Best of the Best PLC Offer Update (5419I)
August 08 2023 - 1:00AM
UK Regulatory
TIDMBOTB
RNS Number : 5419I
Best of the Best PLC
08 August 2023
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 THAT
JURISDICTION
FOR IMMEDIATE RELEASE
8 August 2023
Best of the Best plc
("Best of the Best", "BOTB" or "the Company")
Offer Update
Background
On 20 June 2023, Globe Invest Limited ("GIL"), the Cyprus
registered and headquartered single-family office and investment
holding company of Mr. Teddy Sagi, announced that it had reached
agreement with Best of the Best on the terms of a recommended cash
offer to be made by GIL to acquire all of the issued and to be
issued shares in the capital of BOTB ("BOTB Shares") not already
owned by GIL (the "Offer"), to be implemented by way of a takeover
offer within the meaning of Part 28 of the Companies Act 2006 (the
"Offer Announcement"). Under the terms of the Offer, the
shareholders of BOTB (the "BOTB Shareholders") will be entitled to
receive 535 pence in cash for each BOTB Share (the "Offer
Price").
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Offer document
published and posted to BOTB Shareholders on 14 July 2023
containing the full terms of the Offer (the "Offer Document").
Offer Update
As announced separately yesterday, GIL have now acquired or
received acceptances for 8,181,738 BOTB Shares totaling 96.70 per
cent. of the BOTB's issued share capital. When combined with an
additional 6,167 BOTB Shares in respect of which GIL has received
irrevocable undertakings to accept the Offer but for which
acceptances have yet to be received, GIL will be interested in, in
aggregate, a total of 8,187,905 BOTB Shares, representing
approximately 96.77 per cent. of BOTB's issued share capital.
The Board of BOTB would like to further remind BOTB Shareholders
that as announced on 26 July 2023, the cancellation of the
admission to trading of the BOTB Shares on AIM will occur and, in
accordance with the AIM Rules, the anticipated date of cancellation
is expected to be on 24 August 2023 at 7.00am (the "Delisting").
Following the Delisting GIL intends to re-register BOTB as a
private company and adopt new articles of association more suited
to a privately controlled company.
The Delisting and re-registration of BOTB as a private company
will almost entirely reduce the liquidity and marketability of any
BOTB Shares in respect of which the Offer has not been accepted at
that time and their value may be affected as a consequence.
GIL has confirmed that there will be no matched bargain facility
implemented for the purchase of BOTB Shares following completion of
the Offer and any remaining BOTB Shareholders will become minority
shareholders in a privately controlled and potentially more
leveraged unlisted company without the protections afforded by
BOTB's current listing on AIM.
However, as announced by GIL yesterday, GIL has confirmed that
it intends to provide minority shareholders with further time to
submit Valid Acceptances in respect of BOTB Shares, and therefore
the Offer will remain open for acceptance beyond the Company's
Delisting until 1.00 p.m. on 30 August 2023.
In accordance with the requirements of the Code, GIL has given
notice that the Offer will close at 1.00 p.m. on 30 August 2023 and
will no longer be capable of acceptance after that time.
As GIL has received valid acceptances in respect of over 90 per
cent. of the BOTB Shares to which the Offer relates, GIL has
announced its intention to exercise its rights pursuant to the
provisions of sections 974 to 991 of the Companies Act 2006,
compulsorily to acquire the remaining BOTB Shares to which the
Offer relates. A formal notice exercising these rights will be
dispatched to those BOTB Shareholders who have not yet accepted the
Offer in due course.
BOTB Shareholders who wish to benefit from a liquidity event are
urged to accept the Offer as soon as practicable to ensure that
they can access an immediate and certain exit, realising their
shareholding in BOTB in a relatively short time frame at 535 pence
per BOTB Share.
Recommendation
As set out in the Offer Document, the Independent BOTB Directors
unanimously recommend that the BOTB Shareholders accept the Offer
as they and their connected persons have done in respect of their
and their connected parties' own shareholdings, totalling 1,585,506
BOTB Shares and 79,352 BOTB Share Options.
Shareholders are urged to carefully read the Offer Document for
more information on how to accept the Offer and the impact and
consequences of the cancellation of listing of the Company's
ordinary shares on AIM.
Enquiries:
Best of the Best plc William Hindmarch, Chief T: 020 7371
Executive 8866
Rupert Garton, Commercial
Director
Buchanan Chris Lane T: 0207 466
(Public Relations & Toto Berger 5000
Press)
finnCap Corporate Finance T: 020 7220
(Nominated Adviser and Carl Holmes 0500
Broker) Teddy Whiley
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END
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