27 Mar 2012 14:24
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
27 March 2012
Recommended cash offer (the "Offer") by Aldersgate Investments Limited ("Aldersgate") for Arena Leisure Plc ("Arena") to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
Court approval of the Scheme
Aldersgate and Arena are pleased to announce that the Court has today approved the Scheme. A Court hearing is scheduled for 29 March 2012 to confirm the Capital Reduction. The Scheme will then become effective on delivery of the Court order to the Register of Companies, which is expected to take place on 30 March 2012, whereupon the entire issued ordinary share capital of Arena will be owned by Aldersgate.
A request will shortly be made to the UK Listing Authority and the London Stock Exchange for a suspension of the listing of, and dealings in, Arena Shares with effect from 7.30 a.m. on 29 March 2012. Cancellation of the listing and admission to trading of Arena Shares is expected to occur by no later than 8.00 a.m. on 2 April 2012.
The expected timetable for the implementation of the Scheme is as follows:
Event | Time and Date |
Scheme Record Time | 6.00 p.m. on 28 March 2012 |
Suspension of listing of, and dealings in, Arena Shares | 7.30 a.m. on 29 March 2012 |
Capital Reduction Court Hearing | 29 March 2012 |
Scheme Effective Date | 30 March 2012 |
Cancellation of listing of Arena Shares | By no later than 8.00 a.m. on 2 April 2012 |
Latest date for despatch of cheques and settlement through CREST | Within 14 days of the Scheme Effective Date |
Long Stop Date | 13 July 2012 |
Note: The above times and dates are indicative only and are dependent on, amongst other things, the date on which the Conditions are satisfied or (if capable of waiver) waived. If the expected date of the Court hearing to confirm the Capital Reduction or any other key date is changed, Arena will give notice of this change by issuing an announcement through a Regulatory Information Service.
All references to times are London times unless otherwise stated.
Capitalised terms in this announcement have the same meanings as set out in the Scheme Document.
Enquiries: | |
Arena |
|
David Thorpe, Chairman Mark Elliott, Chief Executive Tony Harris, Finance Director | +44 20 7632 2080 |
Investec Bank plc (Financial Adviser to Arena) |
|
James Grace James Rudd Duncan Williamson Laurence Whyatt | +44 20 7597 5970 |
Altium Capital Limited (Corporate Broker to Arena) | |
Ben Thorne Tim Richardson | +44 20 7484 4040 |
Aldersgate |
|
Stephane Nahum (of Motcomb Estates Limited, representing Aldersgate) | +44 20 7802 5000 |
HSBC Bank plc (Financial Adviser and Corporate Broker to Aldersgate) |
|
David Barraclough James Pincus Calvin Man | +44 20 7991 8888 |
Media Enquiries: |
|
College Hill (PR Adviser to Arena) | |
Matthew Smallwood Justine Warren | +44 20 7457 2020 |
Luther Pendragon (PR Adviser to Aldersgate) |
|
Charles Stewart Smith | +44 20 7618 9100 |
The Offer is made on the terms and subject to the conditions and further terms set out in the Scheme Document and Forms of Proxy.
Investec Bank plc, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Arena and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Arena for providing the protections afforded to clients of Investec nor for providing advice in connection with the Offer or any matter referred to herein.
Altium Capital Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Arena and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Arena for providing the protections afforded to clients of Altium nor for providing advice in connection with the Offer or any matter referred to herein.
HSBC Bank plc, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Aldersgate and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Aldersgate for providing the protections afforded to clients of HSBC Bank plc nor for providing advice in connection with the Offer or any matter referred to herein.
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 City Code 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 shareholders
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
Further details in relation to overseas Arena Shareholders are contained in the Scheme Document.
Publication on website
A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons in Restricted Jurisdictions, at Arena's website at www.arenaleisureplc.com/investor-information.html by no later than 12 noon (London time) on the Business Day following the date of this announcment.
Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Arena's website (or any other website) is incorporated into, or forms part of, this announcement.