TIDMFIF
RNS Number : 4414T
Finsbury Food Group PLC
14 November 2023
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 OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 November 2023
RECOMMED ACQUISITION
of
FINSBURY FOOD GROUP PLC ("FINSBURY")
by
FRISBEE BIDCO LIMITED ("BIDCO")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT AND SUSPENSION OF
DEALINGS
On 20 September 2023, the boards of directors of Finsbury and
Bidco announced that they had reached agreement on the terms of a
recommended offer to be made by Bidco for the entire issued and to
be issued ordinary share capital of Finsbury (other than the
Finsbury Shares held by funds managed by DBAY) (the "Acquisition").
The Acquisition is being effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document, a copy of which is available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Finsbury's website at:
https://finsburyfoods.co.uk/investor-relations/offer.
Court Sanction of the Scheme
Finsbury is pleased to announce that the High Court of Justice
in England and Wales (the "Court") has today issued the Court Order
sanctioning the Scheme pursuant to which the Acquisition is being
implemented.
Accordingly, all of the Conditions to the Acquisition have been
satisfied or waived other than the delivery to the Registrar of
Companies of a copy of the Court Order. This is expected to take
place on 16 November 2023, at which point the Scheme will become
Effective.
Suspension of Dealings and Next Steps
The last day of dealings in, and for registrations of transfers
of, and disablement in CREST of, Finsbury Shares will be 15
November 2023 and trading in Finsbury Shares on the AIM market of
the London Stock Exchange will be suspended with effect from 7:30
a.m. (London time) on 16 November 2023.
It is expected that, subject to the Scheme becoming Effective,
the cancellation of the admission to trading of Finsbury Shares on
the AIM market of the London Stock Exchange will take effect from
7:00 a.m. (London time) on 17 November 2023.
A further announcement will be made when the Scheme becomes
Effective.
Timetable Update
An updated expected timetable for the Acquisition is set out
below.
All times shown in this announcement are London time unless
otherwise stated. All dates and times are based on Finsbury's and
Bidco's current expectations and are subject to change. If any of
the dates/or times in this expected timetable change, the revised
dates and/or times will be notified to Finsbury Shareholders by
announcement through a Regulatory Information Service, with such
announcement also being made available on Finsbury's website at
https://finsburyfoods.co.uk/investor-relations/offer. If required
by the Panel, Finsbury will send notice of the change(s) to
Finsbury Shareholders and, for information only to Finsbury Share
Plan Participants.
Event Time and/or date
Last day of dealings in, and for 15 November 2023
registrations of transfers of, and
disablement i n CREST of, Finsbury
Shares
Scheme Record Time 6:00 p.m. on 15 November
2023
Dealings in Finsbury Shares suspended 7:30 a.m. on 16 November
2023
Effective Date of the Scheme 16 November 2023 (1)
Cancellation of admission to trading 7:00 a.m. on 17 November
of Finsbury Shares on AIM 2023
Latest date for despatch of cheques By 30 November 2023
or settlement through CREST in respect
of the Cash Consideration
Latest date for despatch of Consideration By 30 November 2023
Share Certificates
Long Stop Date 31 January 2024 (2)
Notes:
(1) The Court Order approving the Scheme is expected to be
delivered to the Registrar of Companies two Business Days after the
date of the Scheme Court Hearing, such that the Effective Date is
expected to be 16 November 2023 . The events which are stated as
occurring on subsequent dates are conditional on the Effective Date
and operate by reference to this date.
(2) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Bidco and Finsbury may agree and the Panel and (if
required) the Court may allow.
General
A copy of this announcement will be published on Finsbury's
website at https://finsburyfoods.co.uk/investor-relations/offer by
no later than 12:00 p.m. (London Time) on the Business Day
following the publication of this announcement.
Enquiries:
Finsbury Tel: +44 (0)29 2035 7500
John Duffy
Steve Boyd
Oppenheimer (Financial adviser under Rule 3 of the Code to Finsbury) Tel: +44 (0)20 7220 1900
James Murray
Anthony Sills
Panmure Gordon (Nomad and corporate broker to Finsbury) Tel: +44 (0)20 7886 2500
Dominic Morley
Atholl Tweedie
Rupert Dearden
Alma (PR adviser to Finsbury) Tel: +44 (0)20 3405 0205
Rebecca Sanders-Hewett E-mail: finsbury@almapr.co.uk
Sam Modlin
CMS Cameron McKenna Nabarro Olswang LLP is providing legal
advice to Finsbury.
IMPORTANT NOTICES
Oppenheimer Europe Limited ("Oppenheimer"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively as financial adviser under Rule 3 of the Code to
Finsbury in connection with the matters set out herein and for no
one else and will not be responsible to anyone other than Finsbury
for providing the protections afforded to its clients or for
providing advice in relation to the matters set out herein. Neither
Oppenheimer nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Oppenheimer in connection with any
statement contained herein, the Acquisition or otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Finsbury and for no one else in connection
with the subject matter of this announcement and will not be
responsible to anyone other than Finsbury for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition is being made solely through the Scheme Document and
the accompanying Forms of Proxy and Form of Election, which contain
the full terms and conditions of the Acquisition. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document. Finsbury
Shareholders are strongly advised to read the formal documentation
in relation to the Acquisition. Each Finsbury Shareholder is urged
to consult its independent professional adviser immediately
regarding the tax consequences to it (or its beneficial owners) of
the Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or 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 any
persons who are subject to the laws of any jurisdiction other than
the United Kingdom into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. In
particular the ability of persons who are not resident in the
United Kingdom to vote their Finsbury Shares at the Court Meeting
or General Meeting, or to appoint another person as proxy to vote
at the Court Meeting or General Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Any 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 purpose of complying
with the laws of England and Wales, the Market Abuse Regulation,
the AIM Rules and the 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. Nothing in this
announcement should be relied on for any other purpose.
Unless otherwise determined by Bidco or required by the 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 and no person may vote in favour of the
Acquisition by use of mail or any other means or instrumentality
(including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction.
Copies of this announcement will not be and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition.
Where Bidco believes that an election for the Alternative Offer
by any Scheme Shareholder may infringe applicable legal or
regulatory requirements, or may result in a requirement for a
registration under the securities laws of any Restricted
Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and
such Scheme Shareholder will instead receive the Cash Offer in
respect of the Scheme Shares which were subject to such an election
in accordance with the terms of the Acquisition.
Further details in relation to Finsbury Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the Exchange Act of 1934, as amended (the
"Exchange Act") and is exempt from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act").
Accordingly, the Acquisition will be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement under the laws of England and Wales, which are
different from the disclosure and other requirements applicable to
a US tender offer.
Neither the SEC, nor any US securities commission has approved
or disapproved of any offer of securities referred to in, or
commented upon the adequacy or completeness of any of the
information contained in this announcement or the Scheme Document.
Any representation to the contrary is a criminal offence in the
United States.
Financial information relating to Finsbury included in the
Scheme Document has been prepared in accordance with accounting
standards applicable in the United Kingdom. As a result, such
financial information may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
It may be difficult for US holders of Finsbury Shares to enforce
their rights and any claims they may have arising under US Federal
securities laws in connection with the Acquisition, since Finsbury
is organised under the laws of a country other than the United
States, and some or all of its officers and directors may be
residents of countries other than the United States, and most of
the assets of Finsbury are located outside of the United States. US
holders of Finsbury Shares may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of US
Federal securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US
court's jurisdiction or judgment.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the 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 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 a website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Finsbury's website at
https://finsburyfoods.co.uk/investor-relations/offer. Neither the
contents of this website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or
forms part of, this announcement.
In accordance with Rule 30.3 of the Code, Finsbury Shareholders
and persons with information rights may request a hard copy of this
announcement free of charge, by writing to Link Group, Corporate
Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
United Kingdom or by calling Link Group on +44 (0) 371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9:00
a.m. - 5:30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
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END
SOAGPGRUGUPWGQC
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