24 Jul 2019 14:47
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
24 July 2019
RECOMMENDED CASH OFFER
for
STRIDE GAMING PLC ("STRIDE")
by
THE RANK GROUP PLC ("RANK")
RESULTS OF SHAREHOLDER MEETINGS
On 31 May 2019, the Directors of 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").
The Board of Stride is pleased to announce that at the Court Meeting and the General Meeting convened in relation to the proposed Scheme held earlier today all the proposed resolutions were duly passed by the requisite majorities. Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the circular to Stride Shareholders dated 28 June 2019 (the "Scheme Document").
A summary of the voting results is set out below.
Court Meeting
At the Court Meeting, a majority in number of Stride Scheme Shareholders, who voted (either in person or by proxy) and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme and accordingly, the resolution to approve the Scheme was duly passed on a poll vote.
Result of the Court Meeting | No. of votes | Percentage of votes (%) | No. of Stride Scheme Shareholders who voted | Percentage of Stride Scheme Shareholders who voted (%) | Percentage of eligible Stride Scheme Shares voted (%) |
FOR | 59,558,417 | 100.00 | 27 | 96.43 | 78.57 |
AGAINST | 1,347 | 0.00 | 1 | 3.57 | 0.00 |
TOTAL | 59,559,764 | 100 | 28 | 100 | 78.57 |
General Meeting
At the General Meeting, the special resolution for the purpose of giving effect to the Scheme and associated amendments to the articles of association of the Company was duly passed on a poll vote, by the requisite majority. The results were as follows:
FOR | AGAINST | TOTAL | WITHHELD* | |||
No. of votes | % of votes | No. of votes | % of votes | No. of votes | No. of votes | |
Special Resolution | 59,558,417 | 100.00 | 1,347 | 0.00 | 59,559,764 | 0 |
As at 23 July 2019 there were 75,805,536 ordinary shares of Stride in issue.
*A vote withheld is not a vote in law and counts neither "For" nor "Against" the Special Resolution.
Next Steps and Timetable
Completion of the Offer remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing which is expected to follow after the satisfaction of Condition 3(c) relating to UKGC approval. The expected timetable of principal events for the implementation of the Scheme is set in the Scheme Document. Subject to the Court sanctioning the Scheme and the satisfaction or waiver of the other conditions, the Scheme is expected to become Effective early in the fourth quarter of 2019.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
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.