THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the FSMA. If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately. The Directors (whose names and functions appear on page 4 of this document) and the Company (whose registered office appears on page 4 of this document) accept responsibility, both collectively and individually, for the information contained in this document and compliance with the AIM Rules. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This document contains no offer of transferable securities to the public within the meaning of section 102B of the FSMA, the Act or otherwise. Accordingly, this document does not constitute a prospectus within the meaning of section 85 of the FSMA and has not been drawn up in accordance with the Prospectus Rules or approved by the UK Financial Conduct Authority or any other competent authority. Stadium Group plc (a public limited company incorporated in England and Wales with registered number 00236394) Proposed Capital Reduction and Notice of General Meeting Your attention is drawn to the letter from the Chairman of the Company set out in this document and which contains the Directors unanimous recommendation that you vote in favour of the Resolution to be proposed at the General Meeting. Notice of the General Meeting of the Company, to be held at Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES at 11.00 a.m. on 19 January 2017 is set out at the end of this document. To be valid, the Form of Proxy accompanying this document for use in connection with the General Meeting should be completed, signed and returned as soon as possible and, in any event, so as to reach the Company s registrars, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 11.00 a.m. on 17 January 2017. The completion and return of Forms of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish. A copy of this document is available at the Company s website at www.stadiumgroupplc.com. Neither the contents of the Company s website nor any website accessible by hyperlinks to the Company s website are incorporated in, or forms part of, this document.
CONTENTS Page Expected Timetable of Principal Events 1 Definitions 2 Letter from the Chairman of the Company 4 Notice of General Meeting 7 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication of this document 3 January 2017 Latest time and date for receipt of Form of Proxy for the General Meeting 11.00 a.m. on 17 January 2017 General Meeting 11.00 a.m. on 19 January 2017 Court hearing to confirm the Capital Reduction 15 February 2017 Registration of Court Order and effective date of the Capital Reduction 16 February 2017 Notes: 1. The expected dates for the confirmation of the Capital Reduction by the Court and the Capital Reduction becoming effective are based on provisional dates that have been obtained for the required Court hearings of the Company's application. These provisional hearing dates are subject to change and dependent on the Court's timetable. 2. The timetable assumes that there is no adjournment of the General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown. 3. References to times in this document are to London times unless otherwise stated. 4. Figures in pounds sterling in this document are rounded to the nearest thousand and references to pounds sterling,, pence and p are to the lawful currency of the United Kingdom. Notice to overseas persons The distribution of this document and/or the Form of Proxy in certain jurisdictions may be restricted by law and therefore persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 1
DEFINITIONS The following definitions apply throughout this document unless the context otherwise requires: "2015 Fundraising" the firm placing and placing and open offer announced by the Company on 28 July 2015 which was approved by Shareholders at a general meeting held on 13 August 2015 and resulted in the issue of 5,454,546 Ordinary Shares Act the Companies Act 2006 (as amended) AIM AIM Rules Articles Capita or Capita Asset Services Capital Reduction Company Court Court Hearing Court Order Directors or Board Form of Proxy FSMA GM or "General Meeting" Group "IAS 19" London Stock Exchange Notice of General Meeting Ordinary Shares "Pension Scheme" the AIM Market operated by the London Stock Exchange the AIM Rules for Companies published by the London Stock Exchange from time to time the articles of association of the Company Capita Registrars Limited (trading as registrar and as receiving agent under the name of "Capita Asset Services"), the registrars of the Company the proposed reduction of the Company s share premium account as described in this circular and the Notice of General Meeting Stadium Group plc, a public limited company incorporated in England and Wales with registered number 00236394 the High Court of Justice in England and Wales the hearing by the Court to confirm the Capital Reduction the order of the Court confirming the Capital Reduction the directors of the Company whose names are set out on page 4 of this document, or any duly authorised committee thereof the form of proxy for use in connection with the GM which accompanies this document the Financial Services and Markets Act 2000 (as amended) the general meeting of the Company to be held at Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES at 11.00 a.m. on 19 January 2017, notice of which is set out at the end of this document the Company, its subsidiaries and its subsidiary undertakings International Accounting Standard number 19 (Employee Benefits) (2011), published by the International Accounting Standards Board on 16 June 2011 (as amended) London Stock Exchange plc the notice convening the GM which is set out at the end of this document ordinary shares of five pence each in the capital of the Company and "Ordinary Share" is to be construed accordingly the Stadium Group plc 1974 pension scheme Prospectus Rules the Prospectus Rules brought into effect on 1 July 2005 2
pursuant to Commission Regulation (EC) No. 809/2004 Resolution Shareholders UK the resolution set out in the Notice of General Meeting holders of Ordinary Shares the United Kingdom of Great Britain and Northern Ireland 3
LETTER FROM THE CHAIRMAN OF THE COMPANY STADIUM GROUP PLC (a public limited company incorporated in England and Wales with registered number 00236394) Directors Nick Brayshaw (Chairman) Charlie Peppiatt (Chief Executive Officer) Chris Gill (Non-Executive Senior Independent Director) Registered Office Unit 4 Chancerygate Business Centre Cradock Road Reading Berkshire RG2 0AH 3 January 2017 Dear Shareholder, Proposed Capital Reduction and Notice of General Meeting 1. Introduction I am writing in connection with a proposal to carry out a reduction of the Company's capital. The Capital Reduction would create additional distributable reserves which would provide the Company with further flexibility in relation to the payment of future dividends. The background to and reasons for the Capital Reduction are set out in paragraph 2 below. The Capital Reduction is conditional upon, amongst other things, the approval of the Court and of Shareholders at the General Meeting. The purpose of this document is to provide you with information about the background to and the reasons for the Capital Reduction, to explain why the Board considers the Capital Reduction to be in the best interests of the Company and its Shareholders as a whole, to give Shareholders information about and to recommend that you vote in favour of the Resolution to be proposed at the General Meeting, notice of which is set out at the end of this document. Shareholders should note that, unless the Resolution is approved at the General Meeting (and the Court confirms the Capital Reduction), the Capital Reduction will not take place, which may prevent the Company from paying dividends in the future. 2. Background to and reasons for the Capital Reduction The Group operates a legacy defined benefit pension scheme, The Stadium Group plc 1974 Pension Scheme. As at 31 December 2015, the deficit on the Pension Scheme, measured under IAS 19, was 5,205,000. Subsequent to the EU Referendum result on 23 June 2016, corporate bond yields have fallen significantly in the UK and, as this yield is used to discount the Group's pension liability under IAS 19, if the corporate bond yield remains at its current low levels then this is likely to result in a significant increase in the Group's pension deficit as at 31 December 2016. This likely increased IAS 19 pension deficit would have the effect of materially reducing the Company's 4
available distributable reserves, affecting the Company's ability to distribute profits to Shareholders as dividends. As a result of the 2015 Fundraising, the Company's share premium account was increased by 5,295,000 and, as at 31 December 2015, stood at 10,597,000. A share premium account is an un-distributable reserve and, accordingly, the purposes for which the Company can use it are extremely restricted. In particular, it cannot be used for paying dividends. Therefore, given the enlarged share premium account as a result of the 2015 Fundraising and in light of the Group s recent and anticipated further operational progress, the Board is recommending that the share premium account be reduced by 5,295,000, which would restore it to its level prior to the 2015 Fundraising. This would have the effect of creating distributable reserves of this amount, which would provide the Board with additional flexibility to distribute profits to Shareholders as dividends, subject to the financial performance of the Company and subject always to the Act. Following the implementation of the Capital Reduction, there will be no change in the nominal value of the Ordinary Shares or the number of Ordinary Shares in issue. No new share certificates will be issued as a result of the Capital Reduction. 3. The Capital Reduction Under the Act, with the sanction of a resolution of the Shareholders of the Company and the confirmation of the Court, the Company may reduce or cancel its share premium account. In seeking this approval, the Court will need to be satisfied that the interests of the Company's creditors will not be prejudiced as a result of the Capital Reduction. The Court will determine whether any protection is required for the creditors of the Company whose debts remain outstanding as at the date on which the Capital Reduction becomes effective and, if so, what form such protection should take. Any such creditor protection may include seeking the consent of the Company s creditors to the Capital Reduction or the provision by the Company to the Court of an undertaking that the reserves arising on the Capital Reduction will be placed in a special un-distributable reserve until such time as all creditors of the Company as at the date the Capital Reduction becomes effective, have been paid or have consented to the Capital Reduction or that the Company will deposit a sum of money into a blocked account created for the purpose of discharging the non-consenting creditors of the Company. As at the date of this document, consent to the Capital Reduction has been obtained from both the Group's principal lender and the trustees of the Pension Scheme (being the two largest creditors of the Company), and has been requested from the remaining creditors of the Company. It is anticipated that the initial directions hearing in relation to the Capital Reduction will take place on 30 January 2017, with the Court Hearing taking place on 15 February 2017 and the Capital Reduction becoming effective on 16 February 2017, following the necessary registration of the Court Order at Companies House. The Board reserves the right to abandon or to discontinue (in whole or in part) the application to the Court in the event that the Board considers that the terms on which the Capital Reduction would be (or would be likely to be) confirmed by the Court would not be in the best interests of the Company and/or the Shareholders as a whole. The Directors have undertaken a careful review of the Company s liabilities (including contingent liabilities) and consider that the Company will be able to satisfy the Court that, as at the date (if any) on which the Court Order relating to the Capital Reduction and the statement of capital in respect of the Capital Reduction have both been registered by the Registrar of Companies at Companies House and the Capital Reduction therefore becomes effective, the Company s creditors will be sufficiently protected. 5
4. The General Meeting Set out at the end of this document is a notice convening the General Meeting to be held at Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES at 11.00 a.m. on 19 January 2017, at which the Resolution will be proposed. 5. Action to be taken A Form of Proxy for use at the General Meeting is appended at the end of this document. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned, using the reply paid envelope provided, to the Company s registrars, Capita Asset Services, PSX, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible, but in any event so as to be received by no later than 11.00 a.m. on 17 January 2017. The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish. 6. Recommendation The Directors consider the Capital Reduction to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend Shareholders to vote in favour of the Resolution to be proposed at the General Meeting as they intend to do in respect of their beneficial holdings amounting, in aggregate, to 492,582 Ordinary Shares, representing 1.29 per cent. of the existing issued ordinary share capital of the Company. Yours faithfully Nick Brayshaw Chairman 6
NOTICE OF GENERAL MEETING STADIUM GROUP PLC (a public limited company incorporated in England and Wales with registered number 00236394) NOTICE IS HEREBY GIVEN THAT a general meeting of Stadium Group plc (the Company ) will be held at Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES at 11.00 a.m. on 19 January 2017 to consider and, if thought fit, pass the following resolution, as a special resolution of the Company. SPECIAL RESOLUTION That the share premium account of the Company be reduced by 5,295,000. Dated: 3 January 2017 Registered Office: Unit 4 Chancerygate Business Centre Cradock Road Reading Berkshire RG2 0AH By order of the Board: Charlie Peppiatt Company Secretary Notes: 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members entered on the register of members of the Company at 6.00 p.m. on the day two days before the date of the General Meeting or, in the event that this meeting is adjourned, in the register of members as at 6.00 p.m. on the day two days before the date of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their names at that time. Changes to the entries on the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend or vote at the meeting. 2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint another person as your proxy to exercise all or any of your rights to attend, speak and vote at the meeting. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. A proxy does not need to be a member of the Company but must attend the meeting to represent you. 3. A form of proxy for the meeting is enclosed. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. 4. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box on your proxy form. If you sign and return your proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly. If you are a CREST member, see notes 13, 14 and 15 below. 5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you should contact the Registrar at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. 6. To direct your proxy how to vote on the resolution mark the appropriate box on your proxy form with an X. To abstain from voting on the resolution, select the VOTE WITHHELD box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. 7. To appoint a proxy using this form, your proxy form must be: 7
(i) completed and signed or executed (as required); (ii) sent or delivered to the Registrar, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU; and (iii) received by Capita Asset Services no later than 48 hours prior to the time for holding the General Meeting, or, in the event that this meeting is adjourned, no later than 48 hours prior to the time for holding the adjourned meeting. 8. In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney for the company. 9. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names of the holders stand in the register of members in respect of the joint holding. 10. Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form. 11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. 12. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this notice (or in any related documents including the proxy form) to communicate with the Company for any purposes other than those expressly stated. 13. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting to be held at 11.00 a.m. on 19 January 2017 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. 14. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company s agent, Capita Asset Services (CREST Participant ID: RA10), no later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 15. CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 16. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 17. As at 22 December 2016 (being the last practicable date prior to the printing of this Notice of General Meeting) the Company's issued share capital consisted of 38,178,122 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 22 December 2016 are 38,178,122. 8