TIDMARE
RNS Number : 5394C
Arena Events Group PLC
23 February 2022
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
23 February 2022
RECOMMED CASH ACQUISITION
OF
ARENA EVENTS GROUP PLC
BY
THETA BIDCO LIMITED
(a newly incorporated company directly or indirectly owned by
joint offerors IHC Industrial Holding LLC ("IHC") and Tasheel
Holding Group LLC ("Tasheel") (together, the "Consortium"))
Scheme of Arrangement Becomes Effective
Further to the announcement made by Arena Events Group plc (the
"Company" or "Arena") on 22 February 2022 in relation to the
sanction of the Scheme by the High Court of Justice in England and
Wales at the Court Hearing held on 22 February 2022, Arena and
Bidco are pleased to announce that, following delivery of the Court
Order to the Registrar of Companies today, the Scheme has now
become effective in accordance with its terms and, following the
transfer of the Arena shares held by Tasheel to Bidco, the entire
issued, and to be issued, ordinary share capital of Arena will be
owned by Bidco.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meaning as set out in the circular
published on 12 November 2021 in relation to the court-sanctioned
scheme of arrangement pursuant to Part 26 of the Companies Act (the
"Scheme" and the "Scheme Document").
Settlement of Consideration
Scheme Shareholders on the register of members of Arena at the
Scheme Record Time (6:00 p.m. (London time) on 22 February 2022)
will be entitled to receive 21 pence in cash for each Scheme Share
held at the Scheme Record Time. Settlement of the consideration to
which Scheme Shareholders are entitled will be effected by way of
the despatch of cheques or the crediting of CREST accounts (for
Scheme Shareholders holding Scheme Shares in certificated form and
uncertificated form, respectively) as soon as practicable and in
any event not later than 14 days after the Effective Date, being 9
March 2022.
In relation to the holders of in-the-money options issued under
the Arena Share Plans which vested on the Court Sanction Date,
settlement of the consideration which is due to any holder of such
vested options will be effected by payment through payroll as soon
as practicable following receipt by the Company of payment in
respect of such consideration from Bidco and in any event not later
than 9 March 2022. The cash settlement of the vested options is
subject to the deduction of any exercise price which would have
been payable had the options been exercised. In order to facilitate
this payment through payroll, the Company and Bidco have agreed to
waive the requirement in the Co-operation Agreement dated 20
October 2021 to make payment in respect of the vested options
within five Business Days of the Effective Date.
Delisting of Arena Shares
Dealings in Arena shares were suspended with effect from 7:30
a.m. (London time) today. The cancellation of listing of Arena
Shares on AIM is expected to take effect from 7.00 a.m. on 24
February 2022.
Board of Arena
As the Scheme has now become Effective, Arena duly announces
that, as of today's date, each of Ken Hanna, Greg Lawless, Steve
Trowbridge, Ian Metcalfe and Henry Turcan have tendered their
resignations and have stepped down from the Arena Board.
Dealing disclosures
Arena is no longer in an "offer period" as defined in the City
Code on Takeovers and Mergers and, accordingly, the dealing
disclosure requirements previously notified to investors no longer
apply.
Enquiries:
Arena Events Group plc Via Alma
Cenkos Securities (Nomad and Broker)
Derrick Lee / Max Gould (Corporate
Finance)
Julian Morse (Sales) +44(0)207 397 8099
Alma PR (Financial PR)
Josh Royston, John Coles, Matthew Young +44(0)203 405 0205
Important notices relating to financial advisers
Dean Street Advisers Limited ("Dean Street") is authorised and
regulated by the FCA in the United Kingdom and is acting as
financial adviser to Bidco and for no one else in connection with
the Acquisition and other matters referred to in this Announcement
and will not be responsible to anyone other than Bidco for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this
Announcement.
Cenkos Securities plc, ("Cenkos") is authorised and regulated by
the FCA in the United Kingdom and is acting as financial adviser to
Arena and for no one else in connection with the Acquisition and
other matters referred to in this Announcement and will not be
responsible to anyone other than Arena for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be implemented solely pursuant to
the terms of the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This Announcement has been prepared in accordance with and for
the purpose of complying with the laws of England and Wales, the
Takeover Code, the Market Abuse Regulation, the AIM Rules and the
Disclosure Guidance and Transparency 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 England.
The release, publication or distribution of this Announcement in
or into certain 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 of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to Arena Shareholders who
are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in and citizens of the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. 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.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, participation
in the Acquisition 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 from 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 or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction and persons receiving this Announcement and all such
documents relating to the Acquisition (including, without
limitation, agents, custodians, nominees and trustees) must not,
directly or indirectly, mail or otherwise forward, distribute or
send them in, 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 an Offer
(unless otherwise permitted by applicable law and regulation), the
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,
telex 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 Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors in Arena
Arena Shareholders in the United States should note that the
Acquisition relates to the shares of an English company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, the laws of England and Wales.
Neither the proxy solicitation nor the tender offer rules under
the US Exchange Act will apply to the Scheme. Moreover, the Scheme
is subject to the disclosure and procedural requirements and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of US
tender offer and proxy solicitation rules.
The financial information included in the Scheme Document has
been prepared in accordance with generally accepted accounting
principles of 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 GAAP"). US
GAAP differs in certain significant respects from accounting
standards applicable in the United Kingdom. None of the financial
information in this document has been audited in accordance with
auditing standards generally accepted in the United States or the
auditing standards of the Public Company Accounting Oversight Board
(United States).
Neither the Acquisition nor this Announcement have been approved
or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any other US
regulatory authority, nor have any such authorities passed upon or
determined the adequacy or accuracy of the information contained in
this Announcement or the merits of the Acquisition. Any
representation to the contrary is a criminal offence in the United
States.
The receipt of consideration by a US holder for the transfer of
its Arena Shares pursuant to the Acquisition may be a taxable
transaction for US federal income tax purposes and under applicable
US state and local, as well as non-US and other, tax laws. Each
Arena Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US
federal, state and local, as well as non-US and other, tax
laws.
It may be difficult for US holders of Arena Shares to enforce
their rights and any claim arising out of the US federal laws or to
enforce against them a judgment of a US court predicated upon the
securities laws of the United Kingdom, since Bidco and Arena are
incorporated in a non-US jurisdiction, and some or all of their
officers and directors may be residents of countries other than the
United States. US holders of Arena 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.
Publication on a website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Arena's website at
https://arenagroup.com/investors/acquisition-of-arena-events-group-plc
and Bidco's website at
https://ihcuae.com/investor-relations/takeover.html by no later
than 12 noon (London time) on the first Business Day following the
date of this Announcement. For the avoidance of doubt, neither the
contents of these websites nor any website accessible from
hyperlinks is incorporated into or forms part of this
Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Arena
Shareholders, persons with information rights and participants in
the Arena Share Plans may request a hard copy of this Announcement
by contacting Arena's registrars, Computershare Investor Services
(Ireland) Limited on +44 (0370) 702 0000. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Computershare Investor Services (Ireland) Limited is open
between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales; or (ii) by submitting a request in
writing to Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZZ. Please note that Computershare
Investor Services (Ireland) Limited cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes. For persons who receive a copy of
this Announcement in electronic form or via a website notification,
a hard copy of this Announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
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END
SOAPPUMCPUPPUAW
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February 23, 2022 02:35 ET (07:35 GMT)
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