TIDMSTU
RNS Number : 2069X
Studio Retail Group PLC
17 December 2019
17 December 2019
Studio Retail Group plc
("Company")
Proposed Disposal of Findel Education Limited - Letter of
Intent
Further to the announcement made by the Company on 16 December
2019 ("Announcement") relating to the proposed disposal of Findel
Education Limited to the Council of the City of Wakefield, acting
in its capacity as the lead authority of the joint committee known
as, the Yorkshire Purchasing Organisation ("Disposal"), the Company
announces that following receipt today of a non-binding letter of
intent, the Company has received irrevocable undertakings or a
letter of intent in respect of a total of 47,481,097 Ordinary
Shares representing, in aggregate, approximately 54.9 per cent. of
the Company's issued ordinary share capital.
The percentages of Ordinary Shares referred to in this
announcement are based upon a figure of 86,442,534 Ordinary Shares
in issue as at close of business on 16 December 2019 (being the
latest practicable date prior to the issue of this
announcement).
Completion of the Disposal remains conditional upon, amongst
other matters, the passing of the Disposal Resolution by Ordinary
Shareholders and clearance being obtained from the UK Competition
and Markets Authority. Once approved by the Financial Conduct
Authority, a circular containing further details of the Disposal,
together with a notice to convene a general meeting (expected to be
held in January 2020) will be sent to Ordinary Shareholders as soon
as is practicable.
Unless the context otherwise requires, defined terms used in
this announcement shall have the meanings given to them in the
Announcement.
Enquiries:
Studio Retail Group plc
Ian Burke, Group Chairman
Phil Maudsley, Group CEO
Stuart Caldwell, Group CFO
0161 303 3465
Tulchan Communications
Catherine James
Will Smith
020 7353 4200
Stifel Nicolaus Europe Limited (Joint Sponsor, Joint Financial
Adviser and Joint Corporate Broker to Studio Retail Group plc)
Francis North
Matthew Blawat
William Brinkley
020 7710 7600
Nplus1 Singer Advisory LLP (Joint Sponsor, Joint Financial
Adviser and Joint Corporate Broker to Studio Retail Group plc)
Mark Taylor
Peter Steel
Alex Bond
020 7496 3000
Important information relating to financial advisers
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Studio Retail Group plc and for
no one else in connection with the Disposal and is not, and will
not be, responsible to anyone other than Studio Retail Group plc
for providing the protections afforded to its clients nor for
providing advice in relation to the Disposal, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
Nplus1 Singer Advisory LLP ("Nplus1"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Studio Retail Group plc and for no one
else in connection with the Disposal and is not, and will not be,
responsible to anyone other than Studio Retail Group plc for
providing the protections afforded to its clients nor for providing
advice in relation to the Disposal, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
Cautionary statement
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This announcement
has been prepared for the purposes of complying with the Listing
Rules 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 laws and regulations of any
jurisdiction outside of England.
No offer or solicitation
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. The Company's Ordinary Shareholders
are advised to carefully read the Circular in relation to the
Disposal. Any response to the Disposal should be made only on the
basis of the information in the Circular.
Information regarding forward-looking statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact are
forward-looking statements. They are based on current expectations
and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of a date in the future or
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative of those
terms, as well as variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations or
events that are beyond the Group's control.
Forward-looking statements include statements regarding the
intentions, beliefs or current expectations of the Company
concerning, without limitation: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the Studio Retail Group's operations; and
(iii) the effects of United Kingdom and global economic conditions
on the Studio Retail Group's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the Studio
Retail Group to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Important factors that could cause the
actual results, performance or achievements of the Studio Retail
Group to differ materially from the expectations of the Company
include, amongst other things, general business, economic and
political conditions in the United Kingdom and globally, industry
trends, competition, changes in government and other regulation and
policy, including in relation to the environment, health and
safety, taxation, labour relations and work stoppages, interest
rates and currency fluctuations, changes in its business strategy,
the outcome of any litigation, the impact of any acquisitions or
similar transactions, IT system and technology failures, political
and economic uncertainty and other factors. Such forward-looking
statements should therefore be construed in light of such
factors.
Neither Studio Retail Group plc nor any of its Directors,
officers or advisers provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement.
Forward-looking statements contained in this announcement apply
only as at the date of this announcement. Other than in accordance
with its legal or regulatory obligations (including under the
Listing Rules and the Disclosure Guidance and Transparency Rules),
Studio Retail Group plc is not under any obligation and Studio
Retail Group plc expressly disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCKMMMZDNMGLZM
(END) Dow Jones Newswires
December 17, 2019 09:57 ET (14:57 GMT)
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