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
24 January 2024
Ten Entertainment Group plc
("TEG" or the "Company")
Cancellation of listing and admission to trading of TEG Shares
Further to the announcement made by TEG and Neon Buyer Limited ("Bidco") on 23 January 2024, TEG confirms that the listing of TEG Shares on the Official List and the admission of TEG Shares to trading on the Main Market of the London Stock Exchange were each cancelled with effect from 8.00 am today, 24 January 2024.
This announcement should be read in conjunction with the full text of the circular in relation to the Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 to implement the Acquisition published on 19 December 2023 (the "Scheme Document"). Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times.
Enquiries:
| Trive Conner Searcy Shravan Thadani
|
+ 1 214 499 9722 |
| Cavendish Capital Markets Limited (Sole Financial Adviser to Bidco and Trive) Henrik Persson Carl Holmes Seamus Fricker Fergus Sullivan George Dollemore
|
+ 44 20 7220 0500 |
| TEG Graham Blackwell (Chief Executive Officer) Antony Smith (Chief Financial Officer and Company Secretary)
|
+ 44 1234 751 333 investors@tegplc.co.uk
|
| Lazard & Co., Limited (Sole Financial Adviser and Rule 3 Adviser to TEG) Vasco Litchfield Nicholas Page Andrea Francisco David Cartwright
|
+44 20 7187 2000 |
| Liberum Capital Limited (Sole Corporate Broker to TEG) Andrew Godber Edward Thomas Satbir Kler
|
+ 44 20 3100 2222 |
| Instinctif Partners Ltd (Strategic Reputation Adviser to TEG Matthew Smallwood Justine Warren
|
+44 20 7457 2010 +44 20 7457 2005 |
Kirkland & Ellis International LLP is acting as legal adviser to Trive and Bidco. Shoosmiths LLP is acting as legal adviser to TEG.
Important Notices
Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to TEG and for no one else in connection with the Acquisition and will not be responsible to anyone other than TEG for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Lazard as to the contents of this announcement.
Cavendish, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Trive and Bidco and for no one else in connection with the Acquisition and will not be responsible to anyone other than Trive and Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Cavendish 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 Cavendish in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this announcement.
Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as Sole Broker for TEG and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than TEG for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Liberum in connection with the Acquisition, this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Liberum as to the contents of this announcement.
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of TEG in any jurisdiction in contravention of applicable law.
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
Overseas shareholders
This announcement has been prepared in accordance with, and for the purposes of complying with, English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and 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 England.
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 law of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.
Additional information for US investors
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 Securities Exchange Act of 1934. 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 the United States tender offer and proxy solicitation rules.
If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer which is to be made into the United States, such Offer would be made in compliance with applicable US laws and regulations.
The financial information included in this announcement and the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) has been prepared in accordance with generally accepted accounting standards applicable in the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
US TEG Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. TEG Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
It may be difficult for US holders of TEG Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and TEG 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 TEG 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 jurisdiction or judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Securities Exchange Act of 1934, Trive, its nominees or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, TEG Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Securities Exchange Act of 1934, Cavendish will continue to act as an exempt principal trader in TEG Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would 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 United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
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