Essenden : 07 August 2015 - Announcement that Scheme has become Effective

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

7 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

Scheme of Arrangement becomes effective

Essenden is pleased to announce that, further to the announcement made on 6 August 2015, an office copy of the Court Order sanctioning 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 was today delivered to the Registrar of Companies, and, accordingly, the Scheme has now become effective in accordance with its terms.

As announced on 30 July 2015, trading in Essenden Shares on AIM was suspended with effect from 7.30 a.m. (London time) this morning.

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.

The consideration of 80 pence per Essenden Share due to Scheme Shareholders will be settled (in the case of Scheme Shares held in uncertificated form, by CREST accounts being credited) or despatched (in the case of Scheme Shares held in certificated form by cheques being despatched) within the next 14 days, and therefore by no later than 21 August 2015.

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.

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.

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.

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.