TIDMSTR TIDMRNK
RNS Number : 1932N
Stride Gaming PLC
20 September 2019
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 OF
SUCH JURISDICTION
20 September 2019
RECOMMED CASH OFFER
for
STRIDE GAMING PLC ("STRIDE")
by
THE RANK GROUP PLC ("RANK")
SATISFACTION OF UKGC CONDITION, COURT HEARING DATE AND OFFER
TIMETABLE
On 31 May 2019, the Directors of Stride announced that they had
reached agreement on the terms of a recommended cash offer for
Stride by Rank Digital Holdings Limited ("Rank BidCo"), a
wholly-owned subsidiary undertaking of Rank, to be effected by
means of a Court-sanctioned scheme of arrangement under Article 125
of the Companies (Jersey) Law 1991 (the "Scheme"). On 24 July 2019,
Stride announced that at the Court Meeting and the General Meeting
convened in relation to the proposed Scheme, all the proposed
resolutions were duly passed by the requisite majorities.
Stride and Rank are pleased to announce that the UKGC has given
notice in writing that it has determined to approve the Offer and,
as such, the relevant condition to the Offer has therefore been
satisfied.
Stride is pleased to confirm that the Court Hearing for the
consideration and sanction of the Scheme by the Court is due to
take place at the Royal Court of Jersey, Royal Court Building,
Royal Square, St Helier Jersey JE1 1BA at 2.30 p.m. on 2 October
2019. Stride will announce through a Regulatory Information Service
the outcome of the Court Hearing.
The Scheme remains conditional on the sanction of the Court and
the satisfaction or, where applicable, the waiver of the other
Conditions (as set out in the Scheme Document). Should the Court
sanction the Scheme, the Scheme is currently expected to become
Effective on 4 October 2019. An updated Expected Timetable of
Principal Events is set out below.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The last day of dealings in, and registration of transfers of,
Stride Shares (other than the registration of the transfer of the
Scheme Shares to Rank pursuant to the Scheme) on AIM is expected to
be on 3 October 2019 and no transfers will be registered after the
Scheme Record Time, which is expected to be 6.00 p.m. on 3 October
2019. It is also intended that dealings in Stride Shares will be
suspended on 4 October 2019. Stride has made an application to AIM
for the cancellation of the admission to trading of Stride Shares
on AIM, which is expected to take effect at 8.00 a.m. on 7 October
2019.
The following indicative timetable sets out the expected dates
for implementation of the Scheme.
Event Time and/or date
Court Hearing to sanction the Scheme 02 October 2019
Last day of dealings in and for 03 October 2019
the registration of transfers of
Stride Shares
Suspension of dealings in and disablement 5.00 p.m. on 03 October
in CREST of Stride Shares 2019
Scheme Record Time 6.00 p.m. on 03 October
2019
Effective Date of the Scheme 04 October 2019
Cancellation of admission to trading 8.00 a.m. on 07 October
of Stride Shares 2019
Despatch of cheques/settlement through By no later than 18 October
CREST and consideration payable 2019
under the Offer
These times and dates are indicative only and will depend, among
other things, on the date on which: (i) the Court sanctions the
Scheme; and (ii) the Court Order sanctioning the Scheme is
delivered to the Registrar of Companies. Stride will give notice of
the change(s) by issuing an announcement through a Regulatory
Information Service and, if required by the Panel, send notice of
the change(s) to Stride Shareholders and other persons with
information rights and, for information only, to holders of options
under the Stride LTIP.
Defined terms used but not defined in this announcement have the
meaning given to them in the scheme circular sent to Stride
Shareholders on 28 June 2019.
Enquiries:
Stride
+44 (0) 20 7284
Eitan Boyd - Chief Executive Officer 6080
Ronen Kannor - Chief Financial Officer
Investec (Sole Financial Adviser, Nominated
Adviser and Broker to Stride)
+44 (0) 20 7597
Chris Treneman 5970
Edward Thomas
David Anderson
Dan Oldham
Hudson Sandler (PR Adviser to Stride)
+44 (0) 20 7796
Alex Brennan 4133
Bertie Berger
Rank
+44 (0) 1628 504
John O'Reilly - Chief Executive Officer 303
Bill Floydd - Chief Financial Officer
Sarah Powell - Investor Relations
Evercore (Financial Adviser to Rank)
+44 (0) 20 7653
Edward Banks 6000
Julien Baril
FTI Consulting LLP (PR Adviser to Rank)
+44 (0) 20 3727
Edward Bridges 1067
+44 (0) 20 3727
Alex Beagley 1045
Peel Hunt (Corporate Broker to Rank)
+44 (0) 20 7418
Dan Webster 8900
Goodbody (Corporate Broker to Rank)
+44 (0) 20 3841
Charlotte Craigie 6202
IMPORTANT NOTICES
Important notices relating to financial advisers
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Stride and no one else in
connection with the Offer and/or the other matters referred to in
this announcement and the Scheme Document, and will not be
responsible to anyone other than Stride for providing the
protections afforded to the clients of Investec or for providing
advice in connection with the Offer, the contents of this
announcement or any matter or arrangement referred to herein.
Neither Investec nor any of its subsidiaries, branches or
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 Investec in connection with the Offer, for this announcement,
any statement contained herein or otherwise.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Rank and no one else in
connection with the Offer, the other matters referred to in this
announcement and the Scheme Document, and will not be responsible
to anyone other than Rank for providing the protections afforded to
clients of Evercore, nor for providing advice in connection with
the Offer or any matter or arrangement referred to herein. Neither
Evercore nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statue or otherwise) to any person who is not a client of Evercore
in connection with the Offer or any statement contained herein or
otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Rank and no one else in connection with the Offer,
the other matters referred to in this announcement and the Scheme
Document, and will not be responsible to anyone other than Rank for
providing the protections afforded to clients of Peel Hunt or for
providing advice in connection with the Offer or any matter or
arrangement referred to herein.
Goodbody Stockbrokers UC ("Goodbody"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Rank and no one else in connection with
the Offer, the other matters referred to in this announcement and
the Scheme Document, and will not be responsible to anyone other
than Rank for providing the protections afforded to clients of
Goodbody or for providing advice in connection with the Offer or
any matter or arrangement referred to herein.
Publication on a website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Stride's and Rank's websites at
www.stridegaming.com and www.rank.com, respectively, by no later
than 12.00 p.m. on the Business Day following this announcement.
Neither the contents of Stride's website, nor those of Rank's
website, nor those of any other website accessible from hyperlinks
on either Stride's or Rank's website, are incorporated into or form
part of this announcement
Request for hard copies
Stride Shareholders may request a hard copy of this announcement
(and any information incorporated by reference in this
announcement) by writing to Link Asset Services of 34 Beckenham
Road, Beckenham, Kent, BR3 4TU or by calling 0871 664 0300. Calls
cost 12 pence per minute plus your phone company's access charge.
If calling from outside the UK please call +44 371 664 0300. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open 9.00 am to 5.30 pm Monday to
Friday excluding public holidays in England and Wales). It is
important that you note that unless you make such a request, a hard
copy of this announcement and any such information incorporated by
reference in it will not be sent to you. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Offer should be in hard copy form.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPEAKNEASDNEFF
(END) Dow Jones Newswires
September 20, 2019 13:00 ET (17:00 GMT)
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