27 Jul 2012 18:02
Goals Soccer Centres plc ("Goals" or the "Company")
Posting of Scheme Document
On 20th July 2012, the board of Goliath Bidco Limited ("Goliath") and the Independent Directors of the Company announced the terms of a recommended offer under which it is proposed that Goliath will acquire the entire issued share capital of the Company (the "Offer") by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Goals announces that it is today posting a scheme document to shareholders (the "Scheme Document"), containing further information on the Scheme and convening the Court Meeting and the General Meeting, each of which will be held at the offices of Shepherd and Wedderburn LLP, 1 Exchange Crescent, Conference Square, Edinburgh EH3 8UL on 22 August 2012. The Court Meeting will start at 10.00 a.m. and the General Meeting at 10.15 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned). Subject to the requisite approvals being obtained at the Court Meeting and General Meeting and the sanction of the Court, it is currently expected that the Scheme will be effective on or around 14 September 2012.
Full details of the Court Meeting and the General Meeting, information on both Goals and Goliath, further details of the Scheme and the terms and conditions of the Offer are all set out in the Scheme Document.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or Date
Latest time for receipt of BLUE Forms of Proxy 10.00 a.m. on 20 August 2012
or electronic proxy for the Court Meeting
Latest time for receipt of WHITE Forms of Proxy 10.15 a.m. on 20 August 2012
or electronic proxy for the General Meeting
Scheme Voting Record Time 6.00 p.m. on 20 August 2012
Court Meeting 10.00 a.m. on 22 August 2012
General Meeting 10.15 a.m. on 22 August 2012
Sanction Hearing 12 September 2012
Last day of dealings in, and for registration of transfers of, 12 September 2012
and disablement in CREST of, Goals Shares
Reorganisation Record Time 8.00 p.m. on 12 September 2012
Scheme Record Time 9.00 p.m. on 12 September 2012
Dealings in Goals Shares suspended 7.30 a.m. on 13 September 2012
Reduction Hearing 13 September 2012
Effective Date of the Scheme 14 September 2012
Cancellation of listing of Goals Shares on AIM 7.00 a.m. on 17 September 2012
Latest date for dispatch of cheques and crediting of 28 September 2012
CREST accounts for cash consideration due under the Scheme
Latest date for Scheme becoming effective 18 December 2012
(unless otherwise agreed)
All references above are to London time.
Capitalised terms not otherwise defined, shall have the same meanings as set out in the Scheme Document.
A copy of this announcement, the Scheme Document and the documents listed in paragraph 16 of Part VII of the Scheme Document will be available free of charge on the Company's website, www.goalsplc.com, until the Effective Date.
These times and dates are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme, authorises the Re-registration and confirms the associated Capital Reduction and the date on which the Conditions set out in Part III of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Goals will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service. A copy of any announcement amending this timetable issued pursuant to this note will be published on Goals' website.
Enquiries:
Bill Gow, Finance Director 01355 234 800
College Hill
Jamie Ramsay 020 7457 2047
Canaccord Genuity Limited
Mark Dickenson / Joe Weaving 020 7523 8350
Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and corporate broker to Goals Soccer Centres plc and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Goals Soccer Centres plc for providing the protections afforded to clients of Canaccord Genuity or for providing advice in connection with the Offer or any matter or arrangement referred to herein.
Dean Street, which is the appointed representative of Ashcombe Advisers LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for OTPP and the Goliath Group and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than OTPP and the Goliath Group for providing the protections afforded to clients of Dean Street or for providing advice in connection with the Offer or any matter or arrangement referred to herein.
Global Leisure Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for OTPP and the Goliath Group and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than OTPP and the Goliath Group for providing the protections afforded to clients of Global Leisure Partners or for providing advice in connection with the Offer or any matter or arrangement referred to herein.
This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document and the accompanying Forms of Proxy which will together contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Offer.
This announcement has been prepared for the purpose of complying with Scots law and the Takeover 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 Takeover Code, any person who is, or becomes, interested in 1% 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.
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 Panel's website at http://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.