TIDMFCCN

RNS Number : 5739O

French Connection Group PLC

09 October 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

9 October 2021

RECOMMED ACQUISITION

of

FRENCH CONNECTION GROUP PLC ("French Connection")

by

MIP HOLDINGS LTD ("MIP")

a newly incorporated entity directly owned and controlled by Apinder Singh Ghura, Amarjit Singh Grewal and KJR Brothers Limited

to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006

Publication of the Scheme Document

On 4 October 2021, the boards of French Connection and MIP announced that they had agreed the terms of a recommended cash acquisition under which MIP will acquire the entire issued and to be issued ordinary share capital of French Connection not currently owned by Apinder Singh Ghura (the "Acquisition").

The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between French Connection and French Connection Scheme Shareholders under Part 26 of the Companies Act (the "Scheme").

The boards of French Connection and MIP are pleased to announce that the scheme document in relation to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy, is today being published and posted to French Connection Shareholders and, for information only, to persons with information rights. The Scheme Document contains, amongst other things, the full terms and conditions of the Acquisition, a letter from the Chairman of French Connection, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by French Connection Shareholders entitled to vote at the Court Meeting and General Meeting.

The French Connection Directors, who have been so advised by WH Ireland as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the French Connection Directors, WH Ireland has taken into account the commercial assessments of French Connection Directors.

Accordingly, the French Connection Directors unanimously recommend that French Connection Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting, as the sole French Connection Director who holds French Connection Shares has irrevocably undertaken to do in respect of his own beneficial holdings totalling 37,812,690 French Connection Shares, representing approximately 39.14 per cent. of the existing ordinary share capital of French Connection as at the Latest Practicable Date.

Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

Notices of French Connection Shareholder Meetings

The Court Meeting and the General Meeting will each be held at the offices of WHI Ireland at 24 Martin Lane, London, EC4R 0DR on 1 November 2021. The Court Meeting will start at 10:30 a.m. and the General Meeting will start at 10:45 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

As further detailed in the Scheme Document, to become Effective, the Scheme will require, among other things, the approval of French Connection Shareholders at the Court Meeting and the passing of the Special Resolutions at the General Meeting.

It is important that, for the Court Meeting in particular, as many votes as possible are cast to that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. French Connection Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received), or appoint a proxy through the CREST electronic proxy appointment service (as appropriate), for the Court Meeting and/or General Meeting (where entitled to do so), as soon as possible.

The Scheme can only become Effective if all Conditions to the Scheme, including shareholder approvals and the sanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). The Scheme will become Effective upon a copy of the Court Order being delivered to the Registrar of Companies for registration. Subject to the sanction of the Scheme by the Court and subject to the satisfaction (or, where applicable, waiver) of the Conditions, this is expected to occur on 8 November 2021.

Expected Timetable of Principal Events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the appendix to this announcement.

Publication of the Scheme Document

A copy of the Scheme Document and the documents required to be published by Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on French Connection's website at www.frenchconnection.com, and in any event by no later than 12:00 noon (London time) on 11 October 2021.

Information for French Connection Shareholders

If you have any questions relating to this announcement or the completion and return of your Forms of Proxy, please contact Link Group between 9:00 a.m. and 5:30 p.m. Monday to Friday (except UK public holidays) on 0371 664 0300 from within the UK (or on +44 (0) 371 664 0300 if calling from outside the UK). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Link Group cannot provide advice on the merits of the Acquisition or give any financial, legal or tax advice.

 
 Enquiries: 
 MIP 
 Apinder Singh Ghura 
 via Walbrook PR (public relations adviser      Tel: +44 (0) 20 7933 
  to MIP)                                        8787 
 Paul McManus 
  info@walbrookpr.com 
 French Connection Group PLC                    Tel: +44 (0) 20 7036 
                                                 7063 
 Neil Williams, Chief Operating Officer 
  Lee Williams, Chief Financial Officer 
 WH Ireland (Financial Adviser and Corporate    Tel: +44 (0) 20 7220 
  Broker to French Connection)                   1666 
 Adrian Hadden 
 Ben Good 
 Paternoster Communications (public relations   Tel: +44 (0) 20 3012 
  adviser to French Connection)                  0241 
 Tom Buchanan 
 

Shoosmiths LLP is acting as legal adviser to MIP. Clifford Chance LLP is acting as legal adviser to French Connection.

Important notices

WH Ireland, which is authorised and regulated in the UK by the FCA, is acting as financial adviser and broker exclusively for French Connection and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than French Connection for providing the protections afforded to clients of WH Ireland, nor for providing advice in relation to any matter referred to herein.

This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

In accordance with normal UK practice, MIP or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase French Connection Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com

Overseas shareholders

The availability of the Acquisition to Overseas Shareholders and the distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their French Connection Shares at the Court Meeting or the General Meeting or to execute and

deliver Forms of Proxy appointing another to vote their French Connection Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with the law of England and Wales and the Takeover 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.

Additional information for US investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in certain significant respects from the International Financial Reporting Standards. None of the financial information in this announcement or the Scheme documentation has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States). If MIP were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the US, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14 (e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover

Offer   would be made in the United States by MIP and no one else. 

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its French Connection Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each French Connection Shareholder is urged to consult his independent legal, tax and financial advisers immediately regarding the tax consequences of the Acquisition applicable to him /her, including under applicable US state and local, as well as foreign and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws in connection with the Acquisition, since MIP and French Connection are located in countries other than the U nited S tates, and some or all of their officers and directors may be residents of countries other than the U nited S tates. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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.

In the event that the Acquisition is implemented by way of Takeover Offer, in compliance with applicable UK laws, MIP, its dealer manager (and their advisors or affiliates), or its nominees , or its brokers (acting as agents) , may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of French Connection other than pursuant to such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and

  will be available on the London Stock Exchange website at   www.londonstockexchange.com . 

Neither the Acquisition nor this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This announcement (including any information that is incorporated by reference into this announcement) contains statements about the Wider MIP Group and the Wider French Connection Group that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof. Forward-looking statements may include statements relating to the following: (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 operations of the Wider MIP Group or the Wider French Connection Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the businesses of the Wider MIP Group or the Wider French Connection Group.

These forward-looking statements are not guarantees of future performance. 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. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to the Wider MIP Group or the Wider French Connection Group 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. MIP and French Connection disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for French Connection for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for French Connection.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, French Connection Shareholders and persons with information rights may request a hard copy of this announcement by contacting Link Group, during business hours on 0371 664 0300 (or if calling from outside the UK +44 (0) 371 664 0300) or by submitting a request in writing to Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by French Connection Shareholders, persons with information rights and other relevant persons for the receipt of communications from French Connection may be provided to MIP during the Offer Period, as required under Section 4 of Appendix 4 to the Takeover Code, to comply with Rule 2.11(c).

Right to switch to a Takeover Offer

MIP reserves the right to elect, with the consent of the Panel and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, such Takeover Offer will be implemented on substantially the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments to reflect the change of method of effecting the Takeover Offer and the terms of the Cooperation Agreement.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 p.m. (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 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.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All references in this announcement to times are to times in London (unless otherwise stated).

All times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. French Connection will give notice of the change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to French Connection Shareholders and persons with information rights. Copies of any such announcements will be made available on French Connection's website at www.frenchconnection.com.

 
 Event                                            Expected time/date 
 Publication of the Scheme Document                   9 October 2021 
 Latest time for lodging Forms of 
  Proxy for the: 
 Court Meeting (BLUE Form of Proxy)         10:30 a.m. on 28 October 
                                                            2021 (1) 
 General Meeting (YELLOW Form of            10:45 a.m. on 28 October 
  Proxy)                                                    2021 (2) 
 Voting Record Time                          6:00 p.m. on 28 October 
                                                            2021 (3) 
 Court Meeting                              10:30 a.m. on 1 November 
                                                                2021 
 General Meeting                            10:45 a.m. on 1 November 
                                                            2021 (4) 
 Certain of the following dates are 
  subject to change (please see the 
  note above): 
 Court Hearing to sanction the Scheme                5 November 2021 
 Last day of dealings in, and for                    5 November 2021 
  registration of transfers of, and 
  disablement in CREST of, French 
  Connection Shares 
 Suspension of listing of, and dealings      6:00 p.m. on 5 November 
  in, French Connection Shares                                  2021 
 Scheme Record Time                          6:00 p.m. on 5 November 
                                                                2021 
 Scheme Effective Date                           8 November 2021 (5) 
 Cancellation of listing of French        By 8:00 a.m. on 8 November 
  Connection Shares on the premium                              2021 
  segment of the Main Market of the 
  London Stock Exchange 
 Re-registration of French Connection            8 November 2021 (6) 
  as a private limited company 
 Latest date for despatch of cheques                22 November 2021 
  and for settlement through CREST 
  or other form of payment in respect 
  of cash consideration due under 
  the Scheme 
 Long-Stop Date                            11:59 p.m. on 28 February 
                                                            2022 (7) 
 The Court Meeting and the General 
  Meeting will each be held at the 
  offices of WH Ireland at 24 Martin 
  Lane, London, EC4R 0DR 
 

(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged before 10:30 a.m. on 28 October 2021 or, if the Court Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting. However, BLUE Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting before the taking of the poll at the Court Meeting.

(2) YELLOW Forms of Proxy for the General Meeting must be lodged before 10:45 a.m. on 28 October 2021 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting. YELLOW Forms of Proxy cannot be handed to the Chairman of the General Meeting at that meeting.

(3) If either of the French Connection Shareholder Meetings is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:00 p.m. on the date two calendar days (excluding any part of a day that is not a working day) before the date set for the relevant adjourned meeting.

   (4)     Or as soon thereafter as the Court Meeting has been concluded or adjourned. 

(5) Scheme to become Effective by 8:00 a.m. and before the subsequent events set out in the timetable.

(6) An application will be made to the Registrar of Companies for re-registration to be effected as soon as possible.

(7) This is the latest date by which the Scheme may become Effective unless French Connection and MIP agree, and (if required) the Court and the Panel allow.

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October 11, 2021 02:00 ET (06:00 GMT)

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