TIDMLETS
RNS Number : 6805Y
Let's Explore Group PLC
09 May 2023
9 May 2023
Let's Explore Group PLC
(the "Company" or the "Group")
Proposed Tender Offer to purchase up to 282,953,968 Shares at a
Tender Price of 4.75 pence per Share and Notice of General
Meeting
As previously referenced, most recently within the Company's
2022 Final Results announcement published on 4 May 2023, Let's
Explore Group PLC is pleased to announce that a circular (the
"Circular") will be sent to Shareholders later today detailing a
Tender Offer for up to a maximum of 282,953,968 Shares representing
approximately 65 per cent. of the Company's expected share capital
on the Record Date at the Tender Price of 4.75 pence per Share.
In addition, the Circular sets out short-term Loan Agreements
that the Company has entered into with three Directors of the
Company, Martin Higginson, David Marks and Daniel Wortley, to allow
each of them to exercise their respective Director Options in full.
The provision of the each of the Loans has been approved by the
Board (with each of David Marks, Daniel Wortley and Martin
Higginson abstaining from approving their own Loans) and will
require the approval of Shareholders at the General Meeting.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in Part II of the Circular and
in the Definitions set out below.
The Circular sets out the terms of the Loan Agreements and
Tender Offer and incorporates a notice of a General Meeting to be
held at 10 a.m. on 26 May 2023 at the offices of Cenkos at 6-8
Tokenhouse Yard, London EC2R 7AS. A Tender Form for use by
Shareholders who hold their Shares in certificated form in
connection with the Tender Offer is also being despatched with the
Circular.
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the UK version
of the EU Market Abuse Regulation (2014/596) which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented from time to time.
Enquiries:
For further information please visit www.letsexploregroup.com/ , or contact:
Let's Explore Group Martin Higginson investors@letsexploregroup.com
plc David Marks
Cenkos Securities Adrian Hadden Tel + 44 (0) 207 7397 8900
plc Charlie Combe
(Nomad and Sole Broker)
1. Introduction
This announcement sets out the background to and reasons for the
Tender Offer to purchase Shares and why the Board believes the
Tender Offer to be in the best interests of Shareholders as a whole
as well as the background and reasons for the Loan Agreements and
why the Board believes each of them to be in the best interests of
the Shareholders as a whole.
The Tender Offer is being made available to all Eligible
Shareholders who are on the Register on the Record Date, with the
exception of holders in certain overseas jurisdictions.
Shareholders can decide whether they want to tender their Basic
Entitlement, some of their Basic Entitlement or none of their
Shares at a fixed price of 4.75 pence per Share representing a
premium of 28.4 per cent. to the closing price of 3.7 pence per
share on the Last Practicable Date.
The Tender Offer is being made by Cenkos as principal (and not
as agent, nominee or trustee) on the basis that all Shares that it
buys under the Tender Offer will be subsequently purchased from it
by the Company pursuant to the terms of the Put/Call Option
Agreement.
The Board is making no recommendation to Eligible Shareholders
in relation to their participation in the Tender Offer. However,
Shareholders should note that the members of the Concert Party
(including the Directors) which represents approximately
106,137,532 Shares (24.38%) of the issued share capital[1] have
undertaken to the Company to tender their Basic Entitlements for
participation in the Tender Offer to ensure that their respective
percentage holding in the Company's issued share capital will not
increase following the Tender Offer. The Board is unanimously
recommending Shareholders to vote in favour of the Resolutions to
be proposed at the General Meeting, as the Directors intend to do
in respect of their own beneficial holding of Shares.
The General Meeting that will be held at the offices of Cenkos
at 6-8 Tokenhouse Yard, London EC2R 7AS at 10 a.m. on 26 May 2023
is to consider the Resolutions that will be put to
Shareholders.
Shareholders should note that, unless the On-Market Buy Back
Resolution is approved at the General Meeting the Tender Offer will
not take place. If any of the DM Resolution, the DW Resolution or
the MH Resolution is not approved then the Company will not be able
to provide, the DM Loan, the DW Loan or the MH Loan
respectively.
2. Background to the Tender Offer
On 1 March 2023, the Company announced that the LBE Sale had
completed and the intention to return up to GBP12.5m to
shareholders via a tender offer process.
It is anticipated that the Capital Reduction will become
effective on or around 9 May 2023. Companies House currently has a
backlog of filings that need to be registered and this is now the
earliest date that they have advised that the Capital Reduction
will become effective.
Following the LBE Sale and as stated in the final results for
the year ended 31 December 2022, the Company now has a strong
balance sheet with circa GBP19m of cash on hand and a further
$1.25m plus interest due to be received from the buyer of the LBE
business in February 2024.
The Directors believe that following completion of the Tender
Offer, the Company will be well placed to pursue new
opportunities.
The Company has retained the home based entertainment (HBE)
division, encompassing both the Let's Explore and Vodiac products,
and will seek to take advantage of the strong trading over the
strong seasonal periods whilst not over-committing Group cash
resources to stock buying.
However, the main focus over the coming months with the Tender
Offer completed, will be to find a suitable opportunity for the
Group, which the Directors expect to become the Group's principal
activity. The Directors believe that the Company's AIM listing,
experienced management team and cash resources could be attractive
to a growing business in need of development capital, especially
whilst the equity markets remain challenging.
3. The Tender Offer
Full details of the Tender Offer, including the terms and
conditions on which it is being made, are set out in Part VI of the
Circular and, in relation to Eligible Shareholders holding Shares
in a certificated form, on the Tender Form to be sent to Eligible
Shareholders who hold their Shares in certificated form.
The Tender Offer is conditional upon the satisfaction of the
Conditions specified in Part VI of the Circular.
The Tender Offer involves the following:
-- The Tender Offer is being made to Eligible Shareholders
(other than certain Overseas Shareholders) by Cenkos for the
purchase of the Tender Offer Shares. Under the Tender Offer, each
Eligible Shareholder is entitled to have their shareholding
purchased by Cenkos at the Tender Price (4.75 pence per Share) up
to that Eligible Shareholder's Basic Entitlement.
-- The Tender Offer is being made at a premium of 28.4 per cent.
to the closing price of 3.7 pence per share on the Last Practicable
Date.
-- Eligible Shareholders (other than certain Overseas
Shareholders) will be able to decide to tender their Basic
Entitlement, some of their Basic Entitlement or none of their
Shares within the overall limits of the Tender Offer.
-- All Shares validly tendered by any Eligible Shareholder up to
their Basic Entitlement will be accepted in full.
-- Eligible Shareholders who hold their Shares in certificated
form will each receive a personalised Tender Form which will
include that Shareholder's Basic Entitlement calculated by the
Registrars. If Eligible Shareholders wish to tender a different
number of Shares to their Basic Entitlement, insert such number of
Shares in the spaces provided on the Tender Form (Box 1b).
-- Eligible Shareholders who hold their Shares in uncertificated
form (i.e. in CREST) and who wish to tender their Basic Entitlement
should send a TTE Instruction through CREST to the member account
set out in paragraph 3.3 of Part VI of the Circular. The Receiving
Agent will calculate Eligible Shareholders' Basic Entitlement on
the Record Date and return any excess Shares. If Eligible
Shareholders wish to tender a different number of Shares up to
their Basic Entitlement, they should send a TTE Instruction through
CREST to the same member account specifying such number of Shares
that they wish to tender.
-- The Tender Offer is subject to the Conditions set out in Part
VI of the Circular being fulfilled. Following completion of the
Tender Offer, the Company's issued share capital will be reduced to
152,359,829 Shares, assuming the Tender Offer is taken up in
full[2].
-- All successfully tendered Shares purchased by Cenkos will be
purchased from Cenkos by the Company pursuant to the terms of the
Put/Call Option Agreement and will be immediately cancelled and
will not rank for any future dividends.
-- There is no guarantee that the Tender Offer will take place.
The Tender Offer will not proceed if any of the Conditions are not
satisfied or if it is withdrawn in accordance with its terms by the
Company at any point prior to the announcement of the results of
the Tender Offer. The non-fulfilment of the any of the Conditions
would mean that the Tender Offer could not be implemented and that
the Company would have to bear the abortive costs of making the
Tender Offer.
-- All rights of Eligible Shareholders who choose not to tender
their Shares will be unaffected, however, the reduction in the
Company's issued share capital may result in a reduction in the
liquidity of the Shares on the secondary market.
4. The Concert Party and Takeover Code
As a public company which has its registered office or place of
management and control in the UK, the Company is subject to the
Takeover Code.
Under Rule 9 of the Takeover Code, any person who acquires,
whether by a series of transactions over a period of time or not,
an interest in shares (as defined in the Takeover Code) which when
taken together with shares already held by him/her or held or
acquired by persons acting in concert with him/her, carry 30% or
more of the voting rights of a company which is subject to the
Takeover Code or is interested in 30% or more but does not hold
more than 50% of the shares carrying voting rights of such a
company and acquires an interest in any additional shares carrying
voting rights of that company, is normally required to make a
general cash offer to all the remaining shareholders of the company
to acquire their equity shares and transferable securities carrying
voting rights in the company. An offer under Rule 9 of the Takeover
Code must be in cash at the highest price paid by the person or the
group of persons acting in concert in the preceding 12 months.
Under Rule 37.1 of the Takeover Code, when a company purchases
its own voting shares, a resulting increase in the percentage of
shares carrying voting rights in which a person or group or person
acting, or presumed to be acting, in concert is interested will be
treated as an acquisition for the purpose of Rule 9. A shareholder
not acting in concert with the directors will not normally incur an
obligation to make a general offer under Rule 9 if, as a result of
the purchase of its own shares by a company, they come to exceed
the percentage limits set out in Rule 9. However, this exception
will not normally apply when a shareholder (or any relevant member
of a group of persons acting in concert) not acting, or presumed to
be acting, in concert with any one or more of the directors has
acquired an interest in shares at a time when he had reason to
believe that such a purchase of its own shares by the company would
take place.
If any member of the Concert Party does not tender their Basic
Entitlement in the Tender Offer, the holding of the Concert Party
would increase beyond the interest they currently have of 22.58% of
the Voting Share Capital. Therefore to remove the risk that the
Concert Party may need to make an offer under Rule 9 of the
Takeover Code, each member of the Concert Party except one
Shareholder, who holds 37,749 Shares representing 0.01 per cent. of
the Voting Share Capital, has undertaken to tender their Basic
Entitlements in the Tender Offer.
The Panel have confirmed to the Company that if any member(s) of
the Concert Party do not participate in the Tender Offer to the
extent of their Basic Entitlements and the holding of the Concert
Party rises above 30% of the Voting Share Capital then the
member(s) of the Concert Party who did not participate would be
obligated to make a mandatory offer under Rule 9 of the Takeover
Code at the highest price that Shares have been bought by any
Concert Party member in the previous 12 months. The obligation to
make a mandatory offer under Rule 9 of the Takeover Code would also
fall on any party the Panel considered or deemed to be a leader of
the Concert Party.
Cenkos will purchase, as principal (and not as agent, nominee or
trustee), Shares under the Tender Offer which could result in
Cenkos acquiring an interest in Shares carrying 50 per cent. or
more of the Voting Share Capital. Promptly following such purchase,
under the terms of the Put/Call Option Agreement, Cenkos will sell
all the Exit Shares to the Company and the Company will buy and
thereafter cancel all such Shares.
The Panel on Takeovers and Mergers have confirmed that Cenkos
will not be required to make a mandatory offer pursuant to Rule 9
of the Takeover Code in respect of the of the Shares purchased by
Cenkos under the Tender Offer.
5. Loans
Following the LBE Sale and the significant change to the
composition of the Company, going forward the Board believes the
current outstanding option arrangements are no longer appropriate.
Accordingly, it is proposed that the holders of the outstanding
options should exercise these options and tender the resulting
Shares into the Tender Offer.
In order to facilitate this process, the Company is proposing to
lend to David Marks, Daniel Wortley and Martin Higginson, all
directors of the Company, the DM Loan, the DW Loan and the MH Loan,
respectively to allow each of them to exercise the DM Options, the
DW Options and the MH Options, as appropriate. This will allow each
of them to sell the Shares, pro rata, granted by the DM Options,
the DW Options and the MH Options pursuant into the Tender Offer.
Each of the Loans will be repaid out of the proceeds each of David
Marks, Daniel Wortley and Martin Higginson receives from the Tender
Offer.
On 5 May 2023, the Company entered into each of the DM Loan
Agreement, the DW Loan Agreement and the MH Loan Agreement,
conditional on passing of the DM Loan Resolution, the DW Loan
Resolution and the MH Resolution and the provision of the each of
the Loans has been approved by the Board (with each of David Marks,
Daniel Wortley and Martin Higginson abstaining from approving their
own Loans) and will require the approval of Shareholders at the
General Meeting. Each of the Option Directors will exercise their
respective Director Options in full and will tender their full pro
rata entitlement (being 65%) of such new Shares into the Tender
Offer. The proceeds will be used to repay the Loans and any
taxation arising on the exercise of the Director Options.
However, pursuant to the CA 2006, unless a transaction has been
approved by the members of the Company, the Company may not make a
loan to a director hence the requirement to seek Shareholder
approval for these loans.
A summary of each of the Loan Agreements is set out below:
DM Loan Agreement
The DM Loan Agreement provides that the Company will lend to
David Marks the DM Loan of GBP260,932.43 for the sole purpose of
exercising the DM Options, conditional upon Shareholders passing
the DM Loan Resolution. Interest is to be paid on the DM Loan at
the rate of 8% per annum and will be paid along with the DM Loan on
the earlier of the settlement of the Tender Offer proceeds and 30
June 2023 and otherwise on demand by the Company. The DM Loan is
unsecured.
DW Loan Agreement
The DW Loan Agreement provides that the Company will lend to
Daniel Wortley the DW Loan of GBP94,884.50 for the sole purpose of
exercising the DW Options, conditional upon Shareholders passing
the DW Loan Resolution. Interest is to be paid on the DW Loan at
the rate of 8% per annum and will be paid along with the DW Loan on
the earlier of the settlement of the Tender Offer proceeds and 30
June 2023 and otherwise on demand by the Company. The DW Loan is
unsecured.
MH Loan Agreement
The MH Loan Agreement provides that the Company will lend to
Martin Higginson the MH Loan of GBP403,259.23 for the sole purpose
of exercising the MH Options, conditional upon Shareholders passing
the MH Loan Resolution. Interest is to be paid on the MH Loan at
the rate of 8% per annum and will be paid along with the MH Loan on
the earlier of the settlement of the Tender Offer proceeds and 30
June 2023 and otherwise on demand by the Company. The MH Loan is
unsecured.
Memoranda for each of the Loan Agreements containing details of
the nature of the transaction, the amount of each Loan, the purpose
for which it is required and the extent of the Company's liability
under the Loan Agreements will be available for inspection at
Cumberland Court 80 Mount Street Nottingham NG1 6HH for a period of
not less than 15 days ending with the date of the General
Meeting.
The Company is seeking approval of the Loan Resolutions, without
which the Loans cannot be made.
6. UK Taxation
Eligible Shareholders who sell Shares pursuant to the Tender
Offer should be treated as having sold their Shares in the normal
way. Shareholders may, depending on their individual circumstances,
incur a liability to taxation on capital gains. Shareholders
benefitting from EIS tax relief who have held their Shares for less
than three years may be subject to EIS tax relief clawback whether
they participate in the Tender Offer or not. Further information on
certain UK taxation consequences of the Tender Offer is set out in
Part VII of the Circular.
Eligible Shareholders who are in any doubt as to their tax
position or who are subject to tax in a jurisdiction other than the
UK should consult an appropriate professional adviser.
7. Overseas Shareholders
Eligible Shareholders with registered or mailing addresses
outside the UK, or who are citizens or nationals of, or resident
in, a jurisdiction other than the UK, should read paragraph 9 of
Part VI of the Circular and the relevant provisions of the Tender
Form. It is the responsibility of all Overseas Shareholders to
satisfy themselves as to the observance of any legal requirements
in their jurisdiction, including, without limitation, any relevant
requirements in relation to the ability of such holders to complete
and return a Tender Form.
8. Put/Call Option Agreement
The Company and Cenkos entered into a conditional Put/Call
Option Agreement on 5 May 2023 granting put and call options in
respect of the Shares purchased by Cenkos pursuant to the Tender
Offer. Pursuant to the exercise of either option, the Company will
purchase from Cenkos and Cenkos will sell to the Company,
on-market, such number of Shares as Cenkos shall purchase pursuant
to the Tender Offer, at an aggregate price equal to the amount paid
by Cenkos for the Exit Shares. In acquiring Exit Shares pursuant to
valid tenders made in the Tender Offer and in selling such Exit
Shares to the Company, Cenkos will act as principal (and not as
agent, nominee or trustee).
The Put/Call Option Agreement, which is stated not to create a
relationship of agency between Cenkos and the Company, is governed
by and construed in accordance with English Law.
The Company will also be liable to pay the fees, costs and
expenses of Cenkos under the terms of the engagement of Cenkos by
the Company in connection with the Tender Offer.
9. General Meeting and Resolutions
Under the CA 2006, the Company will require authority from
Shareholders to purchase Shares under the Tender Offer and to enter
into the Loan Agreements. The Notice of General Meeting to seek
such authority is set out in Part IX of the Circular.
The General Meeting will take place at the offices of Cenkos at
6-8 Tokenhouse Yard, London EC2R 7AS at 10 a.m. on 26 May 2023. At
the General Meeting, the Resolutions set out in Part IX of the
Circular will be proposed to Shareholders.
Resolutions 1-3 (inclusive) are ordinary resolutions and will be
passed if more than 50% of the votes cast (in person or by proxy)
at the General Meeting are in favour of each resolution. Resolution
4 is a special resolution and will be passed if 75% or more of the
votes cast (in person or by proxy) at the General Meeting are in
favour of it.
The Resolutions are summarised below:
Resolution 1- this is an ordinary resolution to approve the DM
Loan.
Resolution 2- this is an ordinary resolution to approve the DW
Loan.
Resolution 3- this is an ordinary resolution to approve the MH
Loan.
Resolution 4- this special resolution seeks to confer authority
for market purchases by the Company of up to 282,953,968 Shares.
This number represents 65% of the Voting Share Capital after taking
into account the buy backs of the Shares from Rodney Findley,
Kenneth Musen and Alasdair Ritchie and the impact on the issued
share capital if all options granted pursuant to the Share Option
Scheme have vested and become exercisable at a price of 2.5p per
Share and are exercised (resulting in an additional 40,800,344
Shares being issued) prior to the Record Date.
10. Action to be taken in respect of the Tender Offer
The procedure for tendering your Shares depends on whether your
Shares are held in certificated form or uncertificated form and is
summarised below.
(a) Shares held in certificated form
Eligible Shareholders who hold Shares in certificated form and
who wish to tender any or all of their Basic Entitlement should
complete the enclosed Tender Form in accordance with the
instructions printed thereon and in Part VI of the Circular and
return it by post or by hand (during normal business hours only) to
the Receiving Agent, Neville Registrars Limited, Neville House,
Steelpark Road, Halesowen B62 8HD. A pre-paid envelope is enclosed
for this purpose for holders in the UK only. Shareholders who hold
their Shares in certificated form should also return their share
certificate(s) and/or other document(s) of title in respect of the
Shares tendered. Tender Forms and share certificate(s) and/or other
document(s) of title must be received by the Receiving Agent as
soon as possible but in any event by no later than 1 p.m. on 2 June
2023.
(b) Shares held in uncertificated form
Eligible Shareholders who hold their Shares in uncertificated
form in CREST and who wish to tender any or all of their Basic
Entitlement should tender electronically through CREST so that the
TTE Instruction settles by no later than 1 p.m. on 2 June 2023.
Further details of the procedures for tendering and settlement are
set out in Part VI of the Circular.
Eligible Shareholders who do not wish to sell any Shares under
the Tender Offer do not need to take any action, either in relation
to the Tender Form or the sending of a TTE Instruction.
Eligible Shareholders are reminded that the Tender Offer is not
being made to certain Overseas Shareholders.
If you have any questions about the procedure for tendering
Shares or if you want help in completing and returning the Tender
Form, please call Neville Registrars Limited on 0121 585 1131.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9 a.m.
- 5 p.m., Monday to Friday excluding public holidays in England and
Wales. Please note that Neville Registrars Limited cannot provide
any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
Your attention is also drawn to the further information set out
in Parts V to VIII of the Circular.
11. Action to be taken in respect of the General Meeting
Shareholders will find a Form of Proxy enclosed with the
Circular for use at the General Meeting. Whether or not you intend
to be present at the General Meeting, you are requested to complete
and return the Form of Proxy in accordance with the instructions
printed thereon as soon as possible. To be valid, completed Forms
of Proxy must be received by the Company's Registrars, Neville
Registrars Limited, by not later than 10 a.m. on 24 May 2023, or 48
hours (excluding any part of a day that is not a Business Day)
before any adjourned General Meeting. Completion of the Form of
Proxy will not preclude you from attending the meeting and voting
in person if you so wish.
12. Related party transactions
The intentions and undertakings to participate in the Tender
Offer by all the Directors, is deemed to constitute a related party
transaction under AIM Rule 13. As all the Directors are
participating in the Tender Offer, Cenkos, the Company's nominated
adviser, confirms that it considers that the terms of the
transaction are fair and reasonable insofar as Shareholders are
concerned.
In addition, the Loans are deemed to constitute a related party
transaction under AIM Rule 13 due to Martin Higginson, David Marks
and Daniel Wortley being directors of the Company. The independent
directors comprising Nicholas Lee and Sir Robin Miller consider
that, having consulted with the Company's nominated adviser,
Cenkos, the terms of the Loans are fair and reasonable insofar as
Shareholders are concerned.
13. Recommendation
The Board unanimously recommends Eligible Shareholders to vote
in favour of the On-Market Buy Back Resolution to be proposed at
the General Meeting, as they intend to do in respect of their own
Basic Entitlements of beneficial holdings of Shares, representing
approximately 15.12 per cent. of the Voting Share Capital after
taking into account the buy backs of the Shares from Rodney
Findley, Kenneth Musen and Alasdair Ritchie and the impact on the
issued share capital if all options granted pursuant to the Share
Option Scheme have vested and become exercisable at a price of 2.5p
per Share and are exercised (resulting in an additional 40,800,344
Shares being issued) prior to the Record Date.
The Directors can make no recommendations to Eligible
Shareholders in relation to participation in the Tender Offer.
However, Eligible Shareholders should note that the Directors who
hold Shares intend to tender such amount that will ensure that
their percentage holding in the Company's issued share capital will
not increase following the Tender Offer
Whether or not Eligible Shareholders decide to tender all or any
of their Shares will depend on, among other things, their view of
the Company's prospects and their own individual circumstances,
including their tax position. The value of Shares may following the
Tender Offer be higher or lower than the Tender Price.
If you need advice in relation to the Tender Offer, you should
consult an independent financial adviser, authorised under the
Financial Services and Markets Act 2000, without delay.
The Board, including the independent directors comprising
Nicholas Lee and Sir Robin Miller, unanimously recommends
Shareholders to vote in favour of the Loan Resolutions (with David
Marks, Daniel Wortley and Martin Higginson abstaining from
recommending Shareholders to vote in favour with regard to their
own Loan Agreements) to be proposed at the General Meeting, as they
intend to do in respect of their own aggregate beneficial holdings
of Shares. The independent directors comprising Nicholas Lee and
Sir Robin Miller represent approximately 0.14 per cent. of the
Voting Share Capital after taking into account the buy backs of the
Shares from Rodney Findley, Kenneth Musen and Alasdair Ritchie and
the impact on the issued share capital if all options granted
pursuant to the Share Option Scheme have vested and become
exercisable at a price of 2.5p per Share and are exercised
(resulting in an additional 40,800,344 Shares being issued) prior
to the Record Date.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Tender Offer and 9 May 2023
publication of the Circular
Tender Offer Opens 9 May 2023
Latest time and date for receipt of 10 a.m. on 24 May 2023
Forms of Proxy for the General Meeting
General Meeting 10 a.m. on 26 May 2023
Closing Date - latest time and date 1 p.m. on 2 June 2023
for receipt of Tender Forms and settlement
of TTE Instruction(s)
Record Date for the Tender Offer 6 p.m. on 2 June 2023
Result of the Tender Offer Announced 5 June 2023
Despatch of cheques for Tender Offer by 19 June 2023
consideration in respect of certificated
Shares sold under the Tender Offer
and any balance certificates in respect
of any unsold certificated Shares
CREST accounts credited with Tender by 19 June 2023
Offer consideration and any unsold
uncertificated Shares
DEFINITIONS
The following definitions apply throughout the Circular and the
accompanying Form of Proxy unless the context otherwise
requires:
"Act" Companies Act 2006;
"AIM" AIM, a market operated by the London
Stock Exchange plc;
"Basic Entitlement" 65% (rounded down to the nearest
whole number of Shares) of the Shares
held by an Eligible Shareholder;
"Board" or "Directors"
the directors of the Company or
any duly appointed committee thereof;
"Business Day" a day on which the clearing banks
and foreign exchange markets settle
payments and are open for general
business in London;
"CA 2006" the Companies Act 2006, as amended;
"Capital Reduction" the cancellation of the Share Premium
Account to create distributable
reserves of the Company for the
purposes of implementing the Tender
Offer, approved by the Court on
25 April 2023 and now expected to
be effected on or around 9 May 2023;
"Cenkos" Cenkos Securities plc;
"certificated" or "in certificated a share or other security which
form" is not in uncertificated form, not
in CREST;
"Circular" the document sent to Shareholders
on 9 May 2023;
"Closing Date" 1 p.m. (UK time) on 2 June 2023,
the date on which the Tender Offer
closes, unless extended in accordance
with the terms set out in the Circular;
"Company" or "LEG" Let's Explore Group plc, a company
incorporated in England and Wales
with registered number 10964782;
"Concert Party" Alexander Davies, Leonie Dobbie,
William Dobbie, Peter Edmondson,
Dimitrios Georgiou, John Hepworth,
Mark Hepworth, Paul Hepworth, Martin
Higginson, Samuel Higginson, Nicholas
Lee, Garry Lucas, David Marks, Megafone
(UK) Limited Retirement Benefit
Scheme, Sir Robin Miller, Napier
Brown Holdings Limited, Emma Stanyon,
Daniel Wortley, York House Investment
Company Limited;
"Conditions" the conditions set out in paragraph
2 of Part VI of the Circular;
"Court" the High Court of Justice in England
and Wales;
"CREST" the relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations);
"CREST Member" a person who has been admitted by
Euroclear as a system-member (as
defined in the CREST Regulations);
"CREST Participant" a person who is, in relation to
CREST, a system-participant (as
defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (as amended);
"CREST Sponsor" a CREST Participant admitted to
CREST as a CREST sponsor, being
a sponsoring system-participant
(as defined in the CREST Regulations);
"CREST Sponsored Member" a CREST member admitted to CREST
as a sponsored member;
"CTA 2010" the Corporation Tax Act 2010, as
amended;
"DM Loan" the sum of GBP260,932.43;
"DM Loan Agreement" the loan agreement dated 5 May 2023,
entered into by David Marks and
the Company whereby the Company
lends to David Marks the DM Loan,
conditional upon the passing of
the DM Loan Resolution, for the
sole purpose of satisfying the exercise
price for the DM Share Options;
"DM Loan Resolution" the ordinary resolution to be proposed
at the General Meeting in relation
to the proposed DM Loan which is
set out in full in the Notice of
General Meeting at resolution numbered
1;
"DM Share Options" options granted to David Marks pursuant
to the Share Option Scheme in relation
to 10,437,297 Shares;
"DW Loan" the sum of GBP94,884.50;
"DW Loan Agreement" the loan agreement dated 5 May 2023,
entered into by Daniel Wortley and
the Company whereby the Company
lends to Daniel Wortley the DW Loan,
conditional upon the passing of
the DW Loan Resolution, for the
sole purpose of satisfying the exercise
price for the DW Share Options;
"DW Loan Resolution" the ordinary resolution to be proposed
at the General Meeting in relation
to the proposed DW Loan which is
set out in full in the Notice of
General Meeting at resolution numbered
2;
"DW Share Options" options granted to Daniel Wortley
pursuant to the Share Option Scheme
in relation to 3,795,380 Shares;
"Director Options" each of the DM Share Options, DW
Share Options and MH Share Options;
"Eligible Shareholder" a Shareholder on the Register on
the Record Date and not within a
Restricted Territory;
"Escrow Agent" Neville Registrars Limited;
"Euroclear" Euroclear UK & International Limited;
"Exit Share" a Share which has been validly tendered
for purchase pursuant to the terms
of the Tender Offer;
"Form of Proxy" the form of proxy accompanying the
Circular relating to the General
Meeting;
"FSMA" the Financial Services and Markets
Act 2000, as amended;
"General Meeting" the general meeting of the Company,
notice of which is set out at the
end of the Circular and including
any adjournment(s) thereof;
"Group" the Company and its subsidiaries and
subsidiary undertakings (in each case
as defined in the Act);
"HMRC" HM Revenue & Customs;
"ITA" the Income Tax Act 2007, as amended;
"LBE Sale" the sale of the entire issued share
capital of Immotion Studios Limited
and Immotion VR Limited and the entirety
of the common stock C.2K Entertainment
Inc. comprising the location based entertainment
business previously owned by the Company,
pursuant to a share purchase agreement
dated 1 February 2023 entered into between
(1) the Company, (2) Let's Explore VR
Limited (previously known as Let's Explore
Group Limited and Immotion Limited)
and (3) LBE Bidco, Inc.;
"Last Practicable Date" 5 May 2023, being the last practicable
date prior to the date of the Circular;
"Loans" DM Loan, the DW Loan and the MH Loan
made pursuant to the DM Loan Agreement,
DW Loan Agreement and MH Loan Agreement,
respectively;
"Loan Agreements" the DM Loan Agreement, the DW Loan Agreement
and the MH Loan Agreement;
"Loan Resolutions" the DM Loan Resolution, DW Loan Resolution
and the MH Loan Resolution;
"MH Loan" the sum of GBP403,259.23;
"MH Loan Agreement" the loan agreement dated 5 May 2023,
entered into by Martin Higginson and
the Company whereby the Company lends
to Martin Higginson the MH Loan, conditional
upon the passing of the MH Loan Resolution,
for the sole purpose of satisfying the
exercise price for the MH Share Options;
"MH Loan Resolution" the ordinary resolution to be proposed
at the General Meeting in relation to
the proposed MH Loan which is set out
in full in the Notice of General Meeting
at resolution numbered 3;
"MH Share Options" options granted to Martin Higginson
pursuant to the Share Option Scheme
in relation to 16,130,369 Shares;
"Member Account ID" the identification code or number attached
to any member account in CREST;
"Notice of General Meeting" the notice of General Meeting, set out
in Part IX of the Circular;
"On-Market Buy Back Resolution" the special resolution to be proposed
at the General Meeting in relation to
the proposed on-market buy back which
is set out in full in the Notice of
General Meeting at resolution numbered
4;
"Option Directors" each of David Marks, Daniel Wortley
and Martin Higginson;
"Overseas Shareholder" a Shareholder who is resident in, or
a citizen of, a jurisdiction outside
the UK;
"Participant ID" the identification code or membership
number used in CREST to identify a particular
CREST Member or other CREST Participant;
"Put/Call Option Agreement" the agreement dated 5 May 2023 entered
into between the Company and Cenkos
containing put and call options for
the sale by Cenkos to the Company as
a market purchase (as defined in CA
2006), on AIM, of the Exit Shares purchased
by Cenkos pursuant to the Tender Offer;
"Receiving Agent" Neville Registrars Limited, in its capacity
as receiving agent for the purposes
of the Tender Offer;
"Record Date" 6 p.m. (UK time) on 2 June 2023;
"Register" the register of members of the Company;
"Registrars" Neville Registrars Limited, registrars
to the Company;
"Remuneration Committee" the remuneration committee of the Company
comprising Sir Robin Miller and Nicholas
Lee;
"Resolutions" the Loan Resolutions and the On-Market
Buy Back Resolution;
"Restricted Territory" or United States of America, Canada, Australia,
"Restricted Territories" Republic of South Africa, Japan or any
jurisdiction in which the distribution
of the Circular may be restricted by
law;
"Shareholders" holders of Shares;
"Share Premium Account" the share premium account of the Company;
"Share Option Scheme" the Company's share option scheme adopted
by shareholders on 9 July 2018;
"Shares" ordinary shares of 0.040108663 pence
each in the capital of the Company;
"Sterling" or "GBP" pounds sterling, being the lawful currency
of the UK;
"Takeover Code" the City Code on Takeovers and Mergers
published by the Takeover Panel (as
amended from time to time)
"Takeover Panel" the Panel on Takeovers and Mergers;
"Tender Form" the election to participate in the Tender
Offer form accompanying Shareholders'
copies of the Circular for use by Shareholders
who hold their Shares in certificated
form in connection with the Tender Offer;
"Tender Offer" the proposed invitation by Cenkos to
Shareholders (other than certain Overseas
Shareholders) to tender Shares on the
terms and subject to the conditions
set out in the Circular and, in the
case of Shares held in certificated
form, the Tender Form;
"Tender Offer Shares" up to 65% of the Voting Share Capital;
"Tender Price" 4.75 pence, being the price per Share
at which the Shares will purchased pursuant
to the Tender Offer;
"TFE Instruction" a transfer from escrow instruction (as
defined in the CREST manual issued by
Euroclear);
"TTE Instruction" a transfer to escrow instruction (as
defined in the CREST manual issued by
Euroclear);
"uncertificated" or "in uncertificated recorded on the Register as being held
form" in uncertificated form in CREST and
title to which, by virtue of the CREST
Regulations, may be transferred by means
of CREST;
"UK" the United Kingdom of Great Britain
and Northern Ireland;
"Voting Share Capital" ([3]) Shares comprising the entire issued
share capital of the Company, as at
the Record Date.
[1] This takes into account the buy backs of the Shares from
Rodney Findley, Kenneth Musen and Alasdair Ritchie and the impact
on the issued share capital if all options granted pursuant to the
Share Option Scheme have vested and become exercisable at a price
of 2.5p per Share and are exercised (resulting in an additional
40,800,344 Shares being issued) prior to the Record Date.
[2] This takes into account the buy backs of the Shares from
Rodney Findley, Kenneth Musen and Alasdair Ritchie and the impact
on the issued share capital if all options granted pursuant to the
Share Option Scheme have vested and become exercisable at a price
of 2.5p per Share and are exercised (resulting in an additional
40,800,344 Shares being issued) prior to the Record Date.
[3] This takes into account the buy backs of the Shares from
Rodney Findley, Kenneth Musen and Alasdair Ritchie and the impact
on the issued share capital if all options granted pursuant to the
Share Option Scheme have vested and become exercisable at a price
of 2.5p per Share and are exercised (resulting in an additional
40,800,344 Shares being issued) prior to the Record Date.
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END
TENUWUARORUVRUR
(END) Dow Jones Newswires
May 09, 2023 02:00 ET (06:00 GMT)
Let's Explore (LSE:LETS)
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