Offer Update

RNS Number : 6143B

Stagecoach Theatre Arts PLC

19 April 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

19 April 2012

RECOMMENDED CASH OFFER

by

LIFESKILLS EDUCATION 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).

Compulsory Acquisition of Outstanding Stagecoach Shares and Closing of the Offer

On 12 March 2012, the Lifeskills Education Director and the Board of Stagecoach announced the terms of a recommended cash offer (the "Offer") to be made by Lifeskills Education for the entire issued and to be issued share capital of Stagecoach, (other than those shares which were contracted to be acquired by Lifeskills Education under the terms of the Acquisition Agreement) which was subject to the terms and conditions set out in the offer document (the "Offer Document").

On 3 April 2012, it was announced that all the conditions of the Offer had been either satisfied or waived and, accordingly, the Offer was declared wholly unconditional.  Lifeskills Education also announced its intention to exercise its rights in accordance with sections 974 to 991 of the Companies Act 2006 (the "2006 Act") to acquire compulsorily the remaining Stagecoach Shares on the same terms as the Offer as soon as reasonably practicable.

Compulsory acquisition

Lifeskills Education announces that as it has received acceptances under the Offer in respect of more than 90 per cent of the Stagecoach Shares to which the Offer relates, it has initiated the process to acquire compulsorily the remaining Stagecoach Shares in respect of which the Offer has not been validly accepted. Lifeskills Education has today posted notices to the owners of Offer Shares who have not yet validly accepted the Offer, informing them that it proposes to acquire compulsorily their Stagecoach Shares under the provisions of sections 974 to 991 of the 2006 Act on the same terms as the Offer.

The compulsory acquisition procedure is expected to be completed on, or shortly after, 31 May 2012, being 6 weeks from the date of the compulsory acquisition notice.

Closing of the Offer and Acceptance of the Offer

The Offer will close at 1.00 p.m. (London time) on 8 May 2012.

Stagecoach Shareholders who have not yet accepted and wish to accept the Offer should take action to accept the Offer as soon as possible, as they may still accept the Offer, whilst it remains open for acceptance, rather than wait for their Stagecoach Shares to be compulsorily acquired by Lifeskills Education. 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 have lost your Form of Acceptance or have any other queries in connection with the procedure for acceptance of the Offer, you should consult Capita Registrars, by telephoning 0871 664 0321 or [phone] (if telephoning from outside the UK), who will be pleased to assist you in any way they can with regard to the forms and procedures. Calls to the Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to the Capita Registrars [phone] number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Capita cannot provide advice on the merits of the Offer or give any financial, legal or tax advice.

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 Shirin Gandhi Imran Ahmad (Project Manager)	Telephone: [phone]
Stagecoach Richard Dawson (Joint Managing Director)	Telephone: [phone]
CV Capital (Financial adviser to Lifeskills Education) Debbie Clarke	Telephone: [phone]
Smith & Williamson Corporate Finance Limited (Financial adviser to Stagecoach) David Jones Siobhan Sergeant	Telephone: [phone]
Peckwater PR (Financial PR to Stagecoach) Tarquin Edwards	Telephone: [phone]

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.

Further details in relation to overseas shareholders is contained in the Offer Document.

 

END

 

 

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