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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END
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