26th Nov 2009 11:05
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
26 November 2009
Recommended Acquisition
by
Patron Sports Leisure S.a.r.l. (a company indirectly owned by Patron Capital L.P. III)
of
Powerleague Group plc
Court sanction of Scheme and confirmation of Capital Reduction
Powerleague Group plc ("Powerleague" or the "Company") announces that the High Court of Justice has today made an order sanctioning the Scheme by which Patron Sports Leisure's Acquisition of Powerleague is being implemented and confirming the reduction of Powerleague's share capital (save for the Excluded Shares) in connection with the Scheme.
The Scheme will become Effective upon the Court Order being delivered to the Registrar of Companies (and the registration of such order (together with the Statement of Capital attached thereto) by the Registrar of Companies) which is expected to take place on 27 November 2009.
With effect from 4.30 p.m. on 25 November 2009, Powerleague Shares were temporarily suspended from the London Stock Exchange. The admission to trading on AIM of Powerleague Shares will be cancelled at 7.00 a.m. on 30 November 2009, not on 27 November 2009 as previously announced.
A detailed timetable of events for the Scheme is set out in the scheme document dated 16 October 2009 (the "Scheme Document").
Copies of the Scheme Document are available for inspection during normal business hours on any business day at the offices of Osborne Clarke at One London Wall, London EC2Y 5EB, up to and including the Effective Date.
Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.
Enquiries:
|
Ernst & Young LLP (Financial Adviser to Powerleague) Tim Medak Graham Swindells |
Tel: +44 (0) 207 951 2000 |
|
Altium Capital Limited (Financial Adviser to Patron Sports Leisure) Ben Thorne Sam Fuller Katherine Hobbs |
Tel: +44 (0) 207 484 4040 |
|
Tavistock Communications Limited (PR adviser to Powerleague) Lulu Bridges Paul Young |
Tel: +44 (0) 207 920 3150 |
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Powerleague and no one else in connection with the Acquisition and will not be responsible to anyone other than Powerleague for providing the protections afforded to clients of Ernst & Young LLP nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein.
Altium Capital Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Patron Sports Leisure and no one else in connection with the Acquisition and will not be responsible to anyone other than Patron Sports Leisure for providing the protections afforded to clients of Altium Capital Limited nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Powerleague, all 'dealings' in any 'relevant securities' of Powerleague (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Powerleague, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Powerleague by Patron Sports Leisure or Patron Capital, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Publication on the Patron Capital and Powerleague websites
A copy of this announcement is and will be available for inspection free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Patron Capital's website at www.patroncapital.com/portfolio/patronsportsleisure.htm and Powerleague's website at www.powerleague.co.uk.
Related Shares:
Power Probe