17 Dec 2019 14:57
17 December 2019
Studio Retail Group plc
("Company")
Proposed Disposal of Findel Education Limited - Letter of Intent
Further to the announcement made by the Company on 16 December 2019 ("Announcement") relating to the proposed disposal of Findel Education Limited to the Council of the City of Wakefield, acting in its capacity as the lead authority of the joint committee known as, the Yorkshire Purchasing Organisation ("Disposal"), the Company announces that following receipt today of a non-binding letter of intent, the Company has received irrevocable undertakings or a letter of intent in respect of a total of 47,481,097 Ordinary Shares representing, in aggregate, approximately 54.9 per cent. of the Company's issued ordinary share capital.
The percentages of Ordinary Shares referred to in this announcement are based upon a figure of 86,442,534 Ordinary Shares in issue as at close of business on 16 December 2019 (being the latest practicable date prior to the issue of this announcement).
Completion of the Disposal remains conditional upon, amongst other matters, the passing of the Disposal Resolution by Ordinary Shareholders and clearance being obtained from the UK Competition and Markets Authority. Once approved by the Financial Conduct Authority, a circular containing further details of the Disposal, together with a notice to convene a general meeting (expected to be held in January 2020) will be sent to Ordinary Shareholders as soon as is practicable.
Unless the context otherwise requires, defined terms used in this announcement shall have the meanings given to them in the Announcement.
Enquiries:
Studio Retail Group plc
Ian Burke, Group Chairman
Phil Maudsley, Group CEO
Stuart Caldwell, Group CFO
0161 303 3465
Tulchan CommunicationsCatherine James
Will Smith020 7353 4200
Stifel Nicolaus Europe Limited (Joint Sponsor, Joint Financial Adviser and Joint Corporate Broker to Studio Retail Group plc)
Francis North
Matthew Blawat
William Brinkley
020 7710 7600
Nplus1 Singer Advisory LLP (Joint Sponsor, Joint Financial Adviser and Joint Corporate Broker to Studio Retail Group plc)
Mark Taylor
Peter Steel
Alex Bond
020 7496 3000
Important information relating to financial advisers
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Studio Retail Group plc and for no one else in connection with the Disposal and is not, and will not be, responsible to anyone other than Studio Retail Group plc for providing the protections afforded to its clients nor for providing advice in relation to the Disposal, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
Nplus1 Singer Advisory LLP ("Nplus1"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Studio Retail Group plc and for no one else in connection with the Disposal and is not, and will not be, responsible to anyone other than Studio Retail Group plc for providing the protections afforded to its clients nor for providing advice in relation to the Disposal, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
Cautionary statement
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with the Listing Rules 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 laws and regulations of any jurisdiction outside of England.
No offer or solicitation
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. The Company's Ordinary Shareholders are advised to carefully read the Circular in relation to the Disposal. Any response to the Disposal should be made only on the basis of the information in the Circular.
Information regarding forward-looking statements
This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond the Group's control.
Forward-looking statements include statements regarding the intentions, beliefs or current expectations of the Company concerning, without limitation: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Studio Retail Group's operations; and (iii) the effects of United Kingdom and global economic conditions on the Studio Retail Group's business.
Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the Studio Retail Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause the actual results, performance or achievements of the Studio Retail Group to differ materially from the expectations of the Company include, amongst other things, general business, economic and political conditions in the United Kingdom and globally, industry trends, competition, changes in government and other regulation and policy, including in relation to the environment, health and safety, taxation, labour relations and work stoppages, interest rates and currency fluctuations, changes in its business strategy, the outcome of any litigation, the impact of any acquisitions or similar transactions, IT system and technology failures, political and economic uncertainty and other factors. Such forward-looking statements should therefore be construed in light of such factors.
Neither Studio Retail Group plc nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement.
Forward-looking statements contained in this announcement apply only as at the date of this announcement. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules), Studio Retail Group plc is not under any obligation and Studio Retail Group plc expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.