TIDMELE
RNS Number : 0676N
Electric Word PLC
03 August 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
3 August 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
Court Sanction of Scheme of Arrangement
The Boards of directors of Electric Word and Bidco are pleased
to announce that the High Court of Justice in England and Wales has
today sanctioned the scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme") in connection with the
recommended cash acquisition by Bidco of the entire issued and to
be issued ordinary share capital of Electric Word.
Next Steps
Electric Word confirms that the Scheme Record Time for the
Scheme will occur at 6.00 p.m. later today, 3 August 2017. Scheme
Shareholders on Electric Word's register of members at the Scheme
Record Time will, provided the Scheme becomes Effective, be
entitled to be receive the Offer Price of 3.93 pence in cash for
each Electric Word Share held. Any amounts payable to Electric Word
Shareholders which include fractions of 1 pence will be rounded
down to the nearest whole penny and such fractional entitlements
will be disregarded.
It is anticipated that the Effective Date will be 4 August 2017,
which is when the Scheme Court Order is expected to be delivered to
the Registrar of Companies. There has been no change to the
expected timetable of principal events for the Scheme set out on
page 8 of the scheme document sent to Electric Word Shareholders on
5 July 2017 in relation to the Scheme (the "Scheme Document").
Trading in Electric Word Shares on the London Stock Exchange's
AIM market will be suspended with effect from 7.30 a.m. (London
time) on 4 August 2017. The cancellation of the admission to
trading of Electric Word Shares on AIM has been applied for and,
subject to the Scheme becoming Effective, is expected to take
effect at 7.00 a.m. (London time) on 7 August 2017.
Further announcements will be made when the Scheme has become
Effective and when the admission to trading of Electric Word shares
have each been cancelled.
Rule 2.9
In accordance with Rule 2.9 of the Code, the Company confirms
that it has issued 21,135,324 new ordinary shares pursuant to valid
forms of instruction of exercise of options under the Company's
share option schemes, of which options over 692,267 new ordinary
shares were exercised at an exercise price of 1 pence per share and
options over 20,443,057 new ordinary shares were exercised at an
exercise price of 1.5 pence per share.
An application is being made for the 21,135,324 new ordinary
shares to be admitted to trading on AIM. However, as Electric Word
shares are due to be cancelled on Monday 7 August, the new ordinary
shares will not be admitted. The new ordinary shares will rank pari
passu with the existing shares of the Company. Following the issue
of the new ordinary shares, the total issued share capital of
Electric Word is now 429,861,111 ordinary shares all of which carry
voting rights in the Company.
The above figure of 429,861,111 ordinary shares may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, Electric Word under the Disclosure
and Transparency Rules of the City Code on Takeovers and Mergers.
The International Securities Identification Number ("ISIN") number
of the ordinary shares is GB0003083622.
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
Silva International / Bidco +44 (0) 20 3866 9880
Roland Oakshett
Tony Pilch
BDO LLP (Financial Adviser to Bidco) +44 (0) 20 7486 5888
John Stephan
Susan Jarram
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.
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as
financial adviser to Bidco 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 Bidco for providing
the protections afforded to clients of BDO LLP 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. Any
Electric Word Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the
relevant jurisdiction without delay. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition is not being 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
SOABSGDIDGGBGRX
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August 03, 2017 10:05 ET (14:05 GMT)
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