Essenden : 30 July 2015 - Results of Court Meeting and General Meeting

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

30 July 2015

FOR IMMEDIATE RELEASE

RECOMMENDED ACQUISITION OF

ESSENDEN PUBLIC LIMITED COMPANY ('Essenden' or the 'Company')

by

INDOOR BOWLING ACQUISITIONS LIMITED ('IBA')

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

Results of Court Meeting and General Meeting

The Essenden Board is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended acquisition by IBA of the entire issued and to be issued ordinary share capital of Essenden to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme'), Essenden Shareholders voted to:

- approve the Scheme by the necessary majority at the Court Meeting; and

- pass the three resolutions proposed at the General Meeting, namely:

- the special resolution to authorise the directors of the Company to take such actions as they consider appropriate to carry the Scheme into effect, and to amend the Company's articles of association;

- the special resolution, subject to the Scheme becoming effective, to approve re-registration of the Company as a private limited company and with effect from the re-registration, for private company articles of association to be adopted; and

- the ordinary resolution to approve the Management Performance Bonus.

Details and the full text of these resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 8 July 2015 sent or made available to Essenden Shareholders (the 'Scheme Document').

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document. All percentages have been rounded to two decimal places.

Voting results of the Court Meeting

At the Court Meeting, the Scheme was approved by the requisite majority on a poll vote. A majority in number of the Voting Scheme Shareholders who voted (either in person or by proxy), representing over 75 per cent. in value Scheme Shares held by the Voting Scheme Shareholders who voted (either in person or by proxy or by duly authorised corporate representative), to approve the Scheme. The details of the votes cast at the Court Meeting were as follows:

Voting results of the General Meeting

At the General Meeting, special resolutions to authorise the directors of the Company to take such actions as they consider appropriate to carry the Scheme into effect, to amend the Company's articles of association, and to approve the re-registration of the Company as a private company and the ordinary resolution to approve the Management Performance Bonus were passed by the requisite majorities on a poll vote. The details of the votes cast at the General Meeting were as follows:

In relation to the ordinary resolution to approve the Management Performance Bonus, this was not voted on by Nick Basing or any shareholders beneficially holding Essenden Shares for Nick Basing.

The issued share capital of the Company at the date of the meeting was 50,145,040 ordinary shares with voting rights. Any proxy appointments which gave discretion to the Chairman have been included in the votes 'FOR' total. A vote withheld is not a vote in law and counts neither 'For' nor 'Against' the resolutions.

Effective Date and Timetable

Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction of the Scheme by the Court and the delivery of a copy of the Court Order to the Registrar of Companies. The expected timetable of principal events for the implementation of the Scheme is set out on page 8of the Scheme Document and partially reproduced in the Appendix to this announcement and it is currently expected that the Court Hearing to sanction the Scheme will take place on 6 August 2015. Subject to the Scheme receiving the sanction of the Court and the satisfaction or waiver of the other Conditions, the Scheme is expected to become Effective on 7 August 2015 with cheques being despatched or settlement through CREST occurring within 14 days of the Scheme becoming Effective.

A request has been made to the London Stock Exchange for trading in Essenden Shares on AIM to be suspended with effect from 7.30 a.m. (London time) on 7 August 2015 and it is expected that de-listing of the Essenden Shares will take place on 10 August 2015.

If any of the key dates set out in the expected timetable change, Essenden will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on Essenden's website athttp://www.essenden.com/investors/offer-for-essenden/

Subject to certain restrictions, a copy of this announcement and the amended articles of association of the Company will also be available on Essenden's website athttp://www.essenden.com/investors/offer-for-essenden/

Documents published on the Essenden website

The Company also announces that, pursuant to note 5 of Rule 26 of the Code, Nick Basing has signed an amended letter of confirmation in respect of his beneficial shareholding in the Company, which has been published on the Essenden website (http://www.essenden.com/investors/offer-for-essenden/).

In addition, letters of confirmation have been entered into by the registered holders of those shares in the Company held beneficially by Nick Basing, Oryx International Growth Fund Limited and Harwood Capital Nominees Limited and have been published on the Essenden website (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.

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 will be made solely by means of the Scheme Document or any document by which the Acquisition is made which will contain the full terms and Conditions of the Acquisition.

This announcement has been prepared for the purpose 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. If, in the future, IBA exercises the right to implement the Offer by way of a takeover offer and determines to extend the offer into the United States, the Offer will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. 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 by contacting Cenkos on +44 (0) 207 397 8900.

APPENDIX