TIDMMOSB
RNS Number : 2914P
Moss Bros Group PLC
08 June 2020
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Capitalised terms used but not defined in this Announcement have
the meanings set out in the Scheme Document dated 7 April 2020 (the
"Scheme Document") a copy of which is available on the website of
Moss Bros at https://corp.moss.co.uk/ .
8 June 2020
RECOMMED CASH OFFER
for
MOSS BROS GROUP PLC
by
BRIGADIER ACQUISITION COMPANY LIMITED
Court Sanction of Scheme
On 12 March 2020, the Board of Moss Bros Group PLC ("Moss Bros")
and the Board of Brigadier Acquisition Company Limited ("Bidco")
announced under Rule 2.7 of the Code that they had reached
agreement on the terms of a recommended cash offer to be made by
Bidco to acquire the entire issued and to be issued ordinary share
capital of Moss Bros (the "Acquisition"). The Acquisition is to be
effected by means of a Court-sanctioned scheme of arrangement
between Moss Bros and the Scheme Shareholders under Part 26 of the
Companies Act (the "Scheme"). The full terms and conditions of the
Scheme were set out in the Scheme Document.
Further to the announcement made on 29 April 2020 in relation to
the results of the Court Meeting and the General Meeting, and the
announcement made on 22 May 2020 that the FCA Condition to the
Acquisition has been satisfied, Moss Bros and Bidco are pleased to
announce that the High Court of Justice in England and Wales
earlier today issued the court order sanctioning the Scheme (the
"Court Order").
The Scheme remains conditional on the delivery of a copy of the
Court Order to the Registrar of Companies, which is expected to
occur on 10 June 2020 and a further announcement will be made at
that time. It is therefore anticipated that the Effective Date, and
therefore completion of the Acquisition, will be 10 June 2020.
The last day for dealings in, and for registrations of transfers
of, and disablement in CREST of, Moss Bros Shares is expected to be
9 June 2020. The Scheme Record Time is expected to be 6:00 p.m.
(London time) on 9 June 2020. The listing of Moss Bros Shares on
the Official List and the trading of Moss Bros Shares on the main
market for listed securities of the London Stock Exchange are each
expected to be suspended with effect from 7:30 a.m. (London time)
on 10 June 2020.
It is expected that, subject to the Scheme becoming Effective,
the listing of Moss Bros Shares on the Official List will be
cancelled and Moss Bros Shares will cease to be admitted to trading
on the main market for listed securities of the London Stock
Exchange with effect from 8:00 a.m. (London time) on 11 June
2020.
Enquiries
Moss Bros via Buchanan
Colin Porter, Chairman
Brian Brick, CEO
Bill Adams, CFO
Peel Hunt (Lead Financial adviser and Rule 3
Adviser to Moss Bros)
George Sellar
Michael Nicholson 020 7418 8900
Rothschild & Co (Joint Financial Adviser to Moss
Bros)
John Byrne
Andrew Graham 020 7280 5000
Buchanan (Financial PR adviser to Moss Bros)
Charles Ryland
Vicky Hayns 020 7466 5000
IMPORTANT NOTICES
Zeus Capital Limited (which is authorised and regulated in the
United Kingdom by the FCA) is acting as financial adviser
exclusively for Bidco 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 set out in this
announcement and will not be responsible to anyone other than Bidco
for providing the protections afforded to its clients or for
providing advice in relation to any matter referred to herein.
Peel Hunt LLP (which is authorised and regulated in the United
Kingdom by the FCA) is acting exclusively for Moss Bros and no one
else in connection with the matters set out in this announcement,
and will not be responsible to anyone other than Moss Bros for
providing the protections afforded to its clients or for providing
advice in connection with the Acquisition or any matter or
arrangement referred to herein.
N.M. Rothschild & Sons Limited ("Rothschild & Co")
(which is authorised and regulated by the FCA in the United
Kingdom) is acting exclusively for Moss Bros and for no one else in
connection with the Acquisition and any other matter set out in
this announcement, and will not be responsible to anyone other than
Moss Bros for providing the protections afforded to its clients or
for providing advice in connection with the Acquisition or any
matter or arrangement referred to herein.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This announcement contains statements about Bidco and Moss Bros
that are or may be forward looking statements. 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", "may", "anticipates", "estimates", "projects" 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, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Bidco or Moss Bros' operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on Bidco or Moss Bros'
business.
Such forward looking statements involve 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 any reliance on such forward looking
statements, which speak only as of the date hereof. Bidco and Moss
Bros disclaim any obligation to update any forward looking or other
statements contained herein, except as required by applicable law.
Except as expressly provided in this announcement, they have not
been reviewed by the auditors of Moss Bros or Bidco. All subsequent
oral or written forward looking statements attributable to Moss
Bros or Bidco 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. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement.
DISCLOSURE REQUIREMENTS OF THE CODE
Under Rule 8.3(a) of the 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 p.m. on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. 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 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 p.m. 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 of the Code.
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 of
the Code).
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 Takeover 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
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be made available, subject to
any applicable restrictions relating to persons resident in
Restricted Jurisdictions, on Moss Bros's website at
https://corp.moss.co.uk/ and on Bidco's website at
www.brigadieruk.co.uk by no later than 12.00 noon on the Business
Day following the date of publication of this announcement. For the
avoidance of doubt, save as expressly referred to in this
announcement, the contents of those websites are not incorporated
into and do not form part of this announcement
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPEAAKPELFEEFA
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