Offer Update

RNS Number : 6709A

Stagecoach Theatre Arts PLC

03 April 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

3 APRIL 2012

RECOMMENDED CASH OFFER

by

LIFESKILLS EDUCATION LIMITED

a direct wholly-owned subsidiary of Lifeskills Education Holdings Limited

for

STAGECOACH THEATRE ARTS PUBLIC LIMITED COMPANY

(other than those shares already contracted to be acquired by Lifeskills Education Limited under the terms of the Acquisition Agreement)

Offer DECLARED UNCONDITIONAL IN ALL RESPECTS

Introduction

On 12 March 2012 the Board of Lifeskills Education and the Board of Stagecoach announced the terms of a recommended cash offer (the "Offer") to be made by Lifeskills Education (a direct wholly owned subsidiary of Lifeskills Education Holdings Limited), for the entire issued and to be issued share capital of Stagecoach (other than those shares already contracted to be acquired by Lifeskills Education under the terms of the Acquisition Agreement), which remains subject to the terms which are set out in the offer document dated 12 March 2012 (the "Offer Document").

Lifeskills Education is pleased to announce that all the conditions to its recommended Offer have now been satisfied or waived and, accordingly, the Offer is declared unconditional in all respects.

Offer acceptance levels

As at 1.00 p.m. on 2 April 2012, the first closing date of the Offer, Lifeskills Education had received valid acceptances in respect of 7,823,113 Offer Shares representing approximately 94.80 per cent. of the Offer Shares and approximately 78.23 per cent. of the Stagecoach Shares. This includes acceptances received by Lifeskills Education in respect of 5,152,669 Offer Shares (representing approximately 62.44 per cent. of the Offer Shares and approximately 51.53 per cent. of the Stagecoach Shares) which were subject to irrevocable undertakings and non-binding letters of intent to accept or (where applicable) to procure the acceptance of the Offer. Full details of the irrevocable undertakings and letters of intent are set out in the Offer Document. All of these acceptances may be counted by Lifeskills Education towards the satisfaction of the acceptance condition of the Offer.

The acceptances received by Lifeskills Education in respect of 7,823,113 Offer Shares (which represents approximately 78.23 per cent. of the Stagecoach Shares) and the 1,748,322 Stagecoach Shares conditionally agreed to be acquired from the Management Team (and certain of their Connected Persons) pursuant to the Acquisition Agreement (which represents approximately 17.48 per cent. of the Stagecoach Shares), mean that Lifeskills Education has acquired or agreed to acquire a total of  9,571,435 Stagecoach Shares (representing approximately 95.71 per cent. of the Stagecoach Shares).

The Offer will initially remain open for acceptance until further notice. All terms set out in the Offer Document still apply.   

Save as disclosed in this Announcement, neither Lifeskills Education nor any person acting in concert with Lifeskills Education for the purposes of the Offer held any Stagecoach Shares (or rights or interests over such shares) prior to 12 March 2012, the first day of the Offer Period, nor has any such person, since the commencement of the Offer period, acquired or agreed to acquire any such shares (or rights or interests over such shares, including the benefit of any irrevocable commitment or letter of intent in respect of any such shares or any short position (whether conditional or absolute and whether in the money or otherwise and including any short position under a derivative), any agreement to sell, any delivery obligation, any right to require another person to purchase or take delivery, any stock borrowing or lending arrangement in respect of any such shares, or any right to subscribe for any such shares).

Settlement of consideration

Settlement of the consideration to which any Stagecoach Shareholder (or the first named shareholder in the case of joint holders) is entitled under the Offer will be effected (in the manner set out in paragraph 15 of Part 2 of the Offer Document): (i) in the case of acceptances received, complete in all respects, by 3 April 2012, within 14 days of such date, or, (ii) in the case of acceptances received, complete in all respects, after 3 April 2012 but while the Offer remains open for acceptance, within 14 days of such receipt.

Stagecoach cancellation of trading on AIM, re-registration as a private limited company, adoption of new articles of association and compulsory acquisition

As set out in the Offer Document and subject to any applicable requirements of the AIM Rules, Lifeskills Education intends to procure that Stagecoach applies to the London Stock Exchange for the cancellation of trading in Stagecoach Shares on AIM. A further announcement is expected to be made in due course regarding the proposed date for the cancellation of trading on AIM. The cancellation of the admission of Stagecoach Shares to trading on AIM is likely to significantly reduce the liquidity and marketability of any Stagecoach Shares not acquired by Lifeskills Education. Following such cancellation, Lifeskills Education also intends to re-register Stagecoach as a private limited company and adopt new articles of association containing certain drag-along rights, as set out in paragraph 11 of Part 2 of the Offer Document.

As set out in the Offer Document, as Lifeskills Education has received acceptances under the Offer in respect of over 90.00 per cent. of the Offer Shares, Lifeskills Education intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Companies Act, as applicable, to acquire compulsorily the remaining Offer Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

Stagecoach Shareholders who have not accepted the Offer and who wish to do so are encouraged to do so without delay. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and (in the case of shares held in certificated form) the Form of Acceptance.

If you are in any doubt about the action you should take you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser authorised under FSMA if you are resident in the UK or, if not, from another appropriately authorised financial adviser.  

Definitions

Capitalised terms used but not defined in this announcement shall have the same meanings given to them in the Offer Document.

Enquiries:

Lifeskills Education                                                                           Telephone:            02071837592
Shirin Gandhi

Imran Ahmad (Project Manager)                                                                                                      

Stagecoach                                                                                           Telephone:            01932 254 333
Graham Cole (Chairman)

CV Capital                                                                                            Telephone:            020 7509 9000
(Financial adviser to Lifeskills Education)
Debbie Clarke

Smith & Williamson Corporate Finance Limited                        Telephone:            020 7131 4000
(Financial adviser to Stagecoach)
David Jones

Siobhan Sergeant

Peckwater PR                                                                                      Telephone:            07879 458 364
(Financial PR to Stagecoach)
Tarquin Edwards

CV Capital, which is authorised and regulated in the UK by the FSA for investment business activities, is acting exclusively as financial adviser to Lifeskills Education and no one else in connection with the Offer and will not be responsible to anyone other than Lifeskills Education for providing the protections afforded to clients of CV Capital or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Smith & Williamson Corporate Finance Limited, which is authorised and regulated in the UK by the FSA, is acting exclusively as financial adviser to Stagecoach and no one else in connection with the Offer and will not be responsible to anyone other than Stagecoach for providing the protections afforded to clients of Smith & Williamson Corporate Finance Limited or for providing advice in relation to the Offer or any other matters referred to in this announcement.

This announcement is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of an offer to purchase or subscribe for any securities in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document, which contains the full terms and conditions of the Offer (including details on how to accept the Offer). Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance or any other document by which the Offer is made. Stagecoach Shareholders are advised to read carefully the formal documentation in relation to the Offer. This announcement does not constitute a prospectus or prospectus equivalent document.

All references to time in this announcement are to London time.

Publication on a Website

A copy of this announcement will be available, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, on Stagecoach's website at www.stagecoach.co.uk/investor-relations/.

A person may request a hard copy of the announcement and may also request that all future documents, announcements and information in relation to the Offer are sent in hard copy form. A hard copy may be obtained by sending a request to Richard Dawson at Stagecoach Theatre Arts Public Limited Company, The Courthouse, Elm Grove, Walton-on-Thames, Surrey KT12 1LZ (telephone number [phone]).

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. Unless otherwise determined by Lifeskills Education or required by the Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Lifeskills Education or required by the Code and permitted by applicable law and regulation, copies of this announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are subject to the laws of any jurisdiction other than the UK should obtain professional advice and observe any applicable requirements.

Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of Lifeskills Education and Stagecoach and certain plans and objectives of the boards of directors of Lifeskills Education and Stagecoach.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Lifeskills Education and Stagecoach in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Neither Lifeskills Education or Stagecoach nor their respective boards of directors assume any obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Lifeskills Education or Stagecoach or any member of the Stagecoach Group or Lifeskills Education Group except where expressly stated.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1.00 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 pm (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the tenth business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 1.00 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 pm (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 paper 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 Takeover 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

 

END

 

 

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