Tt Electronics Regulatory News (TTG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR 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

18 APRIL 2018

RECOMMENDED ACQUISITION

of

STADIUM GROUP PLC

("Stadium" or the "Company")

by

TT ELECTRONICS PLC

("TT")

Scheme of Arrangement (the "Scheme") becomes Effective

The Boards of Stadium and TT are pleased to announce that, further to yesterday's announcement by Stadium that the Court had sanctioned the Scheme, the Court Order has been delivered to the Registrar of Companies today and accordingly the Scheme has now become effective, in accordance with its terms and Stadium is now a wholly owned subsidiary of TT.

As previously advised, trading in Stadium Shares on AIM was suspended with effect from 7.30 a.m. on 17 April 2018. The cancellation of trading of Stadium Shares on AIM is expected to take place at 7.00 a.m. on 19 April 2018. As a result of the Scheme having become effective, share certificates in respect of Stadium Shares will, by 7.00 a.m. on 19 April 2018, cease to be valid documents of title and entitlements to Stadium Shares held in uncertificated form in CREST are being cancelled.

A Scheme Shareholder on the register of members of Stadium at the Scheme Record Time, being 6.00 p.m. on 17 April 2018, will be entitled to receive 120 pence for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable. The latest date for despatch of cheques and settlement of the Cash Consideration in relation to the Offer through CREST is on or by 2 May 2018.

Full details of the Acquisition are set out in the scheme document dated 15 March 2018 (the "Scheme Document"). Defined terms used but not defined in this announcement (the "Announcement) have the same meanings set out in the Scheme Document.

The Company is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

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.

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. 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.

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. 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 are contained in the Scheme Document.

Publication on website and availability of hard copies

Pursuant to Rule 26.1 of the Code, a copy of this Announcement will be available on the website of Stadium at http://www.stadiumgroupplc.com/offer-for-stadium-group-plc/ by no later than 12 noon (London time) on the business day following the Announcement. For the avoidance of doubt, the content of this website is not incorporated by reference into, and does 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, 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.