Results of the Court Meeting and General Meeting

Ten Entertainment Group PLC

12 January 2024

 

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 SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

12 January 2024

RECOMMENDED CASH OFFER

for

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

Results of the Court Meeting and General Meeting

On 6 December 2023, the boards of directors of Ten Entertainment Group plc ("TEG") and Neon Buyer Limited ("Bidco") announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued ordinary share capital of TEG (the "Acquisition"). The Acquisition is to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Act") (the "Scheme").

The circular in relation to the Scheme, including the notices convening the Court Meeting and the

General Meeting in connection with the Acquisition, was published on 19 December 2023 (the "Scheme Document"). On 22 December 2023, an announcement was released by TEG to update the Voting Record Time and the timing of the Court Meeting (the "Updated Timetable Announcement").

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom.

Results of the Court Meeting and the General Meeting

TEG and Bidco are pleased to announce that, at the Court Meeting and the General Meeting held on 11 January 2024 in connection with the Acquisition:

1.   the requisite majority of Scheme Shareholders voted (either in person or by proxy) to approve the Scheme, being a majority in number of Scheme Shareholders present and voting either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders, at the Court Meeting held at 10.00 a.m. on 11 January 2024; and

2.   the requisite majority of TEG Shareholders voted (either in person or by proxy) to pass the Resolution to implement the Scheme, including: (a) the amendment of the TEG Articles; and (b) the re-registration of TEG as a private limited company conditional on the Scheme becoming Effective, at the General Meeting held at 10.15 a.m. on 11 January 2024.

Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in the Scheme Document, which, subject to any restrictions relating to persons resident in Restricted Jurisdictions, is available on TEG's website at www.tegplc.co.uk.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder present (in person or by proxy) was entitled to one vote per Scheme Share held at the Voting Record Time.

Results of Court Meeting vote on the Scheme	Scheme Shares voted		Scheme Shareholders who voted		Number of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at the Court Meeting4
	Number	%1	Number2	%2
FOR	57,845,467	99.97	21	77.783	84.45
AGAINST	15,470	0.03	6	22.22	0.02
TOTAL	57,860,937	100	24	100.00	84.47

¹          All percentages rounded to two decimal places.

²          Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted as set out in this row.

³          Rounded up to two decimal places.

4          The aggregate of Scheme Shareholders voting "for" and "against" the resolution as set out in this row exceeds the total number and percentage of Scheme Shareholders who voted because 3 registered members gave instructions for votes to be cast "for" the resolution in respect of part of their holding of Scheme Shares and "against" the resolution in respect of another part of their holding of Scheme Shares.

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting. Each TEG Shareholder present (in person or by proxy) was entitled to one vote per TEG Share held at the Voting Record Time.

Special Resolution	Votes FOR2		Votes AGAINST		Total votes	Votes WITHHELD
	Number	%1	Number	%2	Number	Number3
Authorisation of directors to carry the Scheme into effect, amendments to the TEG Articles and, conditional on the Scheme becoming Effective, re-registration of TEG as a private limited company	57,815,369	99.98	13,105	0.02	57,828,474	12,249

¹          All percentages rounded to two decimal places.

²          Includes discretionary votes.

³          A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the resolution.

The total number of TEG Shares in issue at the Voting Record Time was 68,496,118, of which none were held in treasury. Consequently, the total number of voting rights in TEG at the Voting Record Time was 68,496,118.

In accordance with Listing Rule 9.6.2R, a copy of the Resolution passed at the General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at the FCA document viewing facility https://data.fca.org.uk/#/nsm/nationalstorage mechanism.

Update on Conditions

The outcome of the Court Meeting and General Meeting means that Conditions 2.1 and 2.2 (as set out in Part A of Part 3 of the Scheme Document) have been satisfied.

Timetable

The expected timetable of principal events for the implementation of the Scheme remains as set out in the Appendix to the Updated Timetable Announcement. These dates and times are indicative only and are subject to change. The dates will depend, among other things, on the date on which: (i) the Conditions are either satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order(s) sanctioning the Scheme are delivered to the Registrar of Companies. The hearing before the Court to sanction the Scheme is currently expected to be held on 19 January 2024.

TEG will give adequate notice of any change or revision of these currently expected dates and/or times by issuing an announcement of the revised dates and/or times through a Regulatory Information Service, with such announcement being made available on TEG's website at www.tegplc.co.uk.

TEG expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will become effective in the first quarter of 2024.

Enquiries

TEG     Graham Blackwell (Chief Executive Officer) Antony Smith (Chief Financial Officer and Company Secretary)	+ 44 1234 751 333 [e-mail]
Trive    Conner Searcy Shravan Thadani	[phone]
Cavendish Capital Markets Limited (Sole Financial Adviser to Bidco and Trive)   Henrik Persson Carl Holmes Seamus Fricker Fergus Sullivan George Dollemore	[phone]
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 Trive and Bidco. Shoosmiths LLP is acting as legal adviser to TEG.

Important Notices

Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to TEG and for no one else in connection with the Acquisition and will not be responsible to anyone other than TEG for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Lazard as to the contents of this announcement.

Cavendish, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Trive and Bidco and for no one else in connection with the Acquisition and will not be responsible to anyone other than Trive and Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Cavendish nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this announcement.

Liberum Capital Limited, 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.

Further information

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 contains 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

This announcement has been prepared in accordance with, and for the purposes of complying with, English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

The availability of the Acquisition to TEG Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom 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 United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting 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 are contained in the Scheme 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 this announcement and all such documents relating to the Acquisition (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them 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, email 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.

The Acquisition is 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.

Additional information for US investors

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 rules or the proxy solicitation rules under the US Securities Exchange Act of 1934. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.

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 would be made in compliance with applicable US laws and regulations.

The financial information included in this announcement and the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) has been prepared in accordance with generally accepted accounting standards applicable in the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

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

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

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Securities Exchange Act of 1934, Trive, its 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 US, 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 US Securities Exchange Act of 1934, Cavendish will continue to act as an exempt principal trader in TEG Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would 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 at www.londonstockexchange.com.

Forward‑looking statements

This announcement (including information incorporated by reference into 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 with respect 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 the 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 have been 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 of the Acquisition 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, any 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.

Publication on website

In accordance with Rule 26 of the Takeover Code, a copy of this announcement will be made available free of charge, 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 first Business Day following the date of this announcement.

For the avoidance of doubt, neither the content of TEG's website, nor of any other website accessible from hyperlinks, are incorporated by reference or form part of this announcement.

No profit forecasts, profit 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.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, TEG Shareholders, persons with information rights and participants in the TEG Share Plan may request a hard copy of this announcement by contacting TEG's registrars, Computershare Investor Services plc during business hours (8:30 a.m. to 5:30 p.m.) on [phone] (if calling from outside of the UK, please ensure the country code is used) or by submitting a request in writing to Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.

For any of such persons who receive a copy of this announcement in electronic form, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. 

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 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures 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 the figures that precede them.

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.

 

END