of
the Offer. Full details of the irrevocable undertakings and letters
of intent are set out in the Offer Document. All of these
acceptances may be counted by Lifeskills Education towards the
satisfaction of the acceptance condition of the Offer.
The acceptances received by Lifeskills Education in respect of
7,823,113 Offer Shares (which represents approximately 78.23 per
cent. of the Stagecoach Shares) and the 1,748,322 Stagecoach Shares
conditionally agreed to be acquired from the Management Team (and
certain of their Connected Persons) pursuant to the Acquisition
Agreement (which represents approximately 17.48 per cent. of the
Stagecoach Shares), mean that Lifeskills Education has acquired or
agreed to acquire a total of 9,571,435 Stagecoach Shares
(representing approximately 95.71 per cent. of the Stagecoach
Shares).
The Offer will initially remain open for acceptance until
further notice. All terms set out in the Offer Document still
apply.
Save as disclosed in this Announcement, neither Lifeskills
Education nor any person acting in concert with Lifeskills
Education for the purposes of the Offer held any Stagecoach Shares
(or rights or interests over such shares) prior to 12 March 2012,
the first day of the Offer Period, nor has any such person, since
the commencement of the Offer period, acquired or agreed to acquire
any such shares (or rights or interests over such shares, including
the benefit of any irrevocable commitment or letter of intent in
respect of any such shares or any short position (whether
conditional or absolute and whether in the money or otherwise and
including any short position under a derivative), any agreement to
sell, any delivery obligation, any right to require another person
to purchase or take delivery, any stock borrowing or lending
arrangement in respect of any such shares, or any right to
subscribe for any such shares).
Settlement of consideration
Settlement of the consideration to which any Stagecoach
Shareholder (or the first named shareholder in the case of joint
holders) is entitled under the Offer will be effected (in the
manner set out in paragraph 15 of Part 2 of the Offer Document):
(i) in the case of acceptances received, complete in all respects,
by 3 April 2012, within 14 days of such date, or, (ii) in the case
of acceptances received, complete in all respects, after 3 April
2012 but while the Offer remains open for acceptance, within 14
days of such receipt.
Stagecoach cancellation of trading on AIM, re-registration as a
private limited company, adoption of new articles of association
and compulsory acquisition
As set out in the Offer Document and subject to any applicable
requirements of the AIM Rules, Lifeskills Education intends to
procure that Stagecoach applies to the London Stock Exchange for
the cancellation of trading in Stagecoach Shares on AIM. A further
announcement is expected to be made in due course regarding the
proposed date for the cancellation of trading on AIM. The
cancellation of the admission of Stagecoach Shares to trading on
AIM is likely to significantly reduce the liquidity and
marketability of any Stagecoach Shares not acquired by Lifeskills
Education. Following such cancellation, Lifeskills Education also
intends to re-register Stagecoach as a private limited company and
adopt new articles of association containing certain drag-along
rights, as set out in paragraph 11 of Part 2 of the Offer
Document.
As set out in the Offer Document, as Lifeskills Education has
received acceptances under the Offer in respect of over 90.00 per
cent. of the Offer Shares, Lifeskills Education intends to exercise
its rights pursuant to the provisions of sections 974 to 991
(inclusive) of the Companies Act, as applicable, to acquire
compulsorily the remaining Offer Shares in respect of which the
Offer has not been accepted on the same terms as the Offer.
Stagecoach Shareholders who have not accepted the Offer and who
wish to do so are encouraged to do so without delay. Acceptances of
the Offer should be received in accordance with the instructions
contained in the Offer Document and (in the case of shares held in
certificated form) the Form of Acceptance.
If you are in any doubt about the action you should take you are
recommended to seek your own independent financial advice
immediately from your stockbroker, solicitor, accountant or other
independent financial adviser authorised under FSMA if you are
resident in the UK or, if not, from another appropriately
authorised financial adviser.
Definitions
Capitalised terms used but not defined in this announcement
shall have the same meanings given to them in the Offer
Document.
Enquiries:
Lifeskills Education Telephone: 02071837592 Shirin Gandhi
Imran Ahmad (Project Manager)
Stagecoach Telephone: 01932 254 333 Graham Cole (Chairman)
CV Capital Telephone: 020 7509 9000 (Financial adviser to
Lifeskills Education) Debbie Clarke
Smith & Williamson Corporate Finance Limited Telephone: 020
7131 4000 (Financial adviser to Stagecoach) David Jones
Siobhan Sergeant
Peckwater PR Telephone: 07879 458 364 (Financial PR to
Stagecoach) Tarquin Edwards
CV Capital, which is authorised and regulated in the UK by the
FSA for investment business activities, is acting exclusively as
financial adviser to Lifeskills Education and no one else in
connection with the Offer and will not be responsible to anyone
other than Lifeskills Education for providing the protections
afforded to clients of CV Capital or for providing advice in
relation to the Offer or any other matters referred to in this
announcement.
Smith & Williamson Corporate Finance Limited, which is
authorised and regulated in the UK by the FSA, is acting
exclusively as financial adviser to Stagecoach and no one else in
connection with the Offer and will not be responsible to anyone
other than Stagecoach for providing the protections afforded to
clients of Smith & Williamson Corporate Finance Limited or for
providing advice in relation to the Offer or any other matters
referred to in this announcement.
This announcement is not intended to and does not constitute, or
form any part of, an offer to sell or an invitation to subscribe
for or purchase any securities or the solicitation of an offer to
purchase or subscribe for any securities in any jurisdiction
pursuant to the Offer or otherwise. The Offer is made solely
through the Offer Document, which contains the full terms and
conditions of the Offer (including details on how to accept the
Offer). Any response in relation to the Offer should be made only
on the basis of the information contained in the Offer Document and
the Form of Acceptance or any other document by which the Offer is
made. Stagecoach Shareholders are advised to read carefully the
formal documentation in relation to the Offer. This announcement
does not constitute a prospectus or prospectus equivalent
document.
All references to time in this announcement are to London
time.
Publication on a Website
A copy of this announcement will be available, subject to
certain restrictions in relation to persons resident in Restricted
Jurisdictions, on Stagecoach's website at
www.stagecoach.co.uk/investor-relations/.
A person may request a hard copy of the announcement and may
also request that all future documents, announcements and
information in relation to the Offer are sent in hard copy form. A
hard copy may be obtained by sending a request to Richard Dawson at
Stagecoach Theatre Arts Public Limited Company, The Courthouse, Elm
Grove, Walton-on-Thames, Surrey KT12 1LZ (telephone number
+44(0)1932 254 333).
Overseas Shareholders
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
the UK. Unless otherwise determined by Lifeskills Education or
required by the Code and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
internet or other forms of electronic communication) of interstate
or foreign commerce of, or any facilities of a securities exchange
of, any Restricted Jurisdiction, and the Offer will not be capable
of acceptance by any such use, means, instrumentality or facility
or from within any Restricted Jurisdiction. Accordingly, unless
otherwise determined by Lifeskills Education or required by the
Code and permitted by applicable law and regulation, copies of this
announcement and any other related document are not being, and must
not be, directly or indirectly, mailed or otherwise distributed or
sent in or into any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not distribute or send them in, into or from such jurisdictions as
doing so may make invalid any purported acceptance of the Offer by
persons in any such jurisdiction.
The availability of the Offer to persons not resident in the UK
may be affected by the laws of the relevant jurisdiction. Persons
who are subject to the laws of any jurisdiction other than the UK
should obtain professional advice and observe any applicable
requirements.
Forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
businesses of Lifeskills Education and Stagecoach and certain plans
and objectives of the boards of directors of Lifeskills Education
and Stagecoach. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words of similar meaning. These statements are based on
assumptions and assessments made by the boards of directors of
Lifeskills Education and Stagecoach in light of their experience
and their perception of historical trends, current conditions,
expected future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, and the factors described in the context of
such forward-looking statements in this announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement.
Neither Lifeskills Education or Stagecoach nor their respective
boards of directors assume any obligation to update or correct the
information contained in this announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date. Nothing contained in
this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Lifeskills
Education or Stagecoach or any member of the Stagecoach Group or
Lifeskills Education Group except where expressly stated.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1.00 per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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 tenth business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the tenth business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper 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 1.00 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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