Last checked at 20 Sep 2019 18:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
20 September 2019
RECOMMENDED CASH OFFER
for
STRIDE GAMING PLC ("STRIDE")
by
THE RANK GROUP PLC ("RANK")
SATISFACTION OF UKGC CONDITION, COURT HEARING DATE AND OFFER TIMETABLE
On 31 May 2019, the Directors of Stride announced that they had reached agreement on the terms of a recommended cash offer for Stride by Rank Digital Holdings Limited ("Rank BidCo"), a wholly-owned subsidiary undertaking of Rank, to be effected by means of a Court-sanctioned scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (the "Scheme"). On 24 July 2019, Stride announced that at the Court Meeting and the General Meeting convened in relation to the proposed Scheme, all the proposed resolutions were duly passed by the requisite majorities.
Stride and Rank are pleased to announce that the UKGC has given notice in writing that it has determined to approve the Offer and, as such, the relevant condition to the Offer has therefore been satisfied.
Stride is pleased to confirm that the Court Hearing for the consideration and sanction of the Scheme by the Court is due to take place at the Royal Court of Jersey, Royal Court Building, Royal Square, St Helier Jersey JE1 1BA at 2.30 p.m. on 2 October 2019. Stride will announce through a Regulatory Information Service the outcome of the Court Hearing.
The Scheme remains conditional on the sanction of the Court and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document). Should the Court sanction the Scheme, the Scheme is currently expected to become Effective on 4 October 2019. An updated Expected Timetable of Principal Events is set out below.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The last day of dealings in, and registration of transfers of, Stride Shares (other than the registration of the transfer of the Scheme Shares to Rank pursuant to the Scheme) on AIM is expected to be on 3 October 2019 and no transfers will be registered after the Scheme Record Time, which is expected to be 6.00 p.m. on 3 October 2019. It is also intended that dealings in Stride Shares will be suspended on 4 October 2019. Stride has made an application to AIM for the cancellation of the admission to trading of Stride Shares on AIM, which is expected to take effect at 8.00 a.m. on 7 October 2019.
The following indicative timetable sets out the expected dates for implementation of the Scheme.
Event | Time and/or date |
|
Court Hearing to sanction the Scheme | 02 October 2019 |
|
Last day of dealings in and for the registration of transfers of Stride Shares | 03 October 2019 |
|
Suspension of dealings in and disablement in CREST of Stride Shares | 5.00 p.m. on 03 October 2019 |
|
Scheme Record Time | 6.00 p.m. on 03 October 2019 |
|
Effective Date of the Scheme | 04 October 2019 |
|
Cancellation of admission to trading of Stride Shares | 8.00 a.m. on 07 October 2019 |
|
Despatch of cheques/settlement through CREST and consideration payable under the Offer | By no later than 18 October 2019 |
|
These times and dates are indicative only and will depend, among other things, on the date on which: (i) the Court sanctions the Scheme; and (ii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Stride will give notice of the change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, send notice of the change(s) to Stride Shareholders and other persons with information rights and, for information only, to holders of options under the Stride LTIP.
Defined terms used but not defined in this announcement have the meaning given to them in the scheme circular sent to Stride Shareholders on 28 June 2019.
Enquiries:
Stride |
|
Eitan Boyd - Chief Executive Officer | +44 (0) 20 7284 6080 |
Ronen Kannor - Chief Financial Officer
|
|
Investec (Sole Financial Adviser, Nominated Adviser and Broker to Stride) |
|
Chris Treneman | +44 (0) 20 7597 5970 |
Edward Thomas |
|
David Anderson |
|
Dan Oldham
|
|
Hudson Sandler (PR Adviser to Stride) |
|
Alex Brennan | +44 (0) 20 7796 4133 |
Bertie Berger
|
|
Rank |
|
John O'Reilly - Chief Executive Officer | +44 (0) 1628 504 303 |
Bill Floydd - Chief Financial Officer |
|
Sarah Powell - Investor Relations |
|
|
|
Evercore (Financial Adviser to Rank) |
|
Edward Banks | +44 (0) 20 7653 6000 |
Julien Baril |
|
|
|
FTI Consulting LLP (PR Adviser to Rank) |
|
Edward Bridges | +44 (0) 20 3727 1067 |
Alex Beagley | +44 (0) 20 3727 1045 |
|
|
Peel Hunt (Corporate Broker to Rank) |
|
Dan Webster | +44 (0) 20 7418 8900 |
|
|
Goodbody (Corporate Broker to Rank) |
|
Charlotte Craigie | +44 (0) 20 3841 6202 |
IMPORTANT NOTICES
Important notices relating to financial advisers
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Stride and no one else in connection with the Offer and/or the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Stride for providing the protections afforded to the clients of Investec or for providing advice in connection with the Offer, the contents of this announcement or any matter or arrangement referred to herein. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with the Offer, for this announcement, any statement contained herein or otherwise.
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Rank and no one else in connection with the Offer, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Rank for providing the protections afforded to clients of Evercore, nor for providing advice in connection with the Offer or any matter or arrangement referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statue or otherwise) to any person who is not a client of Evercore in connection with the Offer or any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Rank and no one else in connection with the Offer, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Rank for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the Offer or any matter or arrangement referred to herein.
Goodbody Stockbrokers UC ("Goodbody"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Rank and no one else in connection with the Offer, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Rank for providing the protections afforded to clients of Goodbody or for providing advice in connection with the Offer or any matter or arrangement referred to herein.
Publication on a website
A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Stride's and Rank's websites at www.stridegaming.com and www.rank.com, respectively, by no later than 12.00 p.m. on the Business Day following this announcement. Neither the contents of Stride's website, nor those of Rank's website, nor those of any other website accessible from hyperlinks on either Stride's or Rank's website, are incorporated into or form part of this announcement
Request for hard copies
Stride Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Link Asset Services of 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling 0871 664 0300. Calls cost 12 pence per minute plus your phone company's access charge. If calling from outside the UK please call +44 371 664 0300. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 9.00 am to 5.30 pm Monday to Friday excluding public holidays in England and Wales). It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.