7 Mar 2012 14:48
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
7 March 2012
Recommended cash 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")
Results of Court Meeting and General Meeting
The board of Arena is pleased to announce that the resolution to approve the Scheme was today passed by the requisite majority of Scheme Shareholders at the Court Meeting and the special resolution to implement the Scheme was also passed by the requisite majority at the subsequent General Meeting.
Implementation of the Scheme remains subject to fulfilment of the further conditions set out in the Scheme document sent to shareholders on 10 February 2012 (the "Scheme Document"). Subject to the Scheme becoming effective, Scheme Shareholders will receive 44.25 pence for each Arena Share held.
Court Meeting
At the Court Meeting, the resolution to approve the Scheme was duly passed on a poll by a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.39 per cent. in value of the Scheme Shares held by Scheme Shareholders who so voted. Details of the votes cast were as follows:
| Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders who voted | Number of Scheme Shares voted | Percentage of Scheme Shares voted |
For | 1,138 | 90.25 | 173,532,562 | 99.39 |
Against | 123 | 9.75 | 1,071,309 | 0.61 |
Total | 1,261 | 100 | 174,603,871 | 100.0 |
General Meeting
At the General Meeting, the resolution to effect the Scheme was duly passed as a special resolution. Valid proxy votes (including votes withheld) were received in respect of a total of 282,138,496 Arena Shares, representing 77.47 per cent. of the total number of votes capable of being cast at the General Meeting. A poll was conducted on the proposed resolution and the results are detailed below:
| Number of Arena Shares voted | Percentage of Arena Shares voted |
For | 282,139,831 | 99.62 |
Against | 1,062,741 | 0.38 |
Vote Withheld* | 0 | 0 |
Total | 283,202,572 | 100 |
* A vote withheld is not a vote in law and accordingly is not counted in the calculation of the proportion of votes for and against the special resolution.
Capitalised terms in this announcement have the same meanings as set out in the Scheme Document.
Expected timetable of principal events:
| |
Court hearing to sanction the Scheme | 27 March 2012 |
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 (if the sanction of the Court is received) | 30 March 2012 |
De-listing of Arena Shares | By no later than 8.00 a.m. on 2 April 2012 |
Latest date of despatch of cheques and settlement through CREST | Within 14 days of the Scheme Effective Date |
Long-stop date being the date by which the Scheme must be implemented (unless otherwise agreed between Arena and Aldersgate) | 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 sanction the Scheme or any other key date is changed, Arena will give notice of this change by issuing an announcement via a Regulatory Information Service.
All references to times are London times unless otherwise stated
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.
National Storage Mechanism
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the special resolution passed at the General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do.