Extraordinary General Meeting
Extraordinary General Meeting - Sale of Main Event to Dave & Buster's
Extraordinary General Meeting of Ardent Leisure Group Limited (“Ardent Leisure”) was held at 3:00pm (Sydney time) on Wednesday 29 June 2022 (Meeting).
Business of the Meeting
As announced on 6 April 2022, Ardent Leisure, together with RedBird Capital Partners, agreed to the sale of the entire Main Event Entertainment business to Dave & Buster’s Entertainment, Inc. (NASDAQ: PLAY) for total cash consideration of US$835 million plus up to US$14.8 million deferred and contingent consideration (the “Proposed Transaction”). The Ardent Leisure Board proposes to distribute up to A$455.7 million of Ardent Leisure’s share of net proceeds from the Proposed Transaction to its Shareholders (approximately 95 cents per Share) in the form of an equal return of capital (the “Capital Return”) and a special unfranked dividend (the “Special Dividend”, and together with the Capital Return, the “Proposed Distribution”).
The purpose of the Meeting was for Shareholders to consider, and if thought fit, to approve the Proposed Transaction and the Capital Return.
At the Meeting, Shareholders voted overwhelmingly in favour of both resolutions and the Proposed Transaction was subsequently completed on 30 June 2022. The Board intends to make the Proposed Distribution of 95.0 cents per share on 13 July 2022. This distribution will comprise a Capital Return of 46.0699 cents per share and a Special Dividend of 48.9301 per share.
A Notice of Meeting can be viewed by clicking on the following links:
- Notice of Meeting (including Explanatory Statement and Independent Expert's Report) - View Document
- EGM Presentation and Chairman's script - View Document
- Webcast of Meeting - View Webcast
- Result of Meeting - View Document
- Announcement of completion of Main Event sale - View Document
- Australian Taxation Office (ATO) Class Ruling CR 2022/68 - View Document