Tt Electronics Regulatory News (TTG)

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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

15 MARCH 2018

RECOMMENDED CASH OFFER

for

Stadium Group plc

by

TT Electronics plc

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Posting of Scheme Document

On 15 February 2018, the boards of Stadium Group plc ("Stadium" or the "Company") and TT Electronics plc ("TT") announced that they had reached agreement on the terms of a recommended acquisition, pursuant to which TT will acquire the entire issued and to be issued share capital of Stadium (the "Acquisition"), which will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme").

The Board of Stadium is pleased to announce that the scheme document in relation to the Acquisition (the "Scheme Document") is today being posted to Stadium Shareholders, containing, amongst other things, the full terms and conditions of the Acquisition, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Stadium Shareholders, together with the Forms of Proxy for the Meetings. Stadium is also posting the Scheme Document to participants in the Stadium Share Schemes for information only and those persons with information rights.

Stadium's preliminary results for the year ended 31 December 2017 released on 13 March 2018 are being posted to Stadium Shareholders and persons with information rights today, together with the Scheme Document.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Stadium's website at http://www.stadiumgroupplc.com/offer-for-stadium-group-plc/ up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this Announcement.

Notices of the Court Meeting and General Meeting

As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme requires, among other things, that the requisite majorities of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majorities of Stadium Shareholders vote in favour of the special resolution to be proposed at the General Meeting,

Notices convening the Court Meeting and the General Meeting for 11.00 a.m. and 11.15 a.m. respectively on 9 April 2018 (or, in respect of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), to be held at the offices of Pinsent Masons LLP, 30 Crown Place, London, EC2A 4ES, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Stadium Shareholder opinion. Stadium Shareholders are therefore strongly encouraged to complete, sign and return their Forms of Proxy (once received) (or appoint a proxy through the CREST electronic proxy appointment service) as soon as possible in accordance with the instructions for doing so.

Cancellation of admission of Stadium Shares to trading on AIM

If the Scheme becomes effective in accordance with its terms, it is intended that dealings in Stadium Shares will be suspended at 7.30 a.m. on 17 April 2018 and subsequently Stadium Shares will be cancelled from admission to trading on AIM at 7.00 a.m. on 19 April 2018.

Dividend

The Stadium Board has declared a special dividend of 2.1 pence per Stadium Share. The Dividend, which is conditional on completion of the Acquisition and in lieu of any final dividend for the financial year ended 31 December 2017, will be paid within 14 days of the Effective Date and will be paid by Stadium to Stadium Shareholders on the register of members of Stadium at the close of business on 17 April 2018 (irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour of the Acquisition)). No other dividend is currently contemplated by Stadium to be declared, approved, made or paid from the date of this Announcement and before the Effective Date.

Timetable

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.

All times shown in this Announcement are references to London time unless otherwise stated.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours before the time appointed for the Court Meeting, excluding any part of a day that is not a business day. Blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting or Link on behalf of the Chairman of the Court Meeting before the start of the Court Meeting.

(2) Yellow Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the General Meeting, excluding any part of a day that is not a business day. Yellow Forms of Proxy for the General Meeting not lodged by this time will be invalid.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days before the date of the adjourned meeting, excluding any part of a day that is not a business day.

(4) Or as soon as the Court Meeting shall have concluded or been adjourned.

(5) These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.

(6) This is the latest date by which the Scheme may become effective unless TT and Stadium agree (and the Panel and, if required, the Court permit) a later date.

END

Important notices

Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for Stadium as financial adviser and broker in relation to the matters referred to in this Announcement and for no one else. N+1 Singer will not be responsible to anyone other than Stadium for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any arrangement referred to herein. N+1 Singer has given, and not withdrawn, its consent to the inclusion in this Announcement of the references to its name and the advice it has given to Stadium in the form and context in which they appear.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to TT and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than TT for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither Rothschild, nor any of its 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 Rothschild in connection with this Announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting solely for TT as broker and for no one else in relation to the Acquisition, the content of this Announcement and other matters described in this Announcement, and will not be responsible to anyone other than TT for providing the protections afforded to the clients of Numis or for providing advice to any other person in relation to the Acquisition, the content of this Announcement or any other matters described in this Announcement.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law.

The Acquisition is being made solely through the Scheme Document (unless TT elects, with the consent of the Panel, to implement the Acquisition by way of Takeover Offer), which contains the full terms and conditions of the Acquisition, including details of how to vote at the Meetings in respect of the Acquisition. Any vote in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. Stadium Shareholders are advised to read the Scheme Document carefully.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into 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 legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Stadium Shares with respect to the Scheme at the Court Meeting or the General Meeting, or to execute and deliver forms of proxy appointing another person to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange, the AIM Rules and the 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 of the United Kingdom.

Unless otherwise determined by TT or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Stadium Shareholders in overseas jurisdictions is contained in the Scheme Document.

Notice to US holders of Stadium Shares

 The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, TT exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend such Takeover Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Stadium Shares to enforce their rights and any claim arising out of the US federal securities laws, since Stadium and TT are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Stadium Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Neither the SEC nor any securities commission of any state of the United States has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, TT or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Stadium Shares outside the United States, other than pursuant to the Acquisition, until the date on which the Takeover Offer and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website.

Forward-looking statements

This Announcement may contain statements about TT and Stadium which are, or may be deemed to be, "forward-looking statements" and which are prospective in nature. All statements other than statements of historical fact included in this Announcement may be 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 forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "anticipates", "believes", "targets", "aims", "projects", "future-proofing" or words or terms of similar substance or the negative of such words or 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. Forward-looking statements may include statements relating to the following: (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 TT's or Stadium's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on TT's or Stadium'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 TT Group or the Stadium Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the TT Group or the Stadium Group, refer to the results of the TT Group for the financial year ended 31 December 2017 and of the Stadium Group for the financial year ended 31 December 2017, respectively. Each of the TT Group and the Stadium Group, and each of their respective members, directors, officers, employees, advisers and persons acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law.

No member of the TT Group, nor the Stadium Group, nor any of their respective associates, directors, officers, employees 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.

Except as expressly provided in this Announcement, no forward-looking or other statements have been reviewed by the auditors of the TT Group or the Stadium Group. All subsequent oral or written forward-looking statements attributable to any member of the TT Group or Stadium Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Publication on website and availability of hard copies

Pursuant to Rule 26 of the Code, a copy of this Announcement, the Scheme Document and other documents in connection with the Acquisition will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be available for inspection on TT's website at http://www.ttelectronics.com and on Stadium's website at http://www.stadiumgroupplc.com/offer-for-stadium-group-plc from the time the Scheme Document is published. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement and/or any document or information incorporated into the announcement by reference, free of charge. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be sent by the party which publishes it in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website publication, a hard copy of this Announcement will not be sent unless so requested, by contacting N+1 Singer, One Bartholomew Lane, London EC2N 2AX, or by telephone on 0207 496 3000 (from within the UK) or +44 207 496 3000 (from outside the UK). If requested, copies will be provided, free of charge, within two business days of the request.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Stadium Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Stadium Shareholders, persons with information rights and other relevant persons for the receipt of communications from Stadium may be provided to TT during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.