TIDMFRAN TIDMFLTA
RNS Number : 1087E
Franchise Brands PLC
09 March 2022
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
Franchise Brands plc
Recommended All Share Offer
for
Filta Group Holdings plc ("Filta")
by
Franchise Brands plc ("Franchise Brands")
Offer Update - Offer unconditional save for Admission
On 16 February 2022, Franchise Brands announced a recommended
all share offer for Filta (the "Offer"). The full terms of, and
conditions to, the Offer and the procedures for acceptance were set
out in the offer document dated 18 February 2022 (the "Offer
Document"). Terms used but not defined in this announcement have
the same meaning as set out in the Offer Document.
Acceptance levels - Offer unconditional save for Admission
Pursuant to the Acceptance Condition, the Offer is conditional
upon Franchise Brands receiving valid acceptances in respect of,
and/or having otherwise acquired, Filta Shares which constitute
more than 75 per cent. of the voting rights relating to the Filta
Shares.
Franchise Brands announces that, as at 12.30 p.m. on 8 March
2022, valid acceptances of the Offer had been received in respect
of 23,930,192 Filta Shares, representing 81.94 per cent. of the
issued share capital of Filta, to which the Offer relates, which
Franchise Brands may count towards the satisfaction of the
Acceptance Condition.
This total includes acceptances received in respect of:
- 18,095,280 Filta Shares, representing approximately 61.96 per
cent. of the issued share capital of Filta, which were subject to
irrevocable undertakings given by certain of the Filta Directors
(and those of their connected parties, including the Meredian
Settlement trust); and
- 5,768,000 Filta Shares, representing approximately 19.75 per
cent. of the issued share capital of Filta, which were subject to
an irrevocable undertaking given by Gresham House Asset Management
Limited.
The percentages of Filta Shares referred to in this announcement
are based upon a figure of 29,203,164 Filta Shares in issue at
close of business on 8 March 2022.
With valid acceptances of the Offer received in respect of
23,930,192 Filta Shares, representing 81.94 per cent. of the issued
share capital of Filta, and the passing of the resolution at the
General Meeting, as announced on 7 March 2022, Franchise Brands has
waived all other conditions to the Offer save for Admission.
Therefore, with the consent of the Panel, all conditions (save for
Admission) have been satisfied.
The Offer remains subject to condition 2.2 (in relation to
admission to trading on AIM of New Franchise Brands Shares issued
and allotted pursuant to the Offer (Admission)) as set out in Part
A of Appendix 1 of the Offer Document. Admission is expected to
take place tomorrow, 10 March 2022, with the admission to trading
on AIM of New Franchise Brands Shares to be issued pursuant to
acceptances of the Offer received in respect of 23,930,192 Filta
Shares. On Admission, the Offer will become wholly
unconditional.
The Offer will remain open for acceptance until further notice
and no later than 19 April 2022.
Filta Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible in accordance with the procedure set
out below.
Cancellation of trading of Filta Shares on AIM
Filta Shares are currently admitted to trading on AIM. Filta
Shareholders should be aware that as Franchise Brands has received
acceptances under the Offer in respect of 75 per cent. or more of
the voting rights carried by the Filta Shares, it is intended that
admission of the Filta Shares to trading on AIM will be cancelled,
subject to the Offer becoming wholly unconditional on
Admission.
It is anticipated that cancellation of admission to trading on
AIM will take effect on 24 March 2022, assuming the Offer becomes
wholly unconditional. Cancellation of admission to trading on AIM
will significantly reduce the liquidity and marketability of all
Filta Shares not assented to the Offer at that time.
Procedure for acceptance of the Offer
Filta Shareholders who have not yet accepted the Offer are urged
to do so by the following deadlines:
-- If you hold Filta Shares in certificated form (that is, not in CREST)
If you hold your Filta Shares, or any of them, in certificated
form (that is, NOT in CREST), to accept the Offer in respect of
those Filta Shares, you should complete, sign and return the
personalised Form of Acceptance along with your valid share
certificate(s) and/or any other relevant documents of title as soon
as possible and, in any event, so as to be received by post at the
Receiving Agent, Computershare at Computershare Investor Services
PLC, Corporate Actions Projects, Bristol BS99 6AH, United Kingdom
by no later than 1.00 p.m. on 19 April 2022 or, if earlier, the
Unconditional Date.
-- If you hold your Filta Shares in uncertificated form (that is, in CREST)
If you hold your Filta Shares, or any of them, in uncertificated
form (that is, in CREST), to accept the Offer in respect of those
Filta Shares, you should follow the procedure for Electronic
Acceptance through CREST so that the TTE instruction settles as
soon as possible and, in any event, not later than 1.00 p.m. on 19
April 2022 or, if earlier, the Unconditional Date.
Full details on how to accept the Offer are set out in the Offer
Document, a copy of which is available on Franchise Brands' website
at https://www.franchisebrands.co.uk/investor-information/ .
Further copies of the Offer Document and the Form of Acceptance are
available from Computershare by written request to Computershare at
Computershare Investor Services PLC, Corporate Actions Projects,
Bristol BS99 6AH, United Kingdom or request to Computershare by
telephone on (0370) 707 1807 (from within the UK) or on +44 370 707
1807 (from outside the UK).
Interests in relevant securities
As at close of business on 8 March 2022, being the latest
practicable date prior to publication of this announcement, neither
Franchise Brands nor any of the directors of Franchise Brands nor
(so far as Franchise Brands is aware) any person acting in concert
with Franchise Brands (a) is interested in, or has any rights to
subscribe for, any relevant securities of Filta, or securities
convertible or exchangeable into Filta Shares, (b) has any short
position (whether conditional or absolute and whether in the money
or otherwise) in, including any short position under a derivative
or any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of, any
relevant securities of Filta or (c) has any borrowing or lending of
any relevant securities of Filta.
Enquiries:
Franchise Brands plc
Stephen Hemsley, Executive Chairman
Chris Dent, Chief Financial Officer
Julia Choudhury, Corporate Development Director +44 (0) 1625 813231
Filta Group Holdings plc
Jason Sayers, Chief Executive Officer
Brian Hogan, Chief Financial Officer +1 407 996 5550
Allenby Capital Limited
Financial Adviser, Nominated Adviser and Joint
Broker to Franchise Brands
Jeremy Porter / Liz Kirchner (Corporate Finance)
Amrit Nahal (Sales and Corporate Broking) +44 (0) 20 3328 5656
Dowgate Capital Limited
Financial Adviser and Joint Broker to Franchise
Brands
James Serjeant / Russell Cook / Nicholas Chambers +44 (0) 20 3903 7715
Cenkos Securities plc
Financial Adviser, Rule 3 Adviser, Nominated
Adviser and Broker to Filta
Stephen Keys / Camilla Hume / Callum Davidson +44 (0) 20 7397 8900
MHP Communications +44 (0) 20 3128 8100
PR advisers to Franchise Brands +44 (0) 7884 494112
Katie Hunt / Catherine Chapman +44 (0) 7711 191518
franchisebrands@mhpc.com
Yellow Jersey PR
PR advisers to Filta
Charles Goodwin +44 (0) 7747 788 221
Henry Wilkinson +44 (0) 7951 402336
IMPORTANT NOTICES
Allenby Capital, which is authorised and regulated by the FCA in
the UK, is acting as financial adviser, nominated adviser and joint
broker exclusively for Franchise Brands and no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than Franchise Brands for providing the
protections afforded to clients of Allenby Capital or for providing
advice in relation to the Offer, the content of this announcement
or any matter referred to herein.
Dowgate, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser and joint broker exclusively for
Franchise Brands and no one else in connection with the Offer and
this announcement and will not be responsible to anyone other than
Franchise Brands for providing the protections afforded to clients
of Dowgate or for providing advice in relation to the Offer, the
content of this announcement or any matter referred to herein.
Cenkos, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser and Rule 3 adviser exclusively for
Filta and no one else in connection with the Offer and the matters
set out in this announcement and will not be responsible to any
person other than Filta for providing the protections afforded to
clients of Cenkos, nor for providing advice in relation to the
Offer , the content of this announcement or any matter referred to
herein.
Further Information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or 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 Offer or otherwise nor
shall there be any sale, issuance or transfer of securities of
Franchise Brands or Filta pursuant to the Offer in any jurisdiction
in contravention of applicable laws. The Offer will be implemented
solely pursuant to the terms of the Offer Document (or, in the
event that the Offer is to be implemented by means of a scheme, the
Scheme Document), which contains the full terms and conditions of
the Offer, including details of how to accept the Offer. Any
decision in respect of, or other response to, the Offer should be
made solely on the basis of the information contained in the Offer
Document.
Allenby Capital and Cenkos urge Filta Shareholders to read the
Offer Document carefully because it contains important information
in relation to the Offer, the New Franchise Brands Shares and the
Enlarged Group, and to take appropriate advice. Any action in
relation to the Offer or related matters should be made only on the
basis of the information contained in the Offer Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one 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 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 Takeover Code,
any person who is, or becomes, interested in one 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 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 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.
Information relating to Filta Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Filta Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Filta may be provided to Franchise Brands
during the Offer Period as required under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c).
Overseas jurisdictions
The attention of Filta Shareholders who are citizens or
residents of jurisdictions outside the UK (including guidance for
US shareholders is drawn to paragraph Part C of Appendix 1 of the
Offer Document.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this announcement
and other documents in connection with the Offer as detailed in
paragraph 16 of this announcement will, subject to certain
restrictions, be available for inspection on Franchise Brands'
website at https://www.franchisebrands.co.uk/investor-information/
and by Filta on its website at
https://filtaplc.com/investor-relations no later than 12 noon
(London time) on the business day following this announcement. The
contents of the websites referred to in this announcement are not
incorporated into, and do not form part of, this announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this announcement and any information
incorporated into it by reference to another source in hard copy
form by writing to Chris Dent at Franchise Brands plc, Ashwood
Court, Springwood Close, Tytherington Business Park, Macclesfield
SK10 2XF. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Offer should be in hard copy form.
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END
OUPMZGGFMRLGZZZ
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March 09, 2022 02:00 ET (07:00 GMT)
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