Recommended cash acquisition

Ten Entertainment Group PLC

06 December 2023

 

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

6 December 2023

RECOMMENDED CASH ACQUISITION

of

Ten Entertainment Group plc

by

Neon Buyer Limited

(a newly formed company indirectly owned by
investment funds advised by Trive Capital Partners LP)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

·    The boards of directors of Neon Buyer Limited ("Bidco") and Ten Entertainment Group plc ("TEG") are pleased to announce that they have reached agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of TEG. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.

·    Under the terms of the Acquisition, each TEG Shareholder will be entitled to receive:

for each TEG Share: 412.5 pence in cash

·    The Acquisition Price per TEG Share represents a premium of approximately:

·    46.3 per cent. and 49.7 per cent. to the volume-weighted average price of 281.9 pence per TEG Share and 275.6 pence per TEG Share for the six-month and twelve-month period ended 5 December 2023 respectively (being the last Business Day before the date of this announcement);

·    33.1 per cent. to the Closing Price of 310.0 pence per TEG Share on 5 December 2023 (being the last Business Day before the date of this announcement);

·    23.3 per cent. to the all-time high price of 334.5 pence per TEG Share which was achieved in Q1 2020 just before the Covid-19 pandemic; and

·    150.0 per cent. to the IPO price of 165.0 pence per TEG Share on 13 April 2017.

·    The Acquisition values TEG's entire issued, and to be issued, ordinary share capital at approximately £287 million on a fully diluted basis, and implies a multiple of approximately 7.3 times TEG's Group Adjusted EBITDA after rental costs for the twelve months ended 2 July 2023.

·    Bidco has received irrevocable commitments and non-binding letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept such Offer), in respect of, in aggregate, 27,066,151 TEG Shares (representing approximately 39.51 per cent. of existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement). Further details are set out in the 'Irrevocable undertakings and letters of intent' paragraph below.

·    If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the TEG Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the TEG Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, TEG Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

Recommendation

·    The TEG Directors, who have been so advised by Lazard as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the TEG Directors, Lazard has taken into account the commercial assessments of the TEG Directors. Lazard is providing independent financial advice to the TEG Directors for the purposes of Rule 3 of the Takeover Code.

·    Accordingly, the TEG Directors intend to recommend unanimously that TEG Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure the acceptance of such Offer) as the TEG Directors who hold TEG Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 500,048 TEG Shares (representing approximately 0.73 per cent. of the existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement). Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

Background to and reasons for the Acquisition

·    Trive views TEG as a high-quality and leading company in the leisure and hospitality sector with an experienced management team that has a clear vision and growth strategy for the future direction of TEG. 

·    Trive believes TEG has established itself as a highly regarded operator, offering a high-quality customer experience. Trive holds the TEG management team in high regard and values their operational expertise and experience.

·    With its philosophy of developing collaborative partnerships with management teams, long-term investment approach and its expertise in realising value in the consumer-facing, multi-unit retail sectors, Trive believes it is well positioned to support TEG's next phase of growth.

·    Bidco believes that it can support TEG's strong management team in accelerating its long-term growth potential, and that it can provide, where needed, access to additional capital, expertise and resource needed to fulfil TEG's strategic objective to accelerate the longer-term potential of the business. This will enable the further investment needed in order to realise TEG's strategic growth agenda of expanding its footprint of sites and improving the quality and breadth of services TEG provides its customers.

·    Finally, Bidco believes TEG is better positioned to achieve its growth potential and to create long-term value for the benefit of customers, employees and other stakeholders as a private company than as a public company.

Background to and reasons for the recommendation

·    The TEG Directors believe that TEG's value-for-money leisure proposition, high quality customer experience, proven expansion strategy, and strong capital base provide a foundation for continued sustainable growth. Since the start of this year, overall operational performance has been in line with the TEG Directors' expectations. The TEG Directors remain confident in both TEG's ability to succeed as an independent business and the further opportunities for growth in the UK. 

·    Notwithstanding the opportunities to accelerate this growth, the TEG Directors are conscious of the need to be balanced against the uncertainties and risks that exist in the short and medium term. TEG is not immune to the highly unstable national and international political outlook together with a volatile economic backdrop, all of which have impacted UK economic conditions and UK consumer confidence as well as having led to significant inflation in certain input costs.

·    In addition, the TEG Directors realise that TEG shares have consistently traded at a discounted valuation multiple to its core peers in the public markets. Further, the TEG Directors recognise that the market for TEG shares is relatively illiquid, making it challenging for TEG Shareholders to monetise their holdings in the Company should they so wish.

·    The TEG Directors also believe that, in light of the opportunities, risks and historical trading of the TEG share price, the offer from Bidco of 412.5 pence per TEG Share in cash presents an opportunity for TEG shareholders to accelerate the crystallisation of a certain value from their investment at an attractive premium, de-risks the return of value and allows full liquidity of their investment in TEG.

·    The Acquisition provides an opportunity for TEG Shareholders to achieve an attractive premium to the current share price, which has performed strongly, trading near its 52-week high levels. The Acquisition Price represents a premium of approximately:

·    46.3 per cent. and 49.7 per cent. to the volume-weighted average price of 281.9 pence per TEG Share and 275.6 pence per TEG Share for the six-month and twelve-month period ended 5 December 2023 respectively (being the last Business Day before the date of this announcement);

·    23.3 per cent. to the all-time high price of 334.5 pence per TEG Share which was achieved in Q1 2020 just before the Covid-19 pandemic; and

·    150.0 per cent. to the IPO price of 165.0 pence per TEG Share on 13 April 2017.

·    The Acquisition values TEG's entire issued and to be issued share capital at approximately £287 million on a fully diluted basis, and implies a multiple of approximately 7.3 times TEG's Group Adjusted EBITDA after rental costs for the twelve months ended 2 July 2023.

·    In addition to the financial terms of the Acquisition, in considering the intention to recommend the Acquisition, the TEG Directors have also given due consideration to the assurances given by Bidco to its intentions with respect to the future operation of the business, including Bidco's intentions to seek to continue growing the business both domestically and internationally, and the importance placed by Bidco on the existing employees of TEG.

·    The TEG Directors, who have been so advised by Lazard as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Lazard has taken into account the commercial assessments of the TEG Directors. Lazard is providing independent financial advice to the TEG Directors for the purposes of Rule 3 of the Code.

·    Accordingly, the TEG Directors confirm that they intend to recommend unanimously that the TEG Shareholders vote (or, where applicable, procure the voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), as all TEG Directors who own TEG Shares have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings totalling 500,048 TEG Shares (representing approximately 0.73 per cent. of the existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement).

Irrevocable undertakings and letters of intent

·    Bidco has received irrevocable commitments and non-binding letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept such Offer), in respect of, in aggregate, 27,066,151 TEG Shares (representing approximately 39.51 per cent. of existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement).

·    These comprise of the following irrevocable undertakings and non-binding letters of intent:

·   Bidco has received irrevocable undertakings from the TEG Directors who hold TEG Shares to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 500,048 TEG Shares (representing approximately 0.73 per cent. of the existing issued ordinary share capital of TEG) as at 5 December 2023, being the Business Day prior to the date of this announcement. These undertakings will remain binding in the event that a higher competing offer for TEG is made.

·    In addition to the irrevocable undertakings referred to above received from the TEG Directors, Bidco has received an irrevocable commitment from the largest shareholder of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement, Harwood, who has undertaken on behalf of itself and funds managed or advised by it to: (i) vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer); and (ii) vote against any competing proposal, in respect of 10,581,000 TEG Shares (representing approximately 15.45 per cent. of the existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement). The undertaking from Harwood will remain binding in the event that a higher competing offer for TEG is made.

·    Slater has delivered a non-binding letter of intent to vote in favour of the resolutions relating to the Acquisition at the Meetings, or to accept the Offer if the Acquisition is implemented as an Offer, in respect of 8,427,053 TEG Shares (representing approximately 12.30 per cent. of the existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement).

·    Gresham has also delivered a non-binding letter of intent to vote in favour of the resolutions relating to the Acquisition at the Meetings, or to accept the Offer if the Acquisition is implemented as an Offer, in respect of 7,558,050 TEG Shares (representing approximately 11.03 per cent. of the existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement).

·    Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) and the letters of intent are set out in Appendix 3 to this announcement.

Information relating to Bidco and Trive

·    Bidco is a private limited company incorporated in England and Wales on 29 November 2023. Bidco is a newly-formed vehicle, indirectly owned by investment funds advised by Trive. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

·    Trive is a private equity firm based in Dallas, Texas with over $4 billion in regulatory assets under management. The Trive team is comprised of seasoned investment professionals who have been involved in over 100 middle-market transactions representing in excess of $6 billion in revenue across Trive's targeted industry sectors and situations. Trive seeks to maximise total returns to their investors through a collaborative, hands-on partnership with management where value creation initiatives are collectively identified and executed.

Information relating to TEG

·    TEG was incorporated in England and Wales on 15 March 2017 as a public company limited by shares with the name Birchams Newco Plc and with registered number 10672501. Its ordinary shares were admitted to the Official List of the London Stock Exchange in 2017 and subsequently transferred to the Main Market on 13 April 2017.

·    TEG provides family entertainment facilities across 52 locations in the UK. The TEG Group's core bowling proposition is supplemented by a range of additional entertainment activities to appeal to a wide audience. In particular, the TEG Group has developed a proposition that is family focused and offers a broad variety of games, food and drink that complements the bowling experience. TEG employs over 1,800 people in the UK.

·    In 2019, TEG entered into a joint venture with Houdini's Escape Room Experience Limited ("Houdini's") acquiring 50% of the entire issued share capital of Houdini's, enabling TEG to offer a range of escape room games across a number of the Company's locations thereby expanding their entertainment offering.

·    In its latest financial year to 1 January 2023, TEG reported audited total revenue of £126.7 million (2021: £67.5 million) and a profit after taxation of £26.6 million (2021: £4.0 million).

·    On 20 September 2023, TEG announced its unaudited interim results for the half year ended 2 July 2023, where it reported total revenue of £65.3 million and a profit after taxation of £12.3 million.

·    Further financial and other information on TEG will be set out in the Scheme Document.

·    TEG's issued share capital comprises 68,496,118 ordinary shares which, based on the Closing Price of a TEG share of 310.0 pence on 5 December 2023 (being the last Business Day prior to the date of this Announcement), equates to a market capitalisation of approximately £212 million.

Timetable and conditions

·    It is intended that the Acquisition will be implemented by way of a court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement). 

·    The terms of the Acquisition will be put to TEG Shareholders at the Court Meeting and the General Meeting. The Court Meeting and the General Meeting are required to enable TEG Shareholders to consider and, if thought fit, vote in favour of the Scheme and the Resolutions to implement the Scheme.  In order to become Effective, the Scheme must be approved by a majority in number of TEG Shareholders, present and voting (and entitled to vote) at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted.  In addition, a special resolution implementing the Scheme must be passed by TEG Shareholders representing at least 75 per cent. of the votes validly cast at the General Meeting.

·    The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement along with certain other terms; the full terms and conditions will be provided in the Scheme Document.

·    It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the associated forms of proxy, will be posted to TEG Shareholders as soon as practicable and in any event within 28 days of this announcement (or such later time as TEG, Bidco and the Panel agree) and the Meetings are expected to be held as soon as reasonably practicable thereafter. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on TEG's website at www.tegplc.co.uk.  

·    The Acquisition is currently expected to complete during the first quarter of 2024, subject to the satisfaction or (where applicable) waiver of the Conditions.  An expected timetable of key events relating to the Acquisition will be set out in the Scheme Document.

·    Commenting on this announcement, Adam Bellamy, the Chair of TEG, said:

"TEG is one of the UK's largest listed leisure businesses, with a highly capable management team and a strong track record of growing sales and profit. In particular, since reopening after the Covid pandemic, TEG has achieved record results with Group Adjusted PBT of £26.1m delivered in FY22.

I am confident that the growth strategy we have in place for the business will continue to deliver for all our stakeholders. However, whilst TEG has performed well in the public markets in comparison with its peers, the Acquisition provides all TEG Shareholders with the opportunity and certainty of an exit which I believe recognises the underlying value in our business.

The price offered by Bidco represents an attractive premium to TEG's prevailing share price and accordingly the TEG Directors have no hesitation in recommending the offer to our shareholders." 

·    Commenting on this announcement, Shravan Thadani, Partner of Trive, said:

"Trive is delighted to have reached agreement with the TEG Board with respect to the Acquisition. We have been extremely impressed by the TEG management team and TEG's ability to deliver a high quality customer experience across its locations in the UK.

Trive believes that private ownership will enable TEG to achieve its long-term growth potential through continued investment in organic initiatives and strategic acquisitions. To that end, and given our experience in the consumer and multi-unit retail sectors, we are excited to provide the operational resources, strategic support and capital required to enhance TEG's next phase of growth."

This summary should be read in conjunction with the following announcement and the Appendices. The conditions to, and certain further terms of, the Acquisition are set out in Appendix 1. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of irrevocable undertakings and letters of intent received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

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 [e-mail]
Lazard & Co., Limited (Sole Financial Adviser and Rule 3 Adviser to TEG) Vasco Litchfield Nicholas Page Andrea Francisco David Cartwright	[phone]
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	[phone] [phone]

Kirkland & Ellis International LLP is acting as legal adviser to Bidco and Trive in connection with the Acquisition.

Shoosmiths LLP is acting as legal adviser to TEG in connection with the Acquisition.

Further information

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Trive and Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Trive and Bidco for providing the protections offered to clients of Cavendish or for providing advice in connection with any matter referred to in this announcement. Neither Cavendish 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 Cavendish in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as sole financial adviser and Rule 3 adviser to TEG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than TEG for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein. Neither Lazard 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 Lazard in connection with this announcement, the Acquisition, any statement contained herein or otherwise.

Liberum Capital Limited ("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.

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.  The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

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 publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

This announcement contains inside information in relation to TEG for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging the release of this announcement on behalf of TEG is Antony Smith. TEG's Legal Entity Identifier is 213800SL9HJUQ5BGPX17.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements.  Any failure to comply with such requirements 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. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Listing Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to TEG Shareholders who are not resident in and citizens of the UK 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 the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the UK to vote their TEG Shares with respect to the Scheme at the Meetings, or to appoint another person as proxy to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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. Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, 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. 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 or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or 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.

Further details in relation to Overseas Shareholders will be included in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Notice to U.S. TEG Shareholders

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 or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act").  Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the UK and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

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 will be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of TEG Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and TEG are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction.  U.S. holders of TEG Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.  Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Trive or their 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 U.S., 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 U.S. Exchange Act, Cavendish will continue to act as exempt principal traders in TEG shares on the London Stock Exchange.  These purchases may 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, www.londonstockexchange.com.

U.S. TEG Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein.  U.S. TEG Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), statements made regarding the Acquisition, and other information published by Bidco and TEG contain statements which are, or may be deemed to be, "forward-looking statements".  Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and TEG about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and TEG (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "target", "aims", "anticipates", "continues", or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, TEG's, any member of the Bidco Group's or any member of the TEG Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, TEG's, any member of the Bidco Group's or any member of the TEG Group's business.

Although Bidco and TEG believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and TEG can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and TEG operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and TEG operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements.  If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.  Neither Bidco nor TEG, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.  You are cautioned not to place any reliance on these forward-looking statements. 

Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the TEG Group, there may be additional changes to the TEG Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor TEG is under any obligation, and Bidco and TEG expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on TEG's website at www.tegplc.co.uk by no later than 12 noon (London time) on the Business Day following this announcement.  For the avoidance of doubt, neither the content of this website nor of any website accessible from any hyperlinks are incorporated by reference or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for TEG for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for TEG.

General

Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme, subject to the Panel's consent and (while the Cooperation Agreement is continuing) to the terms of the Cooperation Agreement.  In such event, such Offer will be implemented on substantially the same terms and conditions so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation and for so long as the Cooperation Agreement is continuing and the Offer arises in accordance with the terms of the Cooperation Agreement) an acceptance condition set at 90 per cent. of the TEG Shares (or such other percentage as Bidco may decide after, to the extent necessary, consultation with the TEG and, to the extent necessary, the Panel, being in any case more than 50 per cent. of the TEG Shares)).

If the Acquisition is effected by way of an Offer, and such Offer becomes or is declared unconditional and sufficient acceptances are received in respect of such Offer, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining TEG Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase TEG Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, TEG Shareholders, persons with information rights and participants in TEG Share Plan may request a hard copy of this announcement by contacting TEG's registrars, Computershare Investor Service plc, during business hours on [phone] or at The Pavilions, Bridgwater Road, Bristol BS13 8AE.

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 you in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by TEG Shareholders, persons with information rights and other relevant persons for the receipt of communications from TEG may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, TEG confirms that, as at 5 December 2023, it had in issue 68,496,118 ordinary shares of £0.01 each (excluding shares held in treasury).  The ISIN for the ordinary shares is GB00BF020D33.

Disclaimer

The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

6 December 2023

RECOMMENDED CASH ACQUISITION

of

Ten Entertainment Group plc

by

Neon Buyer Limited

(a newly formed company indirectly owned by
investment funds advised by Trive Capital Partners LP)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

1          Introduction

The boards of directors of Bidco and TEG are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer to be made by Bidco for the entire issued, and to be issued, ordinary share capital of TEG.

It is intended that the Acquisition will be implemented by way of a court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement).  The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement.

2          The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, each TEG Shareholder will be entitled to receive:

for each TEG Share: 412.5 pence in cash (the "Acquisition Price")

The Acquisition Price per TEG Share represents a premium of approximately:

·    46.3 per cent. and 49.7 per cent. to the volume-weighted average price of 281.9 pence per TEG Share and 275.6 pence per TEG Share for the six-month and twelve-month period ended 5 December 2023 (being the last Business Day before the date of this announcement);

·    33.1 per cent. to the Closing Price of 310.0 pence per TEG Share on 5 December 2023 (being the last Business Day before the date of this announcement);

·    23.3 per cent. to the all-time high price of 334.5 pence per TEG Share which was achieved in Q1 2020 just before the Covid-19 pandemic; and

·    150.0 per cent. to the IPO price of 165.0 pence per TEG Share on 13 April 2017.

The Acquisition values TEG's entire issued, and to be issued, ordinary share capital at approximately £287 million on a fully diluted basis, and implies a multiple of approximately 7.3 times TEG's Group Adjusted EBITDA after rental costs for the twelve months ended 2 July 2023.

The TEG Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid with a record date on or after the Effective Date.

Bidco has received irrevocable commitments and non-binding letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept such Offer), in respect of, in aggregate, 27,066,151 TEG Shares (representing approximately 39.51 per cent. of existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement). Further details are set out in paragraph 7 (Irrevocable undertakings and letters of intent) below.

If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the TEG Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the TEG Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, TEG Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

3          Background to and reasons for the Acquisition

Trive views TEG as a high-quality and leading company in the leisure and hospitality sector with an experienced management team that has a clear vision and growth strategy for the future direction of TEG. 

Trive believes TEG has established itself as a highly regarded operator, offering a high-quality customer experience. Trive holds the TEG management team in high regard and values their operational expertise and experience.

With its philosophy of developing collaborative partnerships with management teams, long-term investment approach and its expertise in realising value in the consumer-facing, multi-unit retail sector, Trive believes it is well positioned to support TEG's next phase of growth.

Bidco believes that it can support TEG's strong management team in accelerating its long-term growth potential, and that it can provide, where needed, access to additional capital, expertise and resource needed to fulfil TEG's strategic objective to accelerate the longer-term potential of the business. This will enable the further investment needed in order to realise TEG's strategic growth agenda of expanding its footprint of sites and improving the quality and breadth of services TEG provides its customers.

Finally, Bidco believes TEG is better positioned to achieve its growth potential and to create long-term value for the benefit of customers, employees and other stakeholders as a private company than as a public company.

4          Recommendation

The TEG Directors, who have been so advised by Lazard as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the TEG Directors, Lazard has taken into account the commercial assessments of the TEG Directors. Lazard is providing independent financial advice to the TEG Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the TEG Directors intend to recommend unanimously that TEG Shareholders vote in favour of Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure the acceptance of such Offer) as the TEG Directors who hold TEG Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 500,048 TEG Shares (representing approximately 0.73 per cent. of the existing issued ordinary share capital of TEG) as at 5 December 2023, being the Business Day prior to this announcement. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

5          Background to and reasons for the recommendation

The TEG Directors believe that TEG's value-for-money leisure proposition, high quality customer experience, proven expansion strategy, and strong capital base provide a foundation for continued sustainable growth. Since the start of this year, overall operational performance has been in line with the TEG Directors' expectations. The TEG Directors remain confident in both TEG's ability to succeed as an independent business and the further opportunities for growth in the UK. 

Notwithstanding the opportunities to accelerate this growth, the TEG Directors are conscious of the need to be balanced against the uncertainties and risks that exist in the short and medium term. TEG is not immune to the highly unstable national and international political outlook together with a volatile economic backdrop, all of which have impacted UK economic conditions and UK consumer confidence as well as having led to significant inflation in certain input costs.

In addition, the TEG Directors realise that TEG shares have consistently traded at a discounted valuation multiple to its core peers in the public markets. Further, the TEG Directors recognise that the market for TEG shares is relatively illiquid, making it challenging for TEG Shareholders to monetise their holdings in the Company should they so wish.

The TEG Directors also believe that, in light of the opportunities, risks and historical trading of the TEG share price, the offer from Bidco of 412.5 pence per TEG Share in cash presents an opportunity for TEG shareholders to accelerate the crystallisation of a certain value from their investment at an attractive premium, de-risks the return of value and allows full liquidity of their investment in TEG.

The Acquisition provides an opportunity for TEG Shareholders to achieve an attractive premium to the current share price, which has performed strongly, trading near its 52-week high levels. The Acquisition Price represents a premium of approximately:

·    46.3 per cent. and 49.7 per cent. to the volume-weighted average price of 281.9 pence per TEG Share and 275.6 pence per TEG Share for the six-month and twelve-month period ended 5 December 2023 respectively (being the last Business Day before the date of this announcement);

·    23.3 per cent. to the all-time high price of 334.5 pence per TEG Share which was achieved in Q1 2020 just before the Covid-19 pandemic; and

·    150.0 per cent. to the IPO price of 165.0 pence per TEG Share on 13 April 2017.

The Acquisition values TEG's entire issued and to be issued share capital at approximately £287 million on a fully diluted basis, and implies a multiple of approximately 7.3 times TEG's Group Adjusted EBITDA after rental costs for the twelve months ended 2 July 2023.

In addition to the financial terms of the Acquisition, in considering the intention to recommend the Acquisition, the TEG Directors have also given due consideration to the assurances given by Bidco to its intentions with respect to the future operation of the business, including Bidco's intentions to seek to continue growing the business both domestically and internationally, and the importance placed by Bidco on the existing employees of TEG.

The TEG Directors, who have been so advised by Lazard as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Lazard has taken into account the commercial assessments of the TEG Directors. Lazard is providing independent financial advice to the TEG Directors for the purposes of Rule 3 of the Code.

Accordingly, the TEG Directors confirm that they intend to recommend unanimously that the TEG Shareholders vote (or, where applicable, procure the voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), as all TEG Directors who own TEG Shares have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings totalling 500,048 TEG Shares (representing approximately 0.73 per cent. of the existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement).

6          Information relating to Bidco AND Trive

Bidco

Bidco is a private limited company incorporated in England and Wales on 29 November 2023. Bidco is a newly-formed vehicle, indirectly owned by investment funds advised by Trive. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

The current directors of Bidco are Shravan Manu Thadani and James Wilbourn Vise Jr. Further details in relation to Bidco will be contained in the Scheme Document.

Trive

Trive is a private equity firm based in Dallas, Texas with over $4 billion in regulatory assets under management. The Trive team is comprised of seasoned investment professionals who have been involved in over 100 middle-market transactions representing in excess of $6 billion in revenue across Trive's targeted industry sectors and situations. Trive seeks to maximise total returns to their investors through a collaborative, hands-on partnership with management where value creation initiatives are collectively identified and executed.

7          Information relating to TEG

TEG was incorporated in England and Wales on 15 March 2017 as a public company limited by shares with the name Birchams Newco Plc and with registered number 10672501. Its ordinary shares were admitted to the Official List of the London Stock Exchange in 2017 and subsequently transferred to the Main Market on 13 April 2017.

TEG provides family entertainment facilities across 52 locations in the UK. The TEG Group's core bowling proposition is supplemented by a range of additional entertainment activities to appeal to a wide audience. In particular, the TEG Group has developed a proposition that is family focused and offers a broad variety of games, food and drink that complements the bowling experience. TEG employs over 1,800 people in the UK.

In 2019, TEG entered into a joint venture with Houdini's acquiring 50% of the entire issued share capital of Houdini's, enabling TEG to offer a range of escape room games across a number of the Company's locations thereby expanding their entertainment offering.

In its latest financial year to 1 January 2023, TEG reported audited total revenue of £126.7 million (2021: £67.5 million) and a profit after taxation of £26.6 million (2021: £4.0 million).

On 20 September 2023, TEG announced its unaudited interim results for the half year ended 2 July 2023, where it reported total revenue of £65.3 million and a profit after taxation of £12.3 million.

Further financial and other information on TEG will be set out in the Scheme Document.

TEG's issued share capital comprises 68,496,118 ordinary shares which, based on the Closing Price of a TEG share of 310.0 pence on 5 December 2023 (being the last Business Day prior to the date of this Announcement), equates to a market capitalisation of approximately £212 million.

8          Irrevocable undertakings and letters of intent

Bidco has received irrevocable undertakings and non-binding letters of intent to vote in favour of the resolutions relating to the Scheme and Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or such Offer) from all of the TEG Directors who own TEG Shares and certain other TEG Shareholders, in respect of, in aggregate, 27,066,151 TEG Shares (representing approximately 39.51 per cent. of the existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement).

These comprise of the following irrevocable undertakings and non-binding letters of intent:

·    Bidco has received irrevocable undertakings from the TEG Directors who hold TEG Shares to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 500,048 TEG Shares (representing approximately 0.73 per cent. of the existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement). These undertakings will remain binding in the event that a higher competing offer for TEG is made.

·    In addition to the irrevocable undertakings referred to above received from the TEG Directors, Bidco has received an irrevocable commitment from the largest shareholder of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement, Harwood, who has undertaken on behalf of itself and funds managed or advised by it to: (i) vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer); and (ii) vote against any competing proposal, in respect of 10,581,000 TEG Shares (representing approximately 15.45 per cent. of the existing issued ordinary share capital of TEG) as at 5 December 2023, being the Business Day prior to the date of this announcement. The undertaking from Harwood will remain binding in the event that a higher competing offer for TEG is made.

·    Slater has delivered a non-binding letter of intent to vote in favour of the resolutions relating to the Acquisition at the Meetings, or to accept the Offer if the Acquisition is implemented as an Offer, in respect of 8,427,053 TEG Shares (representing approximately 12.30 per cent. of the existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement).

·    Gresham has also delivered a non-binding letter of intent to vote in favour of the resolutions relating to the Acquisition at the Meetings, or to accept the Offer if the Acquisition is implemented as an Offer, in respect of 7,558,050 TEG Shares (representing approximately 11.03 per cent. of the existing issued ordinary share capital of TEG as at 5 December 2023, being the Business Day prior to the date of this announcement).

Further details of irrevocable undertakings (including the circumstances in which they cease to be binding) and the letters of intent are set out in Appendix 3 to this announcement.

9          Financing of the Acquisition

The cash consideration payable to TEG Shareholders under the terms of the Acquisition will be financed by: (i) an equity investment indirectly into Bidco from the Trive Funds; and (ii) debt to be provided by funds managed by affiliates of Fortress Investment Group LLC pursuant to the Interim Facilities Agreement.

Cavendish, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to TEG Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

10        Offer‑related arrangements

Confidentiality Agreement

On 8 September 2023, TCG, on behalf of Bidco, and TEG entered into a Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, TCG, on behalf of Bidco has undertaken to: (i) subject to certain exceptions, keep information relating to TEG and the Acquisition confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of: (i) completion of the Acquisition; and (ii) 8 September 2025. The TEG Confidentiality Agreement also contains undertakings from TCG that for a period of six months after the date of the TEG Confidentiality Agreement, it will not: (i) contract with or make any arrangement with any supplier of TEG and/or the TEG Group, which interferes with the supply of goods or services to TEG and/or the TEG Group; and (ii) solicit or offer to employ or engage any employee of the TEG Group involved in discussions relating to the Acquisition (subject to customary carve-outs).

Cooperation Agreement

Pursuant to the Cooperation Agreement, Bidco and TEG have, amongst other things, each agreed to cooperate in preparing and implementing appropriate proposals in relation to the TEG Share Plan.  In addition, Bidco has agreed to certain provisions if the Scheme should switch to an Offer.  The Cooperation Agreement will terminate in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, a third party announces a firm intention to make an offer for TEG which completes, becomes effective or becomes unconditional, or if prior to the Long Stop Date any Condition has been invoked by Bidco (with the consent of the Panel), if the TEG Directors withdraw their recommendation of the Acquisition or if the Scheme does not become Effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and TEG. Pursuant to the terms of the Cooperation Agreement and the requirements of Paragraph 3(g)(i) of Appendix 7 to the Takeover Code, Bidco undertakes that it will deliver a notice in writing to TEG on the Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions) and confirming such satisfaction or waiver to the Panel; or (ii) to the extent permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.

11        Disclosure of interests in TEG securities

Except for the irrevocable undertakings and letters of intent referred to in paragraph 7 above and Appendix 3, as at 5 December 2023 (being the last practicable date prior to the date of this announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person treated as acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition: (i) had any interest in or right to subscribe for or had borrowed or lent any TEG Shares or securities convertible or exchangeable into TEG Shares; or (ii) had any short positions in respect of relevant securities of TEG (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or (iii) has borrowed or lent any relevant securities of TEG (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold; or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any additional interests in the relevant securities of  TEG, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code which must be made on or before 12 noon (London time) on 20 December 2023.

12        Directors, management, employees, pensions, research and development and locations

Bidco's strategic plans for TEG

As set out in paragraph 3 (Background to and reasons for the Acquisition), Bidco believes that TEG is a high-quality and leading company in the leisure and hospitality sector with an experienced management team that has a clear vision and growth strategy for the future direction of TEG. 

However, Bidco believes that in order fully to deliver TEG's strategic growth agenda through acquisitions and continued refurbishment of existing sites to improve the quality and breadth of offerings TEG provides its customers, now is the optimal time for TEG to re-enter private ownership. This will allow for the additional investment required to achieve such growth and improvements, which can most effectively be made away from the public markets.

Prior to this Announcement, consistent with market practice, Bidco has been granted access to TEG's senior management for the purposes of confirmatory due diligence. However, Bidco has not yet had access to sufficiently detailed information to formulate specific plans or intentions regarding the impact of the Acquisition on TEG.

Therefore, following the Acquisition becoming Effective, Bidco intends to work closely and collaboratively with TEG's management to undertake an in-depth evaluation of the TEG Group. Bidco expects that this evaluation will be completed within approximately six months from the Effective Date. The evaluation will include:

·    reviewing existing initiatives regarding refurbishments of existing centres and identifying new opportunities to keep centres modern with a best-in-class entertainment experience to continue to drive customer footfall and dwell time;

·    assessing potential acquisitions that could support TEG's growth ambitions and overall strategy; and

·    identifying possible opportunities for geographical expansion both within and outside of the United Kingdom. 

Employees and management

Bidco attaches great importance to the skill and experience of TEG's management and employees and recognises that the employees and management of TEG will be key to the continued success of the TEG Group.

Once TEG ceases to be a listed company, Bidco intends that a limited number of listed company-related functions will be reduced in scope or become unnecessary. Bidco confirms that its intention is for any individuals impacted to be treated in a manner consistent with TEG's high standards, culture and practices.

Other than as part of the reduction in listed company-related functions as described above, Bidco does not intend to make any other reductions to the TEG Group's headcount or changes to the conditions of employment or the balance of skills and functions of the employees and management of the TEG Group.

It is intended that, with effect from the Effective Date, each of the non-executive members of the TEG Board shall resign from his or her office as a director of TEG.

Existing employment rights and pensions

Bidco confirms that, following the Acquisition becoming Effective, the existing contractual and statutory employment rights, including pension rights, of all TEG management and employees will be fully safeguarded in accordance with applicable law.

Bidco does not intend to make any changes to the benefits provided by TEG's defined contribution pension arrangements and intends for the employer to continue to make contributions in line with current arrangements. No member of the TEG Group participates in any defined benefit pension scheme.

Management incentive arrangements

Following the Acquisition becoming Effective, Bidco intends to review the management, governance and incentive structure of TEG. Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of TEG's management, but may have discussions and enter into such discussions for certain members of the TEG management team following the Effective Date.

Headquarters, locations, functions, fixed assets and research and development

Following the Acquisition becoming Effective, Bidco intends that TEG will continue to operate as a standalone business group.

Bidco has no plans to undertake any material restructurings or change in, the locations of TEG's fixed assets or places of business. Bidco also has no plans to change the location or functions of TEG's headquarters in Cranfield, other than in respect of the listed company-related functions as described above.

TEG does not currently have a research and development function and Bidco has no plans in this regard.

Trading Facilities

TEG Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange. As set out in paragraph 15, applications will be made for the cancellation of the listing of TEG Shares on the Official List and the cancellation of trading of TEG Shares on the London Stock Exchange, and steps will be taken to re-register TEG as a private company.

None of the statements in this paragraph 12 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

13        TEG Share Plan

Participants in the TEG Share Plan will be contacted regarding the effect of the Acquisition on their options and awards under the TEG Share Plan and an appropriate proposal will be made to such participants which reflects their options and awards under the TEG Share Plan in due course. Details of the impact of the Scheme on each of the TEG Share Plan and the proposals will be set out in the Scheme Document.

14        Scheme process

The Acquisition will be subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as the Bidco and TEG may, with the consent of the Panel, agree and, if required, the Court may approve):

·    a resolution to approve the Scheme is passed by a majority in number of TEG Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those TEG Shareholders;

·    the resolution(s) necessary to implement the Scheme and the Acquisition is/are passed by the requisite majority of TEG Shareholders at the General Meeting;

·    following the Court Meeting and General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by the Bidco and TEG); and

·   following such sanction, a copy of the Scheme Court Order is delivered to the Registrar of Companies.

The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the Takeover Code) if:

·    the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of the Court Meeting and the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and TEG);

·    the Sanction Hearing to approve the Scheme is not held by the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and TEG); or

·    the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date (or such later date as Bidco and TEG may, with the consent of the Panel, agree and (if required) the Court may allow).

If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of TEG, specified a new date by which that Condition must be satisfied.

Once the necessary approvals from TEG Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of a copy of the Court Order to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during the first quarter of 2024.

Upon the Scheme becoming Effective: (i) it will be binding on all TEG Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of TEG Shares will cease to be valid and entitlements to TEG Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the consideration for the transfer of the Scheme Shares to Bidco will be despatched no later than 14 days after the Effective Date.

Any TEG Shares issued before the Scheme Record Time will be subject to the terms of the Scheme.  The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any TEG Shares issued after the Scheme Record Time (other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities).  The provisions of the Articles (as amended) will avoid any person (other than Bidco and their nominees) holding shares in the capital of TEG after the Effective Date.

Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and in any event within 28 days of this announcement (or such later date as the Bidco and TEG may, with the consent of the Panel, agree and, if required, the Court may approve).

15      Delisting, and cancellation of trading and re‑registration

It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in TEG Shares on the London Stock Exchange's Main Market and the listing of the TEG Shares from the Official List on or shortly after the Effective Date.

It is expected that the last day of dealings in TEG Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

On the Effective Date, TEG will become a wholly-owned subsidiary of Bidco and share certificates in respect of TEG Shares will cease to be valid and should be destroyed. In addition, entitlements held within CREST to the TEG Shares will be cancelled on the Effective Date.

Upon the Scheme becoming Effective, Bidco will acquire the TEG Shares fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto including the right to receive and retain all dividends and distributions declared, made or paid by reference to a record date after the Effective Date.

It is intended that TEG will be re-registered as a private limited company and for this to take effect as soon as practicable on or following the Effective Date.

16        Documents

Copies of the following documents will be available promptly on TEG's website, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.tegplc.co.uk and in any event by no later than noon on the Business Day following this announcement:

·    this announcement;

·    the Confidentiality Agreement;

·    the Cooperation Agreement;

·    the irrevocable undertakings and letters of intent referred to in paragraph 7 above and summarised in Appendix 3 to this announcement;

·    the documents entered into for the financing of the Acquisition referred to in paragraph 9 above; and

·    the consents from financial advisers to being named in this announcement.

Neither the content of the website referred to in this announcement, nor any website accessible from any hyperlinks, are incorporated into or form part of this announcement.

17        General

Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Cooperation Agreement) to implement the acquisition of the TEG Shares by way of an Offer as an alternative to the Scheme. In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to (i) make a request to the FCA to cancel the listing of the TEG Shares from the Official List; (ii) make a request to the London Stock Exchange to cancel trading in TEG Shares on its Main Market; and (iii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining TEG Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase TEG Shares otherwise than under the Scheme or any Offer, including pursuant to privately negotiated purchases.

The Acquisition will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings and letters of intent received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4. The formal Scheme Document will be sent to shareholders of TEG within 28 days of this announcement (or on such later date as may be agreed with TEG and the Panel).

Cavendish (as sole financial adviser to Bidco) and Lazard (as sole financial adviser to TEG) have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

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 [e-mail]
Lazard & Co., Limited (Sole Financial Adviser and Rule 3 Adviser to TEG) Vasco Litchfield Nicholas Page Andrea Francisco David Cartwright	[phone]
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	[phone] [phone]

Kirkland & Ellis International LLP is acting as legal adviser to Bidco and Trive in connection with the Acquisition.

Shoosmiths LLP is acting as legal adviser to TEG in connection with the Acquisition.

Further information

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Trive and Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Trive and Bidco for providing the protections offered to clients of Cavendish or for providing advice in connection with any matter referred to in this announcement. Neither Cavendish 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 Cavendish in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as sole financial adviser and Rule 3 adviser to TEG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than TEG for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein. Neither Lazard 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 Lazard in connection with this announcement, the Acquisition, any statement contained herein or otherwise.

Liberum Capital Limited ("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.

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.  The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

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 publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

This announcement contains inside information in relation to TEG for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging the release of this announcement on behalf of TEG is Antony Smith. TEG's Legal Entity Identifier is 213800SL9HJUQ5BGPX17.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements.  Any failure to comply with such requirements 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. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Listing Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to TEG Shareholders who are not resident in and citizens of the UK 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 the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the UK to vote their TEG Shares with respect to the Scheme at the Meetings, or to appoint another person as proxy to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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. Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, 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. 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 or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or 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.

Further details in relation to Overseas Shareholders will be included in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

Notice to U.S. TEG Shareholders

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 or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act").  Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the UK and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

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 will be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of TEG Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and TEG are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction.  U.S. holders of TEG Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.  Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Trive or their 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 U.S., 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 U.S. Exchange Act, Cavendish will continue to act as exempt principal traders in TEG shares on the London Stock Exchange.  These purchases may 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, www.londonstockexchange.com.

U.S. TEG Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein.  U.S. TEG Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), statements made regarding the Acquisition, and other information published by Bidco and TEG contain statements which are, or may be deemed to be, "forward-looking statements".  Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and TEG about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and TEG (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "target", "aims", "anticipates", "continues", or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, TEG's, any member of the Bidco Group's or any member of the TEG Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, TEG's, any member of the Bidco Group's or any member of the TEG Group's business.

Although Bidco and TEG believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and TEG can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and TEG operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and TEG operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements.  If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.  Neither Bidco nor TEG, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.  You are cautioned not to place any reliance on these forward-looking statements. 

Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the TEG Group, there may be additional changes to the TEG Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor TEG is under any obligation, and Bidco and TEG expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on TEG's website at www.tegplc.co.uk by no later than 12 noon (London time) on the Business Day following this announcement.  For the avoidance of doubt, neither the content of this website nor of any website accessible from any hyperlinks are incorporated by reference or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for TEG for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for TEG.

General

Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme, subject to the Panel's consent and (while the Cooperation Agreement is continuing) to the terms of the Cooperation Agreement.  In such event, such Offer will be implemented on substantially the same terms and conditions so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation and for so long as the Cooperation Agreement is continuing and the Offer arises in accordance with the terms of the Cooperation Agreement) an acceptance condition set at 90 per cent. of the TEG Shares (or such other percentage as Bidco may decide after, to the extent necessary, consultation with the TEG and, to the extent necessary, the Panel, being in any case more than 50 per cent. of the TEG Shares)).

If the Acquisition is effected by way of an Offer, and such Offer becomes or is declared unconditional and sufficient acceptances are received in respect of such Offer, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining TEG Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase TEG Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, TEG Shareholders, persons with information rights and participants in TEG Share Plan may request a hard copy of this announcement by contacting TEG's registrars, Computershare Investor Service plc, during business hours on [phone] or at The Pavilions, Bridgwater Road, Bristol BS13 8AE.

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 you in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by TEG Shareholders, persons with information rights and other relevant persons for the receipt of communications from TEG may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, TEG confirms that, as at 5 December 2023, it had in issue 68,496,118 ordinary shares of £0.01 each (excluding shares held in treasury).  The ISIN for the ordinary shares is GB00BF020D33.

Disclaimer

The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.

Appendix 1
Conditions and Further Terms of the Transaction

Part A
Conditions to the Scheme and Acquisition

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.

Conditions of the Scheme

2.         The Scheme will be subject to the following Conditions:

2.1       (i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shares held by TEG Shareholders who are on the register of members of TEG (or the relevant class or classes thereof, if applicable) at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or any adjournment thereof), and (ii) such Court Meeting and any separate class meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and TEG with the consent of the Panel (and that the Court may approve if required));

2.2       (i) the Resolution(s) being duly passed at the General Meeting (or any adjournment thereof) and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and TEG with the consent of the Panel (and that the Court may approve if required));

2.3       (i) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Bidco and TEG)); and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and TEG with the consent of the Panel (and that the Court may approve if required)); and

2.4       the delivery of a copy of the Court Order to the Registrar of Companies.

General Conditions

3.         In addition, subject as stated in Part B of this Appendix 1, Bidco and TEG have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Other Third Party clearances

3.1       no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might:

3.1.1      make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider TEG Group by any member of the Wider Bidco Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, the Acquisition or the acquisition of any shares or other securities in, or control or management of, any member of the Wider TEG Group by any member of the Wider Bidco Group or require an amendment of the Scheme;

3.1.2      require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider TEG Group of all or any part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider Bidco Group taken as a whole or in the context of the Acquisition;

3.1.3      impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in TEG (or any member of the Wider TEG Group) or on the ability of any member of the Wider TEG Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider TEG Group to an extent which is material in the context of the Wider TEG Group taken as a whole or in the context of the Acquisition;

3.1.4      other than pursuant to the implementation of the Scheme or, if applicable, sections 974 to 991 of the 2006 Act, require any member of the Wider Bidco Group or the Wider TEG Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider TEG Group or any asset owned by any third party which is material in the context of the Wider TEG Group or the Wider Bidco Group, in either case taken as a whole;

3.1.5      require, prevent or delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider TEG Group;

3.1.6      result in any member of the Wider TEG Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider TEG Group taken as a whole or in the context of the Acquisition;

3.1.7      impose any limitation on the ability of any member of the Wider Bidco Group or any member of the Wider TEG Group to conduct, integrate or co‑ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider TEG Group in a manner which is adverse and material to the Wider Bidco Group and/or the Wider TEG Group, in either case, taken as a whole or in the context of the Acquisition; or

3.1.8      except as Disclosed, otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider TEG Group or any member of the Wider Bidco Group in each case in a manner which is adverse to and material in the context of the Wider TEG Group taken as a whole or of the financing of the Acquisition;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any TEG Shares or otherwise intervene having expired, lapsed, or been terminated;

3.2       all notifications, filings or applications which are deemed by Bidco to be necessary or reasonably considered to be appropriate in any relevant jurisdiction having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations which are deemed by Bidco to be necessary or reasonably considered to be appropriate in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, TEG by any member of the Wider Bidco Group having been obtained on terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider TEG Group or the Wider Bidco Group has entered into contractual arrangements in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider TEG Group, any member of the Bidco Group or the ability of Bidco to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

3.3       no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Third Party which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider TEG Group by any member of the Wider Bidco Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the completion or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider TEG Group by any member of the Wider Bidco Group;

Confirmation of absence of adverse circumstances

3.4       except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider TEG Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in TEG or because of a change in the control or management of any member of the Wider TEG Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider TEG Group taken as a whole or to the financing of the Acquisition:

3.4.1      any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider TEG Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

3.4.2      the rights, liabilities, obligations, interests or business of any member of the Wider TEG Group or any member of the Wider Bidco Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider TEG Group or any member of the Wider Bidco Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

3.4.3      any member of the Wider TEG Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the TEG Group taken as a whole or in the context of the Acquisition;

3.4.4      any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider TEG Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider TEG Group otherwise than in the ordinary course of business;

3.4.5      other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider TEG Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

3.4.6      the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider TEG Group being prejudiced or adversely affected;

3.4.7      the creation or acceleration of any material liability (actual or contingent) by any member of the Wider TEG Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

3.4.8      any liability of any member of the Wider TEG Group to make any severance, termination, bonus or other payment to any of its directors or other officers other than in the ordinary course of business;

No material transactions, claims or changes in the conduct of the business of the TEG Group

3.5       except as Disclosed, no member of the Wider TEG Group having since 1 January 2023:

3.5.1      save as between TEG and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries and save for the issue or transfer out of treasury of TEG Shares on the exercise of options or vesting of awards granted in the ordinary course under the TEG Share Plan, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of TEG Shares out of treasury;

3.5.2      recommended, declared, paid or made or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to TEG or one of its wholly‑owned subsidiaries;

3.5.3      save as between TEG and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case to an extent which is material in the context of the Wider TEG Group taken as a whole;

3.5.4      save as between TEG and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital other than in the ordinary course of business and to an extent which is material in the context of the Wider TEG Group taken as a whole;

3.5.5      issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between TEG and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider TEG Group taken as a whole or in the context of the Acquisition;

3.5.6      entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long-term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is or is likely to be materially restrictive on the business of any member of the Wider TEG Group to an extent which is or is reasonably likely to be material to the Wider TEG Group taken as a whole;

3.5.7      entered into any licence or other disposal of intellectual property rights of any member of the Wider TEG Group which are material in the context of the Wider TEG Group and outside the normal course of business;

3.5.8      entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider TEG Group save for salary increases, bonuses or variations of terms in the ordinary course;

3.5.9      proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider TEG Group which, taken as a whole, are material in the context of the Wider TEG Group taken as a whole;

3.5.10    (i) (excluding the trustee of any pension scheme(s) established by a member of the Wider TEG Group other than TEG itself) made, agreed or consented to or procured any significant change to: (a) the terms of any existing trust deeds, rules, policy or other governing documents, or entered into or established any new trust deeds, rules, policy or other governing documents, constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider TEG Group or their dependants and established by a member of the Wider TEG Group (a "Relevant Pension Plan"); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; or (d) the basis or rate of employer contribution to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider TEG Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law; or (ii) enter into or propose to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (iii) carried out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (b) which would or is reasonably likely to create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would, having regard to the published guidance of the Pensions Regulator give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 and 38A of the Pensions Act 2004 in relation to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider TEG Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law;

3.5.11    changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan;

3.5.12    entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business which is material in the context of the Wider TEG Group taken as a whole or in the context of the Acquisition;

3.5.13    purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced made any other change to any part of its share capital to an extent which (other than in the case of TEG) is material in the context of the Wider TEG Group taken as a whole;

3.5.14    other than with respect to claims between TEG and its wholly owned subsidiaries (or between such subsidiaries), waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider TEG Group taken as a whole or in the context of the Acquisition;

3.5.15    made any alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Scheme) which is material in the context of the Acquisition;

3.5.16    (other than in respect of a member of the Wider TEG Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed which is material in the context of the Wider TEG Group taken as a whole or in the context of the Acquisition;

3.5.17    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider TEG Group taken as a whole or in the context of the Acquisition;

3.5.18    entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

3.5.19    terminated or varied the terms of any agreement or arrangement between any member of the Wider TEG Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider TEG Group taken as a whole; or

3.5.20    taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of TEG Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

3.6       since 1 January 2023, and except as Disclosed, there having been:

3.6.1      no adverse change and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider TEG Group to an extent which is material to the Wider TEG Group taken as a whole or to the financing of the Acquisition;

3.6.2      no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the Wider TEG Group having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider TEG Group or to which any member of the Wider TEG Group is or may become a party (whether as claimant or defendant or otherwise) which, in any such case, might be expected to have a material adverse effect on the Wider TEG Group taken as a whole, and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider TEG Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider TEG Group which, in any such case, might be expected to have a material adverse effect on the Wider TEG Group taken as a whole;

3.6.3      no contingent or other liability having arisen, increased or become apparent which is reasonably likely to adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider TEG Group to an extent which is material to the Wider TEG Group taken as a whole;

3.6.4      no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider TEG Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and reasonably likely to have a material adverse effect on the Wider TEG Group taken as a whole; and

3.6.5      no member of the Wider TEG Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider TEG Group taken as a whole;

3.7       since 1 January 2023, except as Disclosed, Bidco not having discovered:

3.7.1      that any financial, business or other information concerning the Wider TEG Group publicly announced or disclosed to any member of the Wider Bidco Group at any time prior to the date of this announcement by or on behalf of any member of the Wider TEG Group or to any of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Wider TEG Group taken as a whole or in the context of the Acquisition;

3.7.2      that any member of the Wider TEG Group is subject to any liability, contingent or otherwise and which is material in the context of the Wider TEG Group taken as a whole; or

3.7.3      any information which affects the import of any information disclosed to Bidco at any time prior to the date of this announcement by or on behalf of any member of the Wider TEG Group which is material in the context of the Wider TEG Group taken as a whole;

Environmental liabilities

3.8       except as Disclosed, Bidco not having discovered that, in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco‑systems, no past or present member of the Wider TEG Group, in a manner or to an extent which is material in the context of the Wider TEG Group, (i) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) having incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any material liability (whether actual or contingent), or being required, to make good, remediate, repair, re‑instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider TEG Group taken as a whole;

Intellectual property

3.9       except as Disclosed, no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider TEG Group which would be reasonably likely to have a material adverse effect on the Wider TEG Group taken as a whole or is otherwise material in the context of the Acquisition, including:

3.9.1      any member of the Wider TEG Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider TEG Group and material to its business being revoked, cancelled or declared invalid;

3.9.2      any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider TEG Group to, or the validity or effectiveness of, any of its intellectual property; or

3.9.3      any agreement regarding the use of any intellectual property licensed to or by any member of the Wider TEG Group being terminated or varied;

Anti‑corruption and sanctions

3.10     except as Disclosed, Bidco not having discovered that (to an extent that is material in the context of the Wider TEG Group taken as a whole):

3.10.1    any past or present member of the Wider TEG Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti‑corruption legislation;

3.10.2    any member of the Wider TEG Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended);

3.10.3    any past or present member of the Wider TEG Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction; or

3.10.4    a member of the TEG Group has engaged in a transaction which would cause the Bidco Group to be in breach of any law or regulation on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states; or

No criminal property

3.11     except as Disclosed, Bidco not having discovered that any asset of any member of the Wider TEG Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B
Further terms of the Acquisition

1.         Subject to the requirements of the Panel and the Takeover Code, Bidco reserves the right in its sole discretion to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i), 2.2(i), 2.3(i) and 2.4 which cannot be waived. If any of Conditions 2.1(ii), 2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines or agreed with TEG to extend the relevant deadline.

2.         Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part A of Appendix 1 above that are capable of waiver by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3.         Under Rule 13.5(a) of the Takeover Code and subject to paragraph 4, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel.  The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition.  This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

4.         Condition 1 (subject to Rule 12 of the Takeover Code), Conditions 2.1(i), 2.2(i), 2.3(i) and 2.4 in Part A of Appendix 1 above, and, if applicable, any acceptance condition if the Acquisition is implemented by means of an Offer, are not subject to Rule 13.5(a) of the Takeover Code.

5.         Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco.

6.         If the Panel requires Bidco to make an offer or offers for TEG Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

7.         Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme, subject to the Panel's consent and (while the Cooperation Agreement is continuing) to the terms of the Cooperation Agreement. In such an event, such Offer will be implemented on the same terms and conditions so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation and for so long as the Cooperation Agreement is continuing and the Offer arises in accordance with the terms of the Cooperation Agreement) an acceptance condition set at 90 per cent. of the TEG Shares (or such other percentage as Bidco may decide after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the TEG Shares)). If the Acquisition is effected by way of an Offer, and such Offer becomes or is declared unconditional and sufficient acceptances are received in respect of such Offer, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining TEG Shares in respect of which the Offer has not been accepted.

8.         The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and to the full terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the Listing Rules, the provisions of the Takeover Code and the applicable requirements of the Panel and the London Stock Exchange.

9.         TEG Shares will be acquired by Bidco pursuant to the Acquisition fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at the Effective Date, including the right to receive and retain all dividends and distributions (if any) declared, made or paid after the Acquisition becomes Effective.

10.       If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or distribution and/or other return of capital or value is announced, declared, made or paid in respect of the TEG Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the TEG Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph 10 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Scheme or the Acquisition. In such circumstances, TEG Shareholders would be entitled to retain any such dividend, distribution and/or return of capital or value.

11.       The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

12.       The Acquisition will be governed by English law and be subject to the jurisdiction of the Court, to the Conditions set out above and full terms to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.

13.       Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix 2
Sources and Bases of Information

In this announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used.

1.         The fully diluted issued ordinary share capital of 69,577,690 TEG Shares is based on:

1.1       68,496,118 TEG Shares in issue as at 5 December 2023 (being the latest practicable date before this announcement); plus

1.2       1,081,572 TEG Shares which may be issued on or after the date of this announcement pursuant to the TEG Share Plan and share awards as at 5 December 2023 (being the latest practicable date before this announcement).

2.         A value of approximately £287 million for the entire issued and to be issued share capital of TEG is based on:

2.1       the Acquisition Price of 412.5 pence per TEG Share; and

2.2       TEG's fully diluted issued ordinary share capital of 69,577,690 TEG Shares, as set out in paragraph 1 above.

3.         Unless otherwise stated, the financial information of TEG is extracted (without material adjustment) from the annual report and audited accounts of the TEG Group for the 12 months ended 1 January 2023, and the unaudited, consolidated financial statements of TEG for the six months ended 2 July 2023.

4.         All closing prices for TEG Shares are closing middle market quotations of a share derived from the Daily Official List of the London Stock Exchange on the relevant date(s).

5.         The volume-weighted average prices have been derived from Factset.

6.         Certain figures included in this announcement have been subject to rounding adjustments.

7.         Group Adjusted EBITDA consists of earnings before interest, taxation, depreciation, amortisation costs, exceptional items, impairment reversal, loss on joint venture and profit or loss on disposal of assets. Group Adjusted EBITDA after rental costs is the Group Adjusted EBITDA less the cash rent paid for rental of the long-term leasehold properties which are held on the balance sheet as Right of Use Property assets. For 2019 this measure is the IAS17 EBITDA as reported in FY19 when the Group was not reporting on an IFRS16 basis. These are non-IFRS measures used by the Group in understanding its underlying earnings. Group adjusted profit before tax is defined as profit before tax adjusted for exceptional items and impairment reversals.

8.         Multiple is calculated as Implied Enterprise Value divided by Group Adjusted EBITDA after rental cost. Implied Enterprise Value for is calculated excluding lease liabilities and by reference to the valuation of the Acquisition less reported net cash of £5.1 million as at 2 July 2023.

Appendix 3
Details of Irrevocable Undertakings and Letters of Intent

1.         Directors

The following TEG Directors have given irrevocable undertakings to vote (or procure the voting) in favour of the resolutions (including the Scheme) relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept, or procure the acceptance of, the Offer) in respect of their own beneficial holdings (or those TEG Shares over which they have control) of TEG Shares:

Name	Total Number of TEG Shares	Percentage of existing issued share capital
Graham Blackwell	87,645	0.13
Antony Smith	92,403	0.13
Adam Bellamy	40,000	0.06
Julie Sneddon	80,000	0.12
Christopher Mills*	200,000	0.29
TOTAL	500,048	0.73

* The circumstances pursuant to which the obligations contained in the irrevocable undertaking received from Christopher Mills will cease to have effect are set out in paragraph 2a) below.

These irrevocable undertakings also extend to any TEG Shares acquired by the TEG Directors as a result of the vesting of awards or the exercise of options under the TEG Share Plan.

The irrevocable undertakings referred to in this paragraph 1 (other than Christopher Mills) cease to be binding on the earlier of the following occurrences:

(i) this announcement not having been released by 10.00 a.m. (London time) on the date that is one Business Day from the date of the undertaking (or such later date as Bidco and TEG may agree);

(ii) the Scheme Document is not sent to TEG Shareholders within 28 days (or such later period as the Panel may agree) after the date of this announcement, provided that if the Acquisition was initially being implemented by way of a Scheme, and Bidco elects to exercise its right to implement the Acquisition by way of an Offer or vice versa, such time period shall be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require);

(iii) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced at the same time;

(iv) the Scheme lapses or is withdrawn in accordance with its terms and Bidco publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition by way of an Offer or otherwise;

(v) the Scheme has not become Effective by 11.59 p.m. on the Long Stop Date (or such other time and date as agreed between Bidco and TEG, with the approval of the Court and/or the Panel, if required (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been withdrawn)); or

(vi) the date on which any competing offer for the entire issued, and to be issued, share capital of TEG is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes Effective.

2.         Shareholders

In addition to the TEG Directors, the following TEG Shareholders have each given an irrevocable undertaking to vote (or procure the voting, as applicable) in favour of the resolutions relating to the Acquisition at the Meetings, or to accept, or procure the acceptance of, the Offer if the Acquisition is implemented as an Offer, in respect of their interests in TEG Shares:

Beneficial Holder	Registered Holder	Total Number of TEG Shares	Percentage of existing issued share capital
North Atlantic Smaller Companies Investment Trust plc (managed by Harwood)	Bank of New York Nominees Limited	10,000,000	14.60
Harwood Capital LLP and the clients it represents	Roy Nominees Limited	581,000	0.85
TOTAL		10,581,000	15.45

a)         The obligations contained in the irrevocable undertaking received from Christopher Mills in paragraph 1 above and Harwood (on behalf of itself and funds managed or advised by it), and referred to in paragraph 2 above cease to have effect on the earlier of the following occurrences:

(i) this announcement not having been released by 12.00 p.m. (London time) on 7 December 2023 (or such later date as Bidco and TEG may agree);

(ii) the Scheme Document or Offer Document (as the case may be) has not been posted within 28 days of the issue of this announcement (or within such longer period as Bidco, with the consent of the Panel, determines), provided that if the Acquisition was initially being implemented by way of a Scheme, and Bidco elects to exercise its right to implement the Acquisition by way of an Offer or vice versa, the time period shall be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require);

(iii) on the date on which the Acquisition (whether implemented by way of a Scheme or an Offer) is withdrawn or lapses in accordance with its terms, provided that this paragraph shall not apply where the Acquisition is withdrawn or lapses as a result of Bidco exercising its right, in accordance with the Takeover Code, to implement the Acquisition by way of an Offer rather than by way of a Scheme or vice versa;

(iv) if the Scheme or the Offer (as applicable) has not, in accordance with the requirements of the Takeover Code, become Effective on or before the Long Stop Date (including as such Long Stop Date may be extended as set out in this announcement), provided that the Scheme or Offer (as applicable) shall not be treated as having failed to become Effective as a result of Bidco exercising its right, in accordance with the Takeover Code, to implement the Acquisition by way of an Offer rather than by way of a Scheme or vice versa;

(v) if Bidco announces that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Offer is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time; or

(vi) if Christopher Mills and/or Harwood are required to withdraw the undertaking by any court or regulatory of competent jurisdiction.

b)         In addition, the following TEG Shareholders have each delivered a non-binding letter of intent to vote in favour of the resolutions relating to the Acquisition at the Meetings, or to accept the Offer if the Acquisition is implemented as an Offer, in respect of their interests in TEG Shares:

Name	Total Number of TEG Shares	Percentage of existing issued share capital
Slater Investments Limited	8,427,053	12.30
Gresham House Asset Management Ltd	7,558,050	11.03
TOTAL	15,985,103	23.34

Appendix 4
Definitions

The following definitions apply throughout this document unless the context otherwise requires:

"2006 Act"	the Companies Act 2006, as amended from time to time
"2022 TEG Annual Report"	the annual report and audited accounts of the TEG Group for the year ended 1 January 2023
"Acquisition"	the proposed cash acquisition by Bidco of the entire issued, and to be issued, share capital of TEG to be implemented by way of the Scheme, or should Bidco so elect, and where required the Panel consent (subject to the terms of the Cooperation Agreement whilst it remains in force), by means of an Offer and, where the context admits, any subsequent revision, variation, extension or renewal thereof
"Acquisition Price"	412.5 pence per TEG Share
"Articles"	the articles of association of TEG from time to time
"associated undertaking"	shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations)
"Authorisations"	authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals, in each case of a Third Party
"Bidco"	Neon Buyer Limited
"Bidco Board"	the directors of Bidco
"Bidco Group"	Bidco and its subsidiary undertakings and where the context permits, each of them
"Business Day"	a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business
"Cavendish"	Cavendish Capital Markets Ltd
"certificated" or "certificated form"	in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)
"Closing Price"	the closing middle market price of a TEG Share as derived from the Daily Official List on any particular date
"Condition"	each of the conditions listed in Part A of Appendix 1 and any reference to a numbered Condition shall be a reference to the Condition set out in the paragraph of Part A of Appendix 1 bearing such number
"Confidentiality Agreement"	the confidentiality agreement dated 8 September 2023 between TCG and TEG
"Cooperation Agreement"	the cooperation agreement dated on or around the date of this announcement between Bidco and TEG
"Court"	the High Court of Justice in England and Wales
"Court Meeting"	the meeting of TEG Shareholders to be convened at the direction of the Court pursuant to Part 26 of the 2006 Act at which a resolution will be proposed to approve the Scheme (with or without amendment), including any adjournment thereof
"Court Order"	the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)
"Daily Official List"	the daily official list of the London Stock Exchange
"Dealing Disclosure"	an announcement by a party to an offer or a person acting in concert as required by Rule 8 of the Takeover Code
"Disclosed"	the information disclosed by or on behalf of TEG: (i) in the 2022 TEG Annual Report; (ii) in the Half Year Results for the six months period ended 2 July 2023; (iii) in this announcement; (iv) in any other announcement to a Regulatory Information Service prior to the publication of this announcement; and (v) fairly disclosed by or on behalf of TEG in writing (including via the virtual data room operated by or on behalf of TEG in respect of the Acquisition) or orally in meetings and calls by TEG management prior to the date of this announcement to Bidco or Bidco's officers or advisers (in their capacity as such)
"Disclosure Guidance and Transparency Rules"	the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA
"Effective"	in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of the Offer, the Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code
"Effective Date"	the date on which the Acquisition becomes Effective
"FCA"	the Financial Conduct Authority or its successor from time to time
"FCA Handbook"	the FCA's Handbook of rules and guidance as amended from time to time
"General Meeting"	the general meeting of TEG Shareholders to be convened to consider and if thought fit pass, inter alia, the Resolution(s) (with or without amendment) in relation to the Scheme including any adjournments thereof
"Gresham"	Gresham House Asset Management Ltd
"Harwood"	Harwood Capital Management Limited and its group and the funds and accounts it represents
"Interim Facilities Agreement"	the interim facilities agreement dated on or about the date of this announcement between, amongst others, Neon Finance Limited as original borrower and Global Loan Agency Services Limited as interim facility agent incorporating an interim term facility in an aggregate principal amount of £125 million
"Lazard"	Lazard & Co., Limited
"Listing Rules"	the rules and regulations made by the FCA under the Financial Services and Markets Act 2000 (as amended), and contained in the publication of the same name, as amended from time to time
"London Stock Exchange"	the London Stock Exchange plc or its successor
"Long Stop Date"	6 June 2024 or such later date as may be agreed between Bidco and TEG and, if required, the Panel and the Court may allow
"Market Abuse Regulation"	Regulation (EU) 596/2014, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time
"Meetings"	the Court Meeting and the General Meeting
"Official List"	the Official List of the FCA
"Offer"	should the Acquisition be implemented by way of a contractual takeover offer as defined in Chapter 3 of Part 28 of the 2006 Act, subject to the terms of the Cooperation Agreement, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of TEG and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Offer Document"	should the Acquisition be implemented by means of the Offer, the document to be sent to TEG Shareholders which will contain, amongst other things, the terms and conditions of the Offer
"Opening Position Disclosure"	an announcement pursuant to Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Acquisition
"Overseas Shareholders"	holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
"Panel"	the Panel on Takeovers and Mergers
"PRA"	the Prudential Regulation Authority or its successor from time to time
"Registrar of Companies"	the Registrar of Companies in England and Wales
"Regulations"	the Uncertificated Securities Regulations 2001 (SI2001 No. 3755), including: (i) any enactment or subordinate legislation which amends or supersedes those regulations and; (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force
"Regulatory Information Service"	a regulatory information service as defined in the FCA Handbook
"relevant securities"	as the context requires, TEG Shares, other TEG share capital and any securities convertible into or exchangeable for, and rights to subscribe for, any of the foregoing
"Resolution(s)"	the resolution(s) to be proposed at the General Meeting necessary to implement the Scheme, including, amongst other things, a special resolution proposed in connection with, inter alia, implementation of the Scheme and certain amendments to be made to the articles of association of TEG
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to TEG Shareholders in that jurisdiction
"Sanction Hearing"	the Court hearing to sanction the Scheme
"Scheme"	the proposed scheme of arrangement under Part 26 of the 2006 Act between TEG and the holders of the Scheme Shares, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by TEG and Bidco
"Scheme Document"	the document to be sent to TEG Shareholders and persons with information rights containing, amongst other things, the Scheme and notices of the Meetings
"Scheme Record Time"	the time and date to be specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately following the date of the Sanction Hearing, or such later time as Bidco and TEG may agree
"Scheme Shares"	all TEG Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme
"Slater"	Slater Investments Limited
"subsidiary", "subsidiary undertaking" and "undertaking"	shall be construed in accordance with the 2006 Act
"Takeover Code"	the Takeover Code issued by the Panel on Takeovers and Mergers, as amended from time to time
"TCG"	Trive Capital Group LLC
"TEG"	Ten Entertainment Group plc
"TEG Board" or "TEG Directors"	the directors of TEG
"TEG Group"	TEG and its subsidiary undertakings and where the context permits, each of them
"TEG Share Plan"	the TEG Performance Share Plan adopted on 12 April 2017
"TEG Shareholder(s)"	holders of TEG Shares
"TEG Share(s)"	the existing unconditionally allotted or issued and fully paid ordinary shares of 1p each in the capital of TEG and any further shares which are unconditionally allotted or issued before the Scheme becomes Effective and "TEG Share" means any one of them
"Trive"	Trive Capital Partners LP, acting for and on behalf of the Trive Funds in its capacity as manager
"Trive Funds"	Trive Capital Fund IV LP and Trive Capital Fund IV-A LP
"UK" or "United Kingdom"	means United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form"	a share or other security title to which is recorded in the relevant register of the share or security as being held in uncertificated form, in CREST, and title to which, by virtue of the Regulations may be transferred by means of CREST
"U.S." or "United States"	means United States of America
"Voting Record Time"	the time and date to be specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined
"Wider Bidco Group"	Bidco Group and associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco and such undertakings (aggregating their interests) have an interest of more than 30 per cent. of the voting or equity capital or the equivalent
"Wider TEG Group"	TEG and associated undertakings and any other body corporate, partnership, joint venture or person in which TEG and such undertakings (aggregating their interests) have an interest of more than 30 per cent. of the voting or equity capital or the equivalent (excluding, for the avoidance of doubt, Bidco and all of its associated undertakings which are not members of the TEG Group)

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All times referred to are London time unless otherwise stated.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.

 

END