TIDMCHOO
RNS Number : 6006R
Jimmy Choo PLC
22 September 2017
RESULTS OF RUSSIAN ANTITRUST CLEARANCE
OFFER UPDATE
Jimmy Choo PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
22 September 2017
RUSSIAN FEDERAL ANTIMONOPOLY SERVICE APPROVAL OF MICHAEL KORS
OFFER
On 25 July 2017, Jimmy Choo PLC ("Jimmy Choo") and Michael Kors
Holdings Limited ("Michael Kors") announced that they had reached
agreement on the terms of a recommended cash acquisition by which
the entire issued and to be issued ordinary share capital of Jimmy
Choo will be acquired by JAG Acquisitions (UK) Limited ("Michael
Kors Bidco"), a wholly-owned subsidiary of Michael Kors (the
"Acquisition"). The Acquisition is to be effected by means of a
Court approved scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Scheme").
Jimmy Choo announces that the Russian Federal Antimonopoly
Service has cleared the acquisition by Michael Kors Bidco of the
rights to determine the terms of conduct of business of J. Choo RUS
LLC pursuant to the Russian Federal Law No. 135-FZ dated 26 July
2006 "On the Protection of Competition" (as further amended).
Next steps and timetable
The Scheme remains subject to the sanction by the Court at the
Scheme Court Hearing and the satisfaction (or, if capable of
waiver, the waiver) of the other Conditions to the Scheme (as set
out in the Scheme Document). Subject to the Scheme receiving the
sanction of the Court and the satisfaction or, where applicable,
the waiver of the other Conditions, the Scheme is expected to
become effective in the fourth quarter of 2017.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 11 of the
Scheme Document. If any of the key dates set out in the timetable
change, Jimmy Choo will give notice of this change by issuing an
announcement through a Regulatory Information Service and by making
such announcement available on its website at
www.jimmychooplc.com/investors.
Terms defined in the Scheme Document dated 21 August 2017 have
the same meanings in this announcement (the "Announcement").
Enquiries:
Jimmy Choo
Pierre Denis (Chief Executive
Officer) +44 (0) 207 368 5000
Jonathan Sinclair (Chief
Financial Officer)
Clara Melia (Investor
Relations)
Shareholder Helpline (8.30 a.m. to 5.30 p.m.,
Monday to Friday)
Equiniti Limited 0333 207 6519
+44 (0) 121 415 0903 (Outside
the UK)
Notes to Editors
Jimmy Choo encompasses a complete luxury accessories brand.
Women's shoes remain the core of the product offer, alongside
handbags, small leather goods, scarves, sunglasses, eyewear, belts,
fragrance and men's shoes. CEO Pierre Denis and Creative Director
Sandra Choi together share a vision to create one of the world's
most treasured luxury brands. Jimmy Choo has a global store network
encompassing more than 150 stores and is present in the most
prestigious department and specialty stores worldwide. Jimmy Choo
PLC is publicly listed on the London Stock Exchange with the ticker
CHOO.
Further information
This Announcement is for information purposes only and does not
constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Jimmy Choo in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document or Offer
Document or any document by which the Acquisition is made, which
will contain the full terms and conditions of the Acquisition.
Please be aware that addresses, electronic addresses and certain
other information provided by Jimmy Choo Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Jimmy Choo may be provided to Michael Kors
Bidco during the offer period as required under Section 4 of
Appendix 4 of the City Code to comply with Rule 2.11(c). This
Announcement does not constitute a prospectus or a prospectus
equivalent document.
This Announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules and the City 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 and
regulations of any jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. This Announcement has been prepared for
the purposes of complying with English law and the City 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 of England and
Wales.
Unless otherwise determined by Michael Kors Bidco or required by
the City Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Acquisition to Jimmy Choo 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.
Additional information for US investors
The Acquisition relates to the shares of an English company and
is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. Neither the proxy solicitation
rules nor the tender offer rules under the US Securities Exchange
Act of 1934, as amended (the "US Exchange Act"), will apply to the
Acquisition. Moreover, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom and
under the City Code to schemes of arrangement, which differ from
the disclosure requirements of the US proxy solicitation rules and
tender offer rules. Financial information included in this
Announcement has been prepared, unless specifically stated
otherwise, in accordance with accounting standards applicable in
the UK and thus may not be comparable to the financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US.
It may be difficult for US holders of Jimmy Choo Shares to
enforce their rights and claims arising out of the US federal
securities laws, since Michael Kors, Michael Kors Bidco and Jimmy
Choo are located in countries other than the United States, and
some or all of their officers and directors may be residents of
countries other than the United States. US holders of Jimmy Choo
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and potentially under any applicable
United States state or local, as well as foreign and other, tax
laws. Each Jimmy Choo Shareholder is urged to consult his or her
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him or her.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Michael Kors,
Michael Kors Bidco and Jimmy Choo contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Michael Kors, Michael Kors Bidco
and Jimmy Choo 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. The forward-looking statements
contained in this Announcement include statements relating to the
expected effects of the Acquisition on Michael Kors, Michael Kors
Bidco and Jimmy Choo, the expected timing and scope of the
Acquisition and other statements other than historical facts. All
statements other than statements of historical facts included in
this Announcement may be forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "should", "could", "would", "may",
"anticipates", "estimates", "synergy", "cost-saving", "projects",
"goal", "strategy", "budget", "forecast" or "might", or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Jimmy Choo's and Michael Kors' operations
and benefits from the Acquisition; and (iii) the effects of
government regulation on Michael Kors', Michael Kors Bidco's or
Jimmy Choo's business.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in this
Announcement, they have not been reviewed by the auditors of
Michael Kors or Jimmy Choo or their respective financial advisers.
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 could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. These factors include the
satisfaction of the Conditions, as well as additional factors such
as: Michael Kors' ability to integrate the businesses successfully
and to achieve anticipated benefits of the acquisition; the risk of
disruptions to Michael Kors' or Jimmy Choo's businesses; the
negative effects of the announcement of the Acquisition or the
consummation of the Acquisition on the market price of the Michael
Kors' ordinary shares and its operating results; significant
transaction costs; unknown liabilities; the risk of litigation
and/or regulatory actions related to the Acquisition; fluctuations
in demand for Jimmy Choo's and Michael Kors' products; changes in
consumer traffic and retail trends; loss of market share and
industry competition; fluctuations in the capital markets;
fluctuations in interest and exchange rates; the occurrence of
unforeseen disasters or catastrophes; political or economic
instability in principal markets; adverse outcomes in litigation;
and general, local and global economic, political, business and
market conditions, as well as those risks set forth in the reports
that Michael Kors files from time to time with the U.S. Securities
and Exchange Commission. Other unknown or unpredictable factors
could cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither
Michael Kors nor Michael Kors Bidco, nor Jimmy Choo, nor any of
their respective associates or 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. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward-looking statements. All
subsequent oral or written forward-looking statements attributable
to Michael Kors, Michael Kors Bidco or Jimmy Choo or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Unless otherwise required by
applicable law, Michael Kors, Michael Kors Bidco and Jimmy Choo
disclaim any obligation to update or revise any forward-looking or
other statements contained herein other than in accordance with
their legal and regulatory obligations.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 City Code, any person who is, or
becomes, interested in 1% 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 pm
(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 at www.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 on website and availability of hard copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the City Code will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Jimmy Choo's website at
www.jimmychooplc.com/investors and on Michael Kors' website at
http://investors.michaelkors.com. For the avoidance of doubt, the
contents of those websites are not incorporated into and do not
form part of this Announcement.
Jimmy Choo Shareholders may request a hard copy of this
Announcement by contacting Equiniti Limited on 0371 384 2030 or +44
(0)121 415 7047 (from outside the UK) between 8:30 a.m. to 5:30
p.m., Monday to Friday or by submitting a request in writing to
Equiniti Limited at Aspect House, Spencer Road, Lancing BN99 6DA.
If you have received this Announcement in electronic form, copies
of this Announcement and any document or information incorporated
by reference into this Announcement will not be provided unless
such a request is made.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPOKBDKNBKDNCB
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