TIDMSTA
RNS Number : 6143B
Stagecoach Theatre Arts PLC
19 April 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR
ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
19 April 2012
RECOMMENDED CASH OFFER
by
LIFESKILLS EDUCATION 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).
Compulsory Acquisition of Outstanding Stagecoach Shares and
Closing of the Offer
On 12 March 2012, the Lifeskills Education Director and the
Board of Stagecoach announced the terms of a recommended cash offer
(the "Offer") to be made by Lifeskills Education for the entire
issued and to be issued share capital of Stagecoach, (other than
those shares which were contracted to be acquired by Lifeskills
Education under the terms of the Acquisition Agreement) which was
subject to the terms and conditions set out in the offer document
(the "Offer Document").
On 3 April 2012, it was announced that all the conditions of the
Offer had been either satisfied or waived and, accordingly, the
Offer was declared wholly unconditional. Lifeskills Education also
announced its intention to exercise its rights in accordance with
sections 974 to 991 of the Companies Act 2006 (the "2006 Act") to
acquire compulsorily the remaining Stagecoach Shares on the same
terms as the Offer as soon as reasonably practicable.
Compulsory acquisition
Lifeskills Education announces that as it has received
acceptances under the Offer in respect of more than 90 per cent of
the Stagecoach Shares to which the Offer relates, it has initiated
the process to acquire compulsorily the remaining Stagecoach Shares
in respect of which the Offer has not been validly accepted.
Lifeskills Education has today posted notices to the owners of
Offer Shares who have not yet validly accepted the Offer, informing
them that it proposes to acquire compulsorily their Stagecoach
Shares under the provisions of sections 974 to 991 of the 2006 Act
on the same terms as the Offer.
The compulsory acquisition procedure is expected to be completed
on, or shortly after, 31 May 2012, being 6 weeks from the date of
the compulsory acquisition notice.
Closing of the Offer and Acceptance of the Offer
The Offer will close at 1.00 p.m. (London time) on 8 May
2012.
Stagecoach Shareholders who have not yet accepted and wish to
accept the Offer should take action to accept the Offer as soon as
possible, as they may still accept the Offer, whilst it remains
open for acceptance, rather than wait for their Stagecoach Shares
to be compulsorily acquired by Lifeskills Education. 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 have lost your Form of Acceptance or have any other
queries in connection with the procedure for acceptance of the
Offer, you should consult Capita Registrars, by telephoning 0871
664 0321 or +44 (0)20 8639 3399 (if telephoning from outside the
UK), who will be pleased to assist you in any way they can with
regard to the forms and procedures. Calls to the Capita Registrars
0871 664 0321 number are charged at 10 pence per minute (including
VAT) plus any of your service provider's network extras. Calls to
the Capita Registrars +44 (0) 20 8639 3399 number from outside the
UK are charged at applicable international rates. Different charges
may apply to calls made from mobile telephones and calls may be
recorded and monitored randomly for security and training purposes.
Capita cannot provide advice on the merits of the Offer or give any
financial, legal or tax advice.
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: 0207 183 7592
Shirin Gandhi
Imran Ahmad (Project Manager)
Stagecoach Telephone: 01932 254 333
Richard Dawson (Joint Managing Director)
CV Capital Telephone: 020 7509 9000
(Financial adviser to Lifeskills
Education)
Debbie Clarke
Smith & Williamson Corporate Finance Telephone: 020 7131 4000
Limited
(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.
Further details in relation to overseas shareholders is
contained in the Offer Document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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