TIDMELE
RNS Number : 4755M
Electric Word PLC
28 July 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
28 July 2017
RECOMMED CASH ACQUISITION
of
Electric Word plc ("Electric Word")
by
Sport Business Acquisitions Limited ("Bidco")
to be effected by means of a Scheme of Arrangement under Part
26
of the Companies Act 2006
Results of the Court Meeting and General Meeting
The Board of directors of Electric Word is pleased to announce
that at the Court Meeting and the General Meeting held earlier
today in connection with the recommended cash acquisition by Bidco
of the entire issued and to be issued ordinary share capital of
Electric Word to be effective by way of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"):
-- the Scheme was approved by the requisite majority of Scheme
Shareholders at the Court Meeting;
-- Electric Word Shareholders voted to pass the special
resolution to implement the Scheme (the "Special Resolution") at
the General Meeting; and
-- Electric Word Shareholders voted to pass the ordinary
resolution to pay a bonus to Julian Turner pursuant to the
settlement agreement entered into between Julian Turner and
Electric Word (the "Ordinary Resolution") at the General
Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the scheme
document dated 5 July 2017 sent or made available to Scheme
Shareholders (the "Scheme Document"), which document, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, is available on Electric Word's website
(www.electricwordplc.com).
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below.
Court Meeting
At the Court Meeting a majority in number of Scheme Shareholders
who voted (either in person or by proxy), representing 99.99 per
cent. by value of those Scheme Shareholders who voted (either in
person or by proxy), voted in favour of the resolution to approve
the Scheme. The resolution proposed at the Court Meeting was
approved by the requisite majority on a poll vote.
Details of the votes cast were as follows:
For For Against Against
(Number) (%) (Number) (%)
--------------------- ------------ ------ ---------- --------
Scheme
Shares
voted 342,602,415 99.99 25,638 0.01
--------------------- ------------ ------ ---------- --------
Scheme Shareholders
who voted 76 96.20 3 3.80
--------------------- ------------ ------ ---------- --------
Scheme Shares
voted as
a percentage
of the total
number of
Scheme Shares n/a 83.82 n/a 0.01
--------------------- ------------ ------ ---------- --------
For the purposes of the Court Meeting, Julian Turner, being an
Electric Word Director, was treated as a separate class of Electric
Word Shareholder because of the payments due to him under a
settlement agreement entered into between him and Electric Word and
did not vote his Electric Word Shares at the Court Meeting but
instead consented to be bound by the Scheme.
General Meeting
At the General Meeting of Electric Word the Special Resolution
to implement the Scheme and the Ordinary Resolution, were duly
passed. The voting results for the General Meeting were as
follows:
For For Against Against Total Withheld*
(Number) (%) (Number) (%) (Number) (Number)
-------- ------------ ------ ---------- -------- ------------ ----------
Special Resolution
------------------------------------------------------------------------------
Shares
Voted 356,230,100 99.99 49,302 0.01 356,279,402 0
-------- ------------ ------ ---------- -------- ------------ ----------
Ordinary Resolution
------------------------------------------------------------------------------
Shares
Voted 355,986,245 99.95 186,955 0.05 356,173,200 106,202
-------- ------------ ------ ---------- -------- ------------ ----------
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the resolution.
Next Steps
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the sanction by the Court of the Scheme at the Scheme
Court Hearing. The expected timetable of principal events for the
implementation of the Scheme is set out on page 8 of the Scheme
Document.
As described in detail in the Scheme Document, the Scheme Court
Hearing (to sanction the Scheme) is expected to take place on 3
August 2017 although this and each of the subsequent dates set out
in this timetable could be subject to change. It is expected that
trading in Electric Word Shares on AIM will be suspended with
effect from 7.30 a.m. (London time) on 4 August 2017 and that the
Scheme will become effective on the same day. Cancellation of
admission to trading on AIM of Electric Word Shares is expected to
take effect at 7.00 a.m. on 7 August 2017.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
Enquiries:
Electric Word plc +44 (0) 20 7265 4170
Julian Turner, Chief Executive
Panmure Gordon (Financial Adviser, Nominated Adviser
& Broker to Electric Word)
Karri Vuori
Andrew Potts
James Greenwood
Ryan McCarthy +44 (0) 20 7886 2500
Important Notices
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority is acting
exclusively as financial adviser to Electric Word and no one else
in connection with the matters referred to in this announcement or
the Acquisition and will not be responsible to anyone other than
Electric Word for providing the protections afforded to clients of
Panmure Gordon (UK) Limited nor for providing advice in relation to
the matters referred to in this announcement or the
Acquisition.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the ability of
Electric Word Shareholders who are not resident in the United
Kingdom to participate in the Acquisition may be restricted by laws
and/or regulations of those jurisdictions. Therefore, any persons
who are subject to the laws and regulations of any jurisdiction
other than the United Kingdom or Electric Word Shareholders who are
not resident in the United Kingdom should inform themselves about
and observe any applicable requirements in their jurisdiction.
The Acquisition will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
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 or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction.
This announcement has been prepared for the purposes of
complying with English law, the AIM Rules for Companies 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 and regulations of any
jurisdiction outside the United Kingdom.
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 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (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(s), 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 p.m.
(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.
Publication on website and availability of hard copies
A copy of this announcement will be made available, free of
charge and subject to certain restrictions relating to persons in
Restricted Jurisdictions, on Electric Word's website at
www.electricwordplc.com and on Silva International's website (on
behalf of Bidco) at www.silvainternational.com by no later than 12
noon (London time) on the Business Day following the date of this
announcement. For the avoidance of doubt, the contents of such
websites is not incorporated into, and do not form part of, this
announcement.
Any person who is required to be sent a copy of this
announcement under the Code, and who has not received a hard copy
of it, may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
submitting a request in writing to Computershare to Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol,
BS99 6ZZ or by calling Computershare on +44 (0)370 889 4061. Calls
are charged at the standard geographic rate and will vary by
provider. The helpline is open between 8.30 a.m. and 5.30 p.m.,
Monday to Friday excluding public holidays in England and Wales.
Please note that Computershare cannot provide any financial, legal
or tax advice and calls may be recorded and monitored for security
and training purposes.
Save as otherwise referred to above, a hard copy of this
announcement will not be sent unless requested. Any such person may
also request that all future documents, announcements and
information in relation to the Acquisition should be sent to them
in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMXVLFLDDFZBBD
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July 28, 2017 09:49 ET (13:49 GMT)
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