Essenden : 06 August 2015 - Announcement of Court sanction of scheme

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

6 August 2015

RECOMMENDED ACQUISITION OF

ESSENDEN PUBLIC LIMITED COMPANY ('Essenden')

by

INDOOR BOWLING ACQUISITIONS LIMITED ('IBA')

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Court sanction of the Scheme of Arrangement

Essenden is pleased to announce that, at a hearing held earlier today, the High Court of Justice in England and Wales (the 'Court') sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme') in connection with the recommended acquisition by IBA of the entire issued and to be issued ordinary share capital of Essenden.

An office copy of the Court Order sanctioning the Scheme is expected to be delivered to the Registrar of Companies on 7 August 2015, at which time the Scheme will become effective in accordance with its terms.

As announced on 30 July 2015, trading in Essenden Shares on AIM will be suspended with effect from 7.30 a.m. (London time) on 7 August 2015.

The cancellation of the admission to trading on AIM of, and cessation of dealings in, Essenden Shares, in each case, will be effective from 7.00 a.m. (London time) on 10 August 2015. As a result of the Scheme having become effective, share certificates in respect of Essenden Shares will cease to be valid documents of title and entitlements to Essenden Shares held in uncertificated form in CREST are being cancelled.

Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document relating to the Scheme.

Subject to certain restrictions, a copy of this announcement will be available on Essenden's website at http://www.essenden.com/investors/offer-for-essenden/.

Enquiries:

Important notices

Cenkos Securities Plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to Essenden and no-one else in connection with the Acquisition and other matters described in this announcement and will not be responsible to anyone other than Essenden for providing the protections afforded to clients of Cenkos Securities Plc or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to IBE, IBA and Harwood Capital LLP and no-one else in connection with the Acquisition and other matters described in this announcement and will not be responsible to anyone other than IBE, IBA and Harwood Capital LLP for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document which contains the full terms and Conditions of the Acquisition.

This announcement has been prepared for the purposes of complying with the laws of England and Wales and the Code and the 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 the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable restrictions.

This announcement has been prepared for the purposes of complying with English law and the Code and the 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 the United Kingdom.

The availability of the Offer to Essenden Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

No steps have been taken, nor will any steps be taken, to extend the Offer into any Restricted Jurisdiction and no regulatory clearances in respect of the Offer have been, or will be, applied for in any other jurisdiction.

US Investors

Notice to US investors in Essenden: the Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under United Kingdom company law. 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 Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. No US federal or state securities commission has: (a) approved, disapproved, endorsed or recommended the Offer; (b) passed upon the merits or fairness of the Offer; or (c) expressed a view on the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Scheme by US Essenden Shareholders as consideration for the transfer of their Essenden Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Essenden Shareholder (including US Shareholders) is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Code, any person who is, or becomes, interested in 1 per cent. 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 p.m. (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 atwww.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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this announcement

A copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Essenden's website (http://www.essenden.com/investors/offer-for-essenden/) by no later than 12 noon (London time) on the business day following the publication of this announcement (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions).

Save as expressly referred to in this announcement, the contents of Essenden's website are not incorporated into and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.2 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested from either Essenden or by contacting Cenkos on +44 (0) 207 397 8900.