TIDMSTR TIDMRNK
RNS Number : 7868D
Stride Gaming PLC
28 June 2019
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 OF
SUCH JURISDICTION
28 June 2019
RECOMMED CASH OFFER
for
STRIDE GAMING PLC ("STRIDE")
by
THE RANK GROUP PLC ("RANK")
PUBLICATION OF THE SCHEME DOCUMENT
On 31 May 2019 the Stride Directors and the Rank Directors
announced that they had reached agreement on the terms of a
recommended all cash offer for the entire issued ordinary share
capital of Stride by Rank BidCo (being a wholly-owned subsidiary of
Rank), to be effected by means of a court-sanctioned scheme of
arrangement under Article 125 of the Companies Law.
Publication and posting of the Scheme Document
Stride is pleased to announce that the Scheme Document
containing, amongst other things, the full terms and conditions of
the Offer (the "Scheme Document"), together with the related Forms
of Proxy, are being published and sent to Stride Shareholders
today.
Action required
As described in the Scheme Document, the Scheme is subject to
the Conditions. To become effective, the Scheme requires, amongst
other things, the approval of Stride Shareholders at the Court
Meeting and the passing of a special resolution at the Stride
General Meeting. The Court Meeting is scheduled to be held at 9.30
a.m. on 24 July 2019 and the Stride General Meeting is scheduled to
be held at 9.45 a.m. (or as soon thereafter as the Court Meeting
shall have been concluded or adjourned) on 24 July 2019, in each
case at the offices of Hudson Sandler LLP, 25 Charterhouse Square,
London EC1M 6AE.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of opinion of
Scheme Shareholders. Scheme Shareholders are therefore strongly
urged to complete, sign and return both Forms of Proxy or,
alternatively, appoint a proxy through CREST, as soon as
possible.
Holders of Stride Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
Shareholder helpline
If Stride Shareholders have any questions relating to the Scheme
Document, the Court Meeting or the General Meeting, or are in any
doubt as to how to complete or return the Forms of Proxy, please
Link Asset Services on 0371 664 0321. Calls from outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Link Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out below. Subject
to approval at the relevant Meetings, receipt of the Court sanction
and the satisfaction or waiver of the other Conditions set out in
the Scheme Document, the Scheme is expected to become Effective
during the third quarter of 2019. If any of the key dates set out
in the timetable change, Stride will give notice of this change by
issuing an announcement through a Regulatory Information
Service.
Event Expected time/date
Publication of the Scheme Document 28 June 2019
Latest time for lodging Forms
of Proxy for the:
Court Meeting (BLUE form) and 9.30 a.m. on 22 July 2019(1)
registering proxy appointments
through CREST for the Court
Meeting
General Meeting (YELLOW form) 9.45 a.m. on 22 July 2019 (1)
and registering proxy appointments
through CREST for the General
Meeting
Voting Record Time for the 6.00 p.m. on 22 July 2019 (2)
Meetings
Court Meeting 9.30 a.m. on 24 July 2019
Stride General Meeting 9.45 a.m. on 24 July 2019 (3)
The following dates are indicative only and subject to change;
please see note (4) below
Court Hearing to sanction the A date expected to follow shortly
Scheme after the satisfaction of Condition
3(c) relating to UKGC approval,
being "D"(5) (6)
Last day of dealings in and D+1 Business Day
for the registration of transfers
of Stride Shares
Suspension of dealings in and 5.00 p.m. on D+1 Business Day
disablement in CREST of Stride
Shares
Scheme Record Time 6.00 p.m. on D+1 Business Day
Effective Date of the Scheme D+2 Business Days
Cancellation of admission to 8.00 a.m. on the next Business
trading of Stride Shares Day after the Effective Date
Despatch of cheques/settlement Within 14 days after the Effective
through CREST and consideration Date
payable under the Offer
Long Stop Date 11.59 p.m. on 30 November 2019
(7)
Notes:
(1) If the BLUE Form of Proxy for the Court Meeting is not
returned by such time (or, if such Meeting is adjourned, the time
that is 48 hours (excluding non-working days) before the time fixed
for such adjourned Meeting) it may be handed to a representative of
Link Asset Services, on behalf of the Chairman of the Court
Meeting, or to the Chairman of the Court Meeting, before the start
of that Meeting. However, if the YELLOW Form of Proxy for the
General Meeting is not returned by such time (or, if such Meeting
is adjourned, the time that is 48 hours (excluding non-working
days) before the time fixed for such adjourned Meeting), it will be
invalid.
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.00 p.m. on the date which is two Business Days
before the date set for such adjourned Meeting.
(3) To commence as soon thereafter as the Court Meeting is
concluded or adjourned. The quorum shall be two qualifying persons
present and entitled to vote on the business to be dealt with at
the Meeting, unless: (a) each is a qualifying person only because
he is authorised under the Companies Law to act as a representative
of a corporation in relation to the meeting, and they are
representatives of the same corporation; or (b) each is a
qualifying person only because he is appointed as proxy of a member
in relation to the meeting, and they are proxies of the same
member. For these purposes, a "qualifying person" means (i) an
individual who is a Stride Shareholder, (ii) a person authorised
under the Companies Law to act as a representative of the
corporation in relation to the meeting, or (iii) a person appointed
as proxy of a member in relation to the meeting.
(4) These times and dates are indicative only and will depend
on, among other things, the dates upon which: (i) the Conditions
are satisfied or (where applicable) waived, (ii) the Court
sanctions the Scheme; and (iii) the Court Order sanctioning the
Scheme is delivered to the Registrar of Companies.
(5) Scheme Shareholders are entitled to attend and be heard at
the Court Hearing, either in person or through an Advocate, to
support or oppose the Scheme.
(6) This Company currently anticipates this date (i.e "D") to be
on or around 2 October 2019 (and has reserved Court time on such
date) but this date will depend, among other things, on the date
upon which the Conditions are satisfied or (if capable of waiver)
waived and accordingly this date may change to another prior to the
Long Stop Date. The Company will update all Stride Shareholders via
Regulatory Information Services as to the final date and time of
the Court Hearing
(7) This date may be extended by agreement between Stride and
Rank BidCo with the prior consent of the Panel and (if required)
the approval of the Court.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
Enquiries:
Stride
Eitan Boyd - Chief Executive Officer
Ronen Kannor - Chief Financial Officer +44 (0) 20 7284 6080
Investec (Sole Financial Adviser, Nominated
Adviser and Broker to Stride)
Chris Treneman
Edward Thomas
David Anderson
Dan Oldham +44 (0) 20 7597 5970
Hudson Sandler (PR Adviser to Stride)
Alex Brennan
Bertie Berger +44 (0) 20 7796 4133
Rank
John O'Reilly - Chief Executive Officer
Bill Floydd - Chief Financial Officer +44 (0) 1628 504
Sarah Powell - Investor Relations 303
Evercore (Financial Adviser to Rank)
Edward Banks
Julien Baril +44 (0) 20 7653 6000
FTI Consulting LLP (PR Adviser to Rank)
Edward Bridges +44 (0) 20 3727 1067
Alex Beagley +44 (0) 20 3727 1045
Peel Hunt (Corporate Broker to Rank)
Dan Webster +44 (0) 20 7418 8900
Goodbody (Corporate Broker to Rank)
Charlotte Craigie +44 (0) 20 3841 6202
IMPORTANT NOTICES
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Stride and no one else in
connection with the Offer and/or the other matters referred to in
this announcement and the Scheme Document, and will not be
responsible to anyone other than Stride for providing the
protections afforded to the clients of Investec or for providing
advice in connection with the Offer, the contents of this
announcement or any matter or arrangement referred to herein.
Neither Investec nor any of its subsidiaries, branches or
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 Investec in connection with the Offer, for this announcement,
any statement contained herein or otherwise.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Rank and no one else in
connection with the Offer, the other matters referred to in this
announcement and the Scheme Document, and will not be responsible
to anyone other than Rank for providing the protections afforded to
clients of Evercore, nor for providing advice in connection with
the Offer or any matter or arrangement referred to herein. Neither
Evercore nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statue or otherwise) to any person who is not a client of Evercore
in connection with the Offer or any statement contained herein or
otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Rank and no one else in connection with the Offer,
the other matters referred to in this announcement and the Scheme
Document, and will not be responsible to anyone other than Rank for
providing the protections afforded to clients of Peel Hunt or for
providing advice in connection with the Offer or any matter or
arrangement referred to herein.
Goodbody Stockbrokers UC ("Goodbody"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Rank and no one else in connection with
the Offer, the other matters referred to in this announcement and
the Scheme Document, and will not be responsible to anyone other
than Rank for providing the protections afforded to clients of
Goodbody or for providing advice in connection with the Offer or
any matter or arrangement referred to herein.
Publication on a website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Stride's and Rank's websites at
www.stridegaming.com and www.rank.com, respectively, by no later
than 12.00 p.m. on the Business Day following this announcement.
Neither the contents of Stride's website, nor those of Rank's
website, nor those of any other website accessible from hyperlinks
on either Stride's or Rank's website, are incorporated into or form
part of this announcement.
Request for hard copies
Stride Shareholders may request a hard copy of this announcement
(and any information incorporated by reference in this
announcement) by writing to Link Asset Services of 34 Beckenham
Road, Beckenham, Kent, BR3 4TU or by calling 0871 664 0300. Calls
cost 12 pence per minute plus your phone company's access charge.
If calling from outside the UK please call +44 371 664 0300. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open 9.00 am to 5.30 pm Monday to
Friday excluding public holidays in England and Wales). It is
important that you note that unless you make such a request, a hard
copy of this announcement and any such information incorporated by
reference in it will not be sent to you. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Offer should be in hard copy form.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPSEMSMAFUSEFM
(END) Dow Jones Newswires
June 28, 2019 02:21 ET (06:21 GMT)
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