Premier Miton Group Plc - Rule 2.10 Announcement
PR Newswire
London, November 5
DISCLOSURE UNDER RULE 2.10(C) OF THE TAKEOVER CODE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
5th November, 2021
Recommended cash acquisition
of
ARENA EVENTS GROUP PLC
by
THETA BIDCO LIMITED
(a newly incorporated company directly or indirectly owned by joint offerors IHC Industrial Holding LLC and Tasheel Holding Group LLC (together, the "Consortium"))
to be implemented by means of a
Scheme of Arrangement
under Part 26 of the Companies Act 2006
DISCLOSURE UNDER RULE 2.10(C) OF THE TAKEOVER CODE
Update on irrevocable undertaking given by Premier Fund Managers Limited
On 20 October 2021 the boards of Theta Bidco Limited ("Bidco") and Arena Events Group plc ("Arena") announced that they had reached agreement on the terms and conditions of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Arena, other than the Arena Shares owned or controlled by Tasheel (the "Acquisition") pursuant to Rule 2.7 of the Code. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme of Arrangement").
As set out in the notice pursuance to Rule 2.7 of the Code, Bidco had received certain irrevocable undertakings to vote in favour of the resolution(s) relating to the Scheme of Arrangement. The irrevocable undertaking given by Premier Fund Managers Limited related to 19,430,000 Arena Shares, representing approximately 5.96% of the issued share capital of Arena as at 19 October 2021 and was granted by Premier Fund Managers Limited in its capacity as discretionary investment manager for and on behalf of certain funds and accounts managed by it ("Funds").
Premier Fund Managers Limited, as investment manager for the Funds, has sold 5,000,000 shares thereby reducing the number of shares that it is able to grant the undertaking over, by that amount. This reduction is not a retraction of overall support for the Scheme of Arrangement by Premier Fund Managers Limited.
The irrevocable undertaking from Premier Fund Managers Limited now represents the following:
| Name | Total Number of Arena Shares | Percentage of existing issued share capital | Percentage of existing Arena Shares eligible to vote at Court Meeting |
| Premier Fund Managers Limited | 14,430,000 | 4.42% | 5.8% |
Capitalised terms in this Announcement, unless otherwise defined, have the same meaning as set out in the notice issued under Rule 2.7 of the Code and all references to times in this Announcement are to London time unless otherwise stated.
