RNS Number:5935G
Giant BidCo Limited
20 December 2004
For immediate release 17 December 2004
RECOMMENDED PROPOSALS
for the acquisition of
THE BIG FOOD GROUP PLC
by
GIANT BIDCO LIMITED
to be effected
by means of a Scheme of Arrangement
under section 425 of the Companies Act 1985
Summary
* Baugur and investment partners to acquire BFG for 95 pence per share in
cash.
* Transaction is recommended by board of BFG and values existing issued
share capital of BFG at #326 million.
* Transaction to be effected by means of a Scheme of Arrangement, subject to
Court and shareholder approval.
* Scheme expected to become effective on 11 February 2005.
The Proposals
* The boards of Giant BidCo and BFG announce that they have reached
agreement on the terms of the recommended Proposals under which Giant BidCo will
acquire the issued and to be issued share capital of BFG. The Proposals are to
be effected by way of a Court sanctioned Scheme of Arrangement under section 425
of the Companies Act.
* Giant BidCo is a newly incorporated company that has been formed for the
purposes of implementing the Proposals and is currently owned by certain members
of the Giant BidCo Consortium. The Giant BidCo Consortium consists of BG
Holding (a wholly-owned subsidiary of Baugur) and its investment partners, TBH
Trading Limited, Burdaras hf, Talden Holding S.A., Kevin Stanford, Bank of
Scotland (through its wholly-owned subsidiary, Uberior Investments Plc) and
Kaupthing.
* Under the terms of the Proposals, BFG Shareholders (other than the Baugur
Holder in respect of some of its BFG Shares as detailed below) will receive 95
pence in cash for each BFG Share, valuing the existing issued share capital of
BFG at #326 million and #340 million on a fully diluted basis.
* The consideration of 95 pence in cash for each BFG Share payable under the
Proposals represents a premium of:
- 3.0 per cent. to the closing price of BFG Shares on 16 September 2004
being the last Business Day prior to the commencement of the Offer Period; and
- 12.8 per cent. to the average closing price of BFG Shares for the 30
Business Days prior to 16 September 2004.
* The Baugur Holder currently holds 75,941,564 BFG Shares, representing
approximately 22.1 per cent. of the existing issued share capital of BFG. Under
the Proposals, the Baugur Holder will receive the 95 pence per share cash
consideration in respect of 28,105,263 of its BFG Shares, representing
approximately 8.2 per cent. of the existing issued share capital of BFG. The
consideration due to the Baugur Holder in respect of its remaining 47,836,301
BFG Shares, representing approximately 13.9 per cent. of the existing issued
share capital of BFG, will be received by way of Giant BidCo Group Securities.
Recommendation and shareholder support
* The BFG Directors, who have been so advised by Citigroup and UBS, consider
the terms of the Proposals to be fair and reasonable. In providing their
advice, Citigroup and UBS have taken into account the BFG Directors' commercial
assessments. Accordingly, the BFG Directors unanimously recommend that BFG
Shareholders vote in favour of the Proposals as they (together with certain
members of their immediate families and connected persons (within the meaning of
Section 346 of the Companies Act)) have irrevocably undertaken to do in respect
of their holdings of 2,762,945 BFG Shares in aggregate, representing
approximately 0.8 per cent. of the existing issued share capital of BFG, 1.0 per
cent. of the BFG Shares entitled to vote at the Court Meeting and 0.8 per cent.
of the BFG Shares entitled to vote at the BFG EGM. These irrevocable
undertakings continue to be binding in the event of a competing offer.
* In addition, Giant BidCo has received non-binding letters of intent from
certain institutional investors to vote in favour of the Proposals in respect of
65,859,234 BFG Shares in aggregate, representing approximately 19.2 per cent. of
the existing issued share capital of BFG, 24.6 per cent. of the BFG Shares
entitled to vote at the Court Meeting and 19.2 per cent. of the BFG Shares
entitled to vote at the BFG EGM.
* In aggregate, therefore, Giant BidCo has received irrevocable undertakings
or non-binding letters of intent to vote in favour of the Proposals in respect
of 68,622,179 BFG shares in aggregate representing approximately 20.0 per cent.
of the existing issued share capital of BFG, 25.6 per cent. of the BFG Shares
entitled to vote at the Court Meeting and 20.0 per cent. of the BFG Shares
entitled to vote at the BFG EGM.
Future plans for the Group
* Following the Scheme becoming effective, Giant BidCo will undertake a
strategic reorganisation of the BFG Group that will include deconsolidating the
businesses of the BFG Group into their constituent parts.
* Giant BidCo will undertake a financial restructuring whereby certain
properties held by the BFG Group will be sold to PropCo and all but three vacant
plots of land will be leased back to the selling companies. PropCo is a company
acquired for this purpose and is owned by the PropCo Consortium. The PropCo
Consortium consists of BG Holding (a wholly-owned subsidiary of Baugur), West
Coast Capital Prestven Limited, Prestbury Investment Holdings Limited, PIHL
Wentworth Manager Limited and Bank of Scotland (through its wholly-owned
subsidiary, Uberior Ventures Limited).
* Following the financial restructuring, the business of Iceland will be
sold to a separate entity which, at the time of the sale, will be owned by the
IceCo Consortium. The IceCo Consortium consists of BG Holding (a wholly-owned
subsidiary of Baugur), Talden Holding S.A., Burdaras hf, Kaupthing, Milestone (a
private Icelandic investor) and Landsbanki. A new management team including
Malcolm Walker, Andrew Pritchard and Tarsem Dhaliwal will be brought in as
co-investors to run and develop the business of Iceland, subject to the purchase
by Baugur of the shares and loan notes in Cooltrader (Holdings) Limited owned by
funds managed by Gresham LLP.
Financing
* Giant BidCo is a wholly-owned subsidiary of Giant MidCo, which, in turn,
is a wholly-owned subsidiary of Giant TopCo.
* The shares in Giant TopCo will be subscribed for by members of the Giant
BidCo Consortium, who will also subscribe for debt securities in Giant MidCo.
The senior and mezzanine facilities have been jointly arranged and fully
underwritten by Bank of Scotland and Kaupthing. The bridging facilities have
been arranged and fully underwritten by Bank of Scotland, Kaupthing and
Landsbanki.
Future process
* The Proposals will be put to BFG Shareholders at the Court Meeting and at
the BFG EGM. In order to become effective, the Scheme must be approved by a
majority in number representing 75 per cent. in value of the BFG Shares that are
voted at the Court Meeting. In addition, a Special Resolution implementing the
Scheme and sanctioning the related Capital Reduction must be passed by BFG
Shareholders representing 75 per cent. of the votes cast at the BFG EGM.
* As a result of its interest in the Proposals, the Baugur Holder is
precluded from voting at the Court Meeting and has undertaken not to vote at the
BFG EGM. The Baugur Holder will, however, undertake to the Court to be bound by
the Scheme.
* In addition, votes attaching to BFG Shares controlled by members of the
Giant BidCo Consortium, by members of their respective Groups or by persons
acting in concert with those entities will not be exercised at the Court Meeting
or at the BFG EGM.
* It is expected that the Scheme Document will be posted on 22 December 2004
and that the Court Meeting and the BFG EGM to approve the Scheme, sanction the
Capital Reduction and deal with certain other related matters will be held on 21
January 2005.
* It is expected that the Scheme will become effective on 11 February 2005,
subject to the satisfaction or waiver of all the conditions set out in Appendix
I to this announcement.
Commenting on the Proposals, Chief Executive of BFG, Bill Grimsey, said:
"We are pleased to announce that we have reached agreement with Baugur and its
investment partners. We believe these proposals offer shareholders fair value
and the certainty of cash today and are therefore recommending that shareholders
accept them. We are mindful that, despite the successful execution of our
strategies for our businesses, the sectors we operate in are highly competitive
and conditions are not getting any easier. I would also like to thank our
employees for their considerable efforts during the recent period of uncertainty
for the company."
President and Chief Executive of Baugur, Jon Asgeir Johannesson, said:
"We believe that the offer price of 95 pence per BFG Share represents good value
for BFG Shareholders. In an increasingly competitive UK market place, we believe
that these businesses are more appropriate for the private domain. This offer
is the culmination of our long-term interest in BFG and we are pleased to have
reached agreement with the Board."
This summary should be read in conjunction with the full text of the following
announcement.
Appendix I of this announcement contains a summary of the conditions and certain
further terms of the Proposals.
Appendix II of this announcement contains details of the bases and sources of
information from which the financial calculations used in this announcement have
been derived.
Appendix III of this announcement contains definitions of certain terms used in
this announcement.
Deutsche Bank is acting as the primary financial adviser and broker to Giant
BidCo and Baugur in connection with the Proposals, with Kaupthing and Landsbanki
also acting as financial adviser to Giant BidCo and Baugur in connection with
the Proposals.
Citigroup and UBS are acting as joint financial advisers and brokers to BFG in
connection with the Proposals.
Press enquiries
For further information contact:
For investors / shareholders / media
Gavin Anderson & Company
(Public relations adviser
to Giant BidCo and Baugur) Tel: +44 (0) 20 7554 1400
Halldor Larusson Tel: +44 (0) 7979 756 572
Deutsche Bank
(Financial adviser and broker
to Giant BidCo and Baugur) Tel: +44 (0) 20 7545 8000
Damian Thornton
Joanna Lea
Toby Clark (Corporate Broking)
Bank of Scotland
Head of Media Relations Tel: +44 (0) 131 243 5572
Mark Elliott
BFG
Bill Grimsey Tel: +44 (0) 20 7796 4133
Bill Hoskins (on 17 December 2004 only)
Citigroup
(Financial adviser and broker to BFG) Tel: +44 (0) 20 7986 4000
Ian Hart
Ted Kuh
Ed Matthews (Corporate Broking)
UBS Investment Bank
(Financial adviser and broker to BFG) Tel: +44 (0) 20 7567 8000
Adrian Haxby
Michael Lacey-Solymar
gcg hudson sandler
(Public relations adviser to BFG) Tel: +44 (0) 20 7796 4133
Andrew Hayes
Noemie de Andia
Deutsche Bank, which is regulated by the Financial Services Authority for the
conduct of designated investment business in the United Kingdom, is acting for
Giant BidCo and Baugur in connection with the Proposals and will not be
responsible to anyone other than Giant BidCo and Baugur for providing the
protections afforded to clients of Deutsche Bank nor for providing advice in
relation to the Proposals or any matter referred to in this announcement.
Kaupthing Limited, a subsidiary of Kaupthing, which is regulated by the
Financial Services Authority for the conduct of designated investment business
in the United Kingdom, is acting for Giant BidCo and Baugur in connection with
the Proposals and will not be responsible to anyone other than Giant BidCo and
Baugur for providing the protections afforded to clients of Kaupthing nor for
providing advice in relation to the Proposals or any matter referred to in this
announcement.
Landsbanki, which is regulated in Iceland by the Financial Supervisory
Authority, is acting for Giant BidCo and Baugur and no one else in connection
with the Proposals and will not be responsible to anyone other than Giant BidCo
and Baugur for providing the protection afforded to clients of Landsbanki nor
for providing advice in relation to the Proposals or the contents of or any
matter referred to in this announcement.
Citigroup is acting for BFG and no one else in relation to the Proposals and
will not be responsible to anyone other than BFG for providing the protections
afforded to clients of Citigroup nor for providing advice in relation to the
Proposals, the content of this announcement or any other matter referred to
herein.
UBS is acting for BFG and no one else in relation to the Proposals and will not
be responsible to anyone other than BFG for providing the protections afforded
to clients of UBS nor for providing advice in relation to the Proposals, the
content of this announcement or any other matter referred to herein.
This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any jurisdiction. BFG
Shareholders are advised to read carefully the formal documentation in relation
to the Proposals once it has been dispatched.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City 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 the UK.
For immediate release 17 December 2004
RECOMMENDED PROPOSALS
for the acquisition of
THE BIG FOOD GROUP PLC
by
GIANT BIDCO LIMITED
to be effected
by means of a Scheme of Arrangement
under section 425 of the Companies Act 1985
1. Introduction
The boards of Giant BidCo and BFG announce that they have reached agreement on
the terms of recommended Proposals under which Giant BidCo will acquire the
issued and to be issued share capital of BFG.
Giant BidCo is a newly incorporated company that has been formed for the
purposes of implementing the Proposals and is currently owned by certain members
of the Giant BidCo Consortium. The Giant BidCo Consortium consists of BG
Holding (a wholly-owned subsidiary of Baugur) and its investment partners, TBH
Trading Limited, Burdaras hf, Talden Holding S.A., Kevin Stanford, Bank of
Scotland (through its wholly-owned subsidiary, Uberior Investments Plc) and
Kaupthing.
2. The Proposals
It is intended that the acquisition is to be implemented by way of a Court
sanctioned Scheme of Arrangement under section 425 of the Companies Act. Under
the terms of the Scheme, which will be subject to the conditions set out in
Appendix I to this announcement and subject to the further terms and the
conditions to be set out in the Scheme Document, BFG Shareholders (other than
the Baugur Holder in respect of some of its BFG Shares as detailed below) will
receive:
for each BFG Share 95 pence in cash
The consideration under the Proposals represents a premium of:
- 3.0 per cent. to the closing price of BFG Shares on 16 September 2004
being the last Business Day prior to the commencement of the Offer Period; and
- 12.8 per cent. to the average closing price of BFG Shares for the 30
Business Days prior to 16 September 2004.
The Proposals value the entire issued share capital of BFG at approximately #326
million and #340 million on a fully diluted basis.
The Baugur Holder currently holds 75,941,564 BFG Shares, representing
approximately 22.1 per cent. of the existing issued share capital of BFG. Under
the Proposals, the Baugur Holder will receive the 95 pence per share cash
consideration in respect of 28,105,263 of its BFG Shares, representing
approximately 8.2 per cent. of the existing issued share capital of BFG. The
consideration due to the Baugur Holder in respect of its remaining 47,836,301
BFG Shares, representing approximately 13.9 per cent. of the existing issued
share capital of BFG, will be received by way of Giant BidCo Group Securities.
As a result of its interest in the Proposals, the Baugur Holder is precluded
from voting at the Court Meeting and has undertaken not to vote at the BFG EGM.
The Baugur Holder will, however, undertake to the Court to be bound by the
Scheme.
In addition, votes attaching to BFG Shares controlled by members of the Giant
BidCo Consortium, by members of their respective Groups or by persons acting in
concert with those entities will not be exercised at the Court Meeting or at the
BFG EGM.
In light of the Proposals, the board has announced that it is not proposing to
pay an interim dividend unless the Scheme fails to become effective. If the
Scheme does not become effective, an interim dividend of 1.0 pence per BFG Share
will be paid.
3. Recommendation
The BFG Directors, who have been so advised by Citigroup and UBS, consider the
terms of the Proposals to be fair and reasonable. In providing their advice,
Citigroup and UBS have taken into account the BFG Directors' commercial
assessments.
Accordingly, the BFG Directors believe that the terms of the Proposals are in
the best interests of the BFG Shareholders as a whole and unanimously recommend
BFG Shareholders vote in favour of the resolutions to be proposed at the Court
Meeting and the BFG EGM as they (together with certain members of their
immediate families and connected persons (within the meaning of Section 346 of
the Companies Act)) have irrevocably undertaken to do in respect of their
holdings of 2,762,945 BFG Shares in aggregate, representing approximately 0.8
per cent. of the existing issued share capital of BFG.
4. Background to and reasons for recommendation of the Proposals
Since its formation in 2000, BFG has followed a strategy of developing its
business units into growth areas supported by integrated central functions. The
integration process has been successful and costs controlled effectively.
However, progress within the customer facing business units has been more
difficult. Whilst the small foodservice business of Woodward has responded to
the investment made in that business, the much larger units of Booker and
Iceland have found it difficult to grow sales in their sectors.
Over the last four years, food retailing in the UK has undergone significant
change. Large supermarket chains have entered the high street and neighbourhood
segments which offer growth as changing customer habits favour convenience
shopping. Iceland stores and Booker's independent retail customers are well
located to participate in this growth but require investment to offer the width
of product range associated with today's convenience offer. In Booker, the
strategy has been to develop its delivered wholesale proposition alongside its
inherent strengths in cash and carry. In Iceland, the strategy has been to
re-invest in the store estate with greater emphasis on fresh produce and chilled
and ambient grocery products.
These strategies have, in part, also been successful. Booker has grown its
Premier fascia from approximately 500 to 1,800 customers over the four-year
period and has increased profitability through improved buying terms and cost
efficiencies. Iceland's new concept stores have improved sales densities and
increased participation in the full weekly shopping basket.
In 2004, the food retail market has seen a second strategic shift. Following the
supermarket consolidation earlier this year, retail prices have moved sharply
downwards with an increased share of spend taken by the everyday low price
format and away from the promotional format traditionally favoured by Iceland.
Whilst improved buying terms have supported margins in the short term, Iceland
has seen a decline in volumes and customer transactions. The BFG Directors
expect this difficult competitive landscape to persist. Moreover, the clearance
by the competition authorities of recent acquisitions in the convenience and
high street segments by the major supermarket chains has made it clear that the
authorities will continue to allow such expansion.
Opportunities for growth by acquisition have also been explored in all segments
of BFG, but these have not proved possible, partly as a result of the
competition for assets from the major supermarket chains. BFG's interest in
Londis, for example, would have provided facilities for delivered wholesale as
well as increasing share of the convenience market. More generally, BFG's
ability to grow by acquisition has been and would continue to be constrained by
its existing degree of leverage and the current pension fund deficit.
In the light of these factors, the BFG Directors considered carefully the
approach from Baugur. Following a period of due diligence, Giant BidCo has now
put forward a firm proposal to acquire the Company at 95 pence per BFG Share.
The BFG Directors, having considered the above factors, believe that 95 pence
per BFG Share offers BFG Shareholders certain cash value which fairly reflects
the value of the Company today. As a result, the BFG Directors are unanimously
recommending that BFG Shareholders vote in favour of the Proposals.
5. Holdings and shareholder support
The Baugur Holder currently holds 75,941,564 BFG Shares, representing
approximately 22.1 per cent. of the existing issued share capital of BFG. As a
result of its interest in the Proposals, the Baugur Holder is precluded from
voting at the Court Meeting and has undertaken not to vote at the BFG EGM. The
BFG Shares held by the Baugur Holder will not therefore count towards the
majorities required to approve the Scheme. The Baugur Holder will, however,
undertake to the Court to be bound by the Scheme.
In addition, votes attaching to BFG Shares controlled by members of the Giant
BidCo Consortium, by members of their respective Groups or by persons acting in
concert with those entities will not be exercised at the Court Meeting or at the
BFG EGM.
The BFG Directors (together with certain members of their immediate families and
connected persons (within the meaning of Section 346 of the Companies Act)) have
irrevocably undertaken to vote in favour of the Proposals in respect of their
holdings of 2,762,945 BFG Shares in aggregate, representing approximately 0.8
per cent. of the existing issued share capital of BFG, 1.0 per cent. of the BFG
Shares entitled to vote at the Court Meeting and 0.8 per cent. of the BFG Shares
entitled to vote at the BFG EGM. These irrevocable undertakings continue to be
binding in the event of a competing offer.
In addition, Giant BidCo has received non-binding letters of intent from certain
institutional investors to vote in favour of the Proposals in respect of
65,859,234 BFG Shares in aggregate, representing approximately 19.2 per cent. of
the existing issued share capital of BFG, 24.6 per cent. of the BFG Shares
entitled to vote at the Court Meeting and 19.2 per cent. of the BFG Shares
entitled to vote at the BFG EGM.
In aggregate, therefore, Giant BidCo has received irrevocable undertakings or
non-binding letters of intent to vote in favour of the Proposals in respect of
68,622,179 BFG shares in aggregate, representing approximately 20.0 per cent. of
the existing issued share capital of BFG, 25.6 per cent. of the BFG Shares
entitled to vote at the Court Meeting and 20.0 per cent. of the BFG Shares
entitled to vote at the BFG EGM.
6. Inducement fee and other arrangements
As part of the negotiations between Baugur and certain investment partners and
BFG, BFG, at the request of Baugur and certain investment partners, has entered
into inducement fee arrangements. The inducement fees, totalling #3.2 million,
are payable by BFG in the amounts of #1.3 million to BG Holding, #1.3 million to
TBH Trading Limited and #0.6 million to Uberior Investments Plc if, either:
(i) prior to the lapse or withdrawal of the Proposals, an
Independent Competing Offer for BFG is announced and that Independent Competing
Offer or another Independent Competing Offer subsequently becomes or is declared
unconditional in all respects or is otherwise completed or implemented; or
(ii) the BFG Directors withdraw or adversely modify their
recommendation of the Proposals and subsequently the Proposals lapse or are
withdrawn.
In addition, Giant BidCo, Giant TopCo and BFG have entered into a Framework
Agreement, which governs their relationship during the period until the Scheme
becomes effective or the Proposals lapse. Among other things, the parties have
agreed to cooperate with regard to the process to implement the Scheme and the
Company has entered into certain undertakings concerning the conduct of business
by BFG during that period.
If the Directors are approached by any person with a view to making an
Independent Competing Offer, BFG has agreed to notify Giant TopCo of such an
approach. BFG has also agreed that it shall not directly or indirectly solicit
an offer or approach from any third party:
(i) to acquire all or a substantial part of the share capital
of BFG or a substantial part or value of the respective assets of BFG or any
material member of the BFG Group; or
(ii) with a view to undertaking a transaction which is an
alternative to the Proposals.
7. BFG Bondholders
It is the current intention of Giant BidCo that, following the Scheme becoming
effective, it will make appropriate proposals to the BFG Bondholders in order to
redeem all of the outstanding BFG Bonds in accordance with the make whole
provisions as set out in the offering memorandum dated 13 June 2002.
8. Management and employees
The Giant BidCo Consortium has not taken any decision in relation to the future
involvement in the Company's business of the Executive Directors following the
Scheme becoming effective. As at the date of this announcement, none of the
Executive Directors had served notice on the Company or indicated their
intention to do so as a consequence of the Proposals. Once the Scheme becomes
effective, Giant BidCo intends to hold discussions with all the members of the
senior management of the Company regarding their future involvement. The
contracts of the Executive Directors do not contain termination clauses in the
event of a change of control of the Company and therefore will remain in place
following the Scheme becoming effective.
Upon the Scheme becoming effective, the Non-Executive Directors will resign from
the board of BFG and persons nominated by Giant BidCo will be appointed as
directors of the Company.
The directors of Giant BidCo have given assurances to BFG that, following the
Scheme becoming effective, the employment rights of the existing BFG employees,
including employees of the Iceland business up to the date of the transfer of
the Iceland business to IceCo, for so long as they remain employed by a
subsidiary of Giant BidCo, will be fully safeguarded.
The directors of IceCo have given assurances to the Directors and the directors
of Giant BidCo that following the acquisition of the Iceland business by IceCo,
the employment rights of the employees of IceCo will be fully safeguarded.
9. Pensions
The BFG Pension Scheme is in deficit. The Trustee has entered into an agreement
with Giant TopCo which provides, among other things, that following the Scheme
becoming effective, a lump sum payment of #35 million will be made to the BFG
Pension Scheme and increased monthly employer contributions will be made by the
Giant BidCo Group for each of the next three years.
As a result of the planned separation of Iceland, certain companies including
Iceland Foods plc and its subsidiaries cease to be participating employers in
the BFG Pension Scheme. A new discrete scheme will be established on a defined
contribution basis. The employer and employee contributions to this new scheme
will be maintained at the level in force for the relevant employees immediately
prior to this announcement. Life assurance and lump sum death in service
benefits will continue on the existing terms.
10. Information on BFG, interim results highlights and trading update
Information on BFG
BFG was formed in 2000 through the merger of Iceland and Booker. BFG is an
integrated food provider incorporating Booker (the largest cash and carry
business in the UK), Iceland (a convenience food retailer and a market leader in
frozen food retail), Woodward Foodservice (the UK's third largest frozen food
supplier to caterers) and Expert Group (BFG's logistics and appliance care
business). BFG's businesses trade from 950 sites and employ approximately 30,000
people.
Interim results highlights
For the 53 weeks ended 2 April 2004, the BFG Group reported total turnover of
#5,151.6 million (52 weeks ended 28 March 2003, #5,060.9 million), profit on
ordinary activities before amortisation of goodwill, exceptional items and tax
of #50.1 million (52 weeks ended 28 March 2003, #37.1 million) and earnings per
share (before exceptional items and amortisation of goodwill) of 15.2 pence (52
weeks ended 28 March 2003, 9.3 pence). Shareholders' funds as at 2 April 2004
were #426.6 million (as at 28 March 2003, #406.5 million).
For the 24 weeks ended 17 September 2004, the BFG Group reported total turnover
of #2,288.2 million (24 weeks to 12 September 2003, #2,390.8 million), profit on
ordinary activities before amortisation of goodwill, exceptional items and tax
of #13.4 million (24 weeks to 12 September 2003, #12.8 million re-stated) and
earnings per share (before exceptional items and amortisation of goodwill) of
2.8 pence (24 weeks to 12 September 2003, 4.2 pence re-stated). Shareholders'
funds as at 17 September 2004 were #272.2 million (as at 12 September 2003,
#279.7 million re-stated).
Trading update
Like-for-like sales for the 5 weeks to 10 December 2004 were as follows:
FY 04 / 05 5 weeks to 5 weeks to
Q1 Q2 5 November 2004 10 December 2004
% % % %
Group (0.5) (3.3) (3.1) (3.9)
Booker (1.1) (4.1) (3.9) (4.4)
- Tobacco (0.1) (3.5) (3.1) (2.9)
- Non Tobacco (1.8) (4.6) (4.4) (5.4)
Woodward 32.2 27.3 23.2 22.6
Iceland (1.7) (3.9) (3.4) (4.9)
The competitive environment continues to impact both the high street and
neighbourhood segments and trading at both Iceland and Booker has remained
difficult.
So far during the third quarter, Booker has recruited a further 90 Premier
fascia customers bringing the total stores under this fascia to 1,811. Over the
same period, Iceland has completed 39 refits and together with 1 new store now
has 271 stores trading in one of the new formats.
Average net debt for the 36 weeks to 10 December 2004 was approximately #259
million.
11. Information on Giant BidCo and financing
The Cash Consideration will be funded from a combination of equity investment in
Giant TopCo and shareholder loans to Giant MidCo by the members of the Giant
BidCo Consortium and committed facilities jointly arranged and fully
underwritten by Bank of Scotland, Kaupthing and Landsbanki.
Deutsche Bank, financial adviser and broker to Giant BidCo, has confirmed that
it is satisfied that sufficient resources are available to Giant BidCo to
satisfy the full cash consideration payable to BFG Shareholders (including the
Baugur Holder, in respect of 28,105,263 (out of a total of 75,941,564) BFG
Shares held by it) under the terms of the Proposals.
a) Giant BidCo
Giant BidCo is a limited company incorporated in England and Wales on 10
December 2004 for the purposes of implementing the Proposals. It is a
wholly-owned subsidiary of Giant MidCo, which, in turn, is a wholly-owned
subsidiary of Giant TopCo. The shares in Giant TopCo are held by certain
members of the Giant BidCo Consortium. Giant BidCo has not traded since its
date of incorporation, nor has it entered into any obligations other than in
connection with the Proposals and the financing of the Proposals. The future
plans for the Giant BidCo Group should the Scheme become effective are described
below.
b) Director of Giant BidCo
The director of Giant BidCo is Gunnar Sigurdsson.
c) Debt financing
To finance the balance of the cash consideration due under the Proposals not met
out of the cash resources made available through the equity and shareholder debt
investments mentioned above, to refinance existing debt of BFG, provide working
capital for BFG after completion of the acquisition, pay certain fees and
expenses associated with the Proposals and fund the payment to the defined
benefit BFG Pension Scheme mentioned in paragraph 9 above, Giant BidCo also has
in place #450 million of senior debt, mezzanine debt and working capital
facilities, which are jointly arranged and fully underwritten by Bank of
Scotland and Kaupthing. In addition, Giant BidCo has a #363 million bridging
facility, which has been arranged and fully underwritten by Bank of Scotland,
Kaupthing and Landsbanki.
Under agreements for the provision of these debt facilities, Giant BidCo and
Giant TopCo have agreed, save as may be required by the Panel, not to waive or
amend any material term or condition to the Scheme without prior written consent
of a specified majority of the lenders for each debt facility agreement.
d) Further information on the Giant BidCo Consortium
Baugur
Baugur is an international investment company based in Reykjavik, Iceland, with
operations and investments in Iceland, Scandinavia and the UK. The company is
majority-owned by current president and chief executive, Jon Asgeir Johannesson,
and his family.
Baugur's investments are principally within the food and retail sectors. As
part of its investment strategy, Baugur will often co-invest with other major
investors and institutions.
In the UK, Baugur has acquired a number of fashion retailers, namely Oasis
Stores (November 2003), Coast (November 2003), Karen Millen (June 2004) and
Whistles (June 2004). These businesses have been consolidated into one group
called Mosaic Fashions. Baugur has also acquired, Hamleys toy company (August
2003), Goldsmiths jewellery store chain (May 2004), MK One fashion chain
(November 2004) and health products group, Julian Graves (December 2003).
In Denmark, Baugur is the largest shareholder in the Magasin Du Nord department
stores. In Iceland, Baugur remains the principal shareholder in Hagar,
Iceland's largest retail company. It also has a significant shareholding in
Stodir, the biggest real estate company in Iceland and in Og Vodafone, which
operates telecoms and media services including television, radio and newspapers
throughout Iceland.
As at 31 December 2003, Baugur had consolidated total assets of ISK 56.1 billion
(#456.6 million) and consolidated net assets of ISK 27.9 billion (#227.1
million). For the 10 months ended 31 December 2003, Baugur had total income
post tax of ISK 9.5 billion (#77.3 million).
Following the Scheme becoming effective, Baugur will be the indirect beneficial
owner of approximately 42.9 per cent. of Giant TopCo.
TBH Trading Limited (TBH)
TBH is ultimately a wholly-owned subsidiary of West Coast Capital, a private
equity fund established in February 2001 and owned and funded by the retail
entrepreneur Tom Hunter and corporate adviser Jim McMahon. West Coast Capital
invests mainly in the retail and property sectors and has substantial liquid
reserves available for investment, often co-investing with other major investors
and institutions.
Following the Scheme becoming effective, TBH will be the beneficial owner of
approximately 13.4 per cent. of Giant TopCo.
Burdaras hf (Burdaras)
Burdaras is an Icelandic investment company listed on the Icelandic Stock
Exchange. In September 2004, Burdaras merged with fellow Icelandic investment
company, Kaldbakur hf. Burdaras principally invests in and operates
subsidiaries and associated companies, and has a strategically diversified
investment portfolio in listed and unlisted investments. The investment
strategy is primarily focused on private equity investments within the
Financial, IT and Telecoms sectors in Europe. .
As at 30 September 2004, Burdaras had total assets of ISK 52.8 billion (#429.7
million) and consolidated net assets of ISK 32.0 billion (#260.4 million). For
the year ended 2003, Burdaras had revenue of ISK 6.0 billion (#48.8 million) and
profit before tax of ISK 5.5 billion (#44.8 million). The market capitalisation
of Burdaras, based on closing prices on 16 December 2004, the last practicable
date prior to this announcement, was approximately ISK 67.0 billion (#545.2
million).
Following the Scheme becoming effective, Burdaras will be the beneficial owner
of approximately 11.6 per cent. of Giant TopCo.
Talden Holding S.A.(Talden)
Talden is an investment company based in Luxembourg and is a wholly-owned
subsidiary of Icelandic company, Fons Eignarhaldsfelag hf.
Following the Scheme becoming effective, Talden will be the beneficial owner of
approximately 8.9 per cent. of Giant TopCo.
Kevin Stanford
Kevin Stanford is a co-founder of clothing retailer Karen Millen, who sold his
stake in the business to Baugur in June 2004.
Following the Scheme becoming effective, Kevin Stanford will be the beneficial
owner of approximately 8.9 per cent. of Giant TopCo.
Uberior Investments Plc (Uberior), a wholly-owned subsidiary of Bank of Scotland
Uberior operates as a holding company for investments arranged by various
business divisions within Bank of Scotland. These investments are made for Bank
of Scotland's own account in a broad range of business sectors.
Uberior is a wholly-owned subsidiary of Bank of Scotland which in turn is a
wholly-owned subsidiary of HBOS plc (HBOS). HBOS was formed from the merger of
Halifax plc with Bank of Scotland in September 2001 and is a diversified
financial services company providing, inter alia, corporate and treasury
services in addition to retail banking services to companies in the UK and
overseas.
For the 12 month period ended 31 December 2003, Uberior reported profit before
tax of #34.5 million (#16.8 million for the 12 month period ended 31 December
2002), total assets of #1.1 billion (#772.8 million for the 12 month period
ended 31 December 2002) and net assets of #378 million (#20.8 million for the 12
month period ended 31 December 2002).
Following the Scheme becoming effective, Uberior will be the beneficial owner of
approximately 8.9 per cent. of Giant TopCo.
Kaupthing
Kaupthing is one of the ten largest banks in the Nordic countries and aims to be
one of the leading investment banks in that region.
As at 30 September 2004 Kaupthing had consolidated total assets of ISK 1,521.5
billion (#12.4 billion). For the first nine months of 2004 Kaupthing had a pro
forma net operating income of ISK 34.4 billion (#280.0 million) and net profit
after tax of ISK 11.7 billion (#95.3 million). The market capitalisation of
Kaupthing, based on closing prices on 16 December 2004, the last practicable
date prior to this announcement, was approximately ISK 296.0 billion (#2.4
billion).
Following the Scheme becoming effective, Kaupthing will be the beneficial owner
of approximately 5.4 per cent. of Giant TopCo.
12. Future plans for the BFG Group
Baugur has been a significant shareholder of BFG since October 2002, and has
been supportive of the existing management as it has implemented its current
strategy during a period of significant change in the UK food retailing
environment. Despite a number of positive initiatives within the Company,
Baugur believes that, in the face of increased competition, BFG in its present
form is no longer well-positioned to compete effectively within the UK market
place and would therefore be better suited to the private domain. As a result,
Baugur, together with the other members of the Giant BidCo Consortium, have
decided to make the Proposals to BFG Shareholders in order to give them a
certain cash exit at an attractive price.
Following the Scheme becoming effective, Giant BidCo will undertake a strategic
re-organisation of the BFG Group that will include deconsolidating the
businesses of the BFG Group into their constituent parts.
Giant BidCo will undertake a financial restructuring whereby certain properties
held by the BFG Group will be sold to PropCo for #213 million and all but three
vacant plots of land will be leased back to the selling companies. PropCo is a
company acquired for the purpose of the acquisition of the properties and is
owned by BG Holding (a wholly-owned subsidiary of Baugur), West Coast Capital
Prestven Limited, Prestbury Investment Holdings Limited, PIHL Wentworth Manager
Limited and Bank of Scotland (through its wholly-owned subsidiary, Uberior
Ventures Limited). Prestbury Investment Holdings Limited is a leading property
investment company in the UK.
Following the financial restructuring, the business of Iceland will be sold to
IceCo for a total consideration of #150 million (the Ice Sale). IceCo is a
newly incorporated company formed for the purposes of undertaking the Ice Sale.
At the time of the Ice Sale, IceCo will be owned by Talden Holding S.A., BG
Holding (a wholly-owned subsidiary of Baugur), Burdaras hf, Kaupthing, Milestone
and Landsbanki. A new management team including Malcolm Walker, Andrew
Pritchard and Tarsem Dhaliwal will be brought in as co-investors to run and
develop the business of Iceland, subject to the purchase by Baugur of the shares
and loan notes in Cooltrader (Holdings) Limited owned by funds managed by
Gresham LLP.
Giant BidCo has entered into legally binding agreements in relation to the
disposals to PropCo and IceCo that are conditional, inter alia, upon the Scheme
becoming effective.
13. Scheme of Arrangement
The Proposals will be effected by means of a Scheme of Arrangement between BFG
and the Scheme Shareholders under section 425 of the Companies Act. The purpose
of the Scheme is to provide for Giant BidCo to become the owner of the whole of
the issued and to be issued share capital of BFG. This is to be achieved by the
cancellation of the Scheme Shares held by Scheme Shareholders and the
application of the reserve arising from such cancellation in paying up in full a
number of New BFG Shares (which is equal to the number of Scheme Shares
cancelled) and issuing the same to Giant BidCo and/or its nominees in
consideration for which Scheme Shareholders will receive consideration on the
basis set out in the introduction and in Section 2 of this announcement.
It is expected that the Scheme Document will be posted on 22 December 2004 and
that the Scheme will become effective on 11 February 2005, subject to the
satisfaction or waiver of all the Conditions set out in Appendix I to this
announcement.
The Scheme is subject to the Conditions and certain further terms referred to in
Appendix I to this announcement. In particular, the Scheme requires the
approval of BFG's Shareholders (other than the Baugur Holder) by the passing of
a resolution at the Court Meeting on 21 January 2005. The resolution must be
approved by a majority in number of the BFG Shareholders present and voting,
either in person or by proxy, representing not less than 75 per cent. in value
of the BFG Shares held by such BFG's Shareholders. The Baugur Holder will not
be entitled to vote at the Court Meeting to approve the Scheme. The Baugur
Holder will, however, undertake to the Court to be bound by the Scheme.
Implementation of the Scheme, which must occur by 25 February 2005, will also
require the passing of the Special Resolution, requiring the approval of BFG's
Shareholders representing at least 75 per cent. of the votes cast at the BFG
EGM, which will be held immediately after the Court Meeting. The Baugur Holder
has undertaken not to vote at the BFG EGM.
In addition, votes attaching to BFG Shares controlled by members of the Giant
BidCo Consortium, by members of their respective Groups or by persons acting in
concert with those entities will not be exercised at the Court Meeting or at the
BFG EGM.
Following the Meetings, the Scheme and the related reduction of BFG's share
capital must be sanctioned and confirmed by the Court and will only become
effective on delivery to the Registrar of Companies of:
(i) a copy of the Scheme Court Order sanctioning the Scheme; and
(ii) a copy of the Reduction Court Order.
Upon the Scheme becoming effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the BFG EGM.
As part of the Scheme, BFG will also be re-registered as a private company.
Giant BidCo intends that, following the Scheme becoming effective, it will
procure that BFG applies to the London Stock Exchange for the BFG Shares to
cease trading, and to the UK Listing Authority to remove the BFG Shares from the
Official List.
Further details of the Scheme will be contained in the Scheme Document.
Expected timetable of principal events:
Event
Posting of Scheme Document 22 December 2004
Court Meeting 10:00am on 21 January 2005
Extraordinary General Meeting 10:15am on 21 January 2005
Court hearing to sanction the Scheme
(if approved by the BFG Shareholders) 8 February 2005
Court hearing to confirm the Capital Reduction
(if sanctioned by the BFG Shareholders) 10 February 2005
Effective Date of the Scheme
(if sanction and confirmation of the Court is received) 11 February 2005
Latest date for consideration to be posted to shareholders
(if Scheme becomes effective on 11 February 2005) 25 February 2005
A more detailed timetable will be included within the Scheme Document.
14. Disclosure of interests in BFG
As at the close of business on 16 December 2004, being the last practicable date
prior to this announcement, the following persons acting in concert with Giant
BidCo (or in the case of TBH Trading Limited and Uberior Investments Plc,
persons deemed to be acting in concert with them) owned or controlled the
following BFG Shares:
Name Number of BFG shares
The Baugur Holder 75,941,564
Uberior Investments Plc 526,025
Kaupthing 45,000
TBH Trading Limited 500
Save as disclosed in this announcement, neither Giant BidCo nor, so far as Giant
BidCo is aware, any person acting in concert with Giant BidCo owns or controls
any BFG Shares or options to purchase BFG Shares or derivatives referenced to
any such shares.
15. BFG Share Schemes
Appropriate proposals will be made to members of the BFG Share Schemes in due
course. Details of these proposals will be set out in the Scheme Document and
in separate letters to be sent to members of the BFG Share Schemes.
16. General
The availability of the Proposals to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. Any persons who are subject
to the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements.
Press enquiries
For further information contact:
For investors / shareholders / media
Gavin Anderson & Company
(Public relations adviser
to Giant BidCo and Baugur) Tel: +44 (0) 20 7554 1400
Halldor Larusson Tel: +44 (0) 7979 756 572
Deutsche Bank
(Financial adviser and broker
to Giant BidCo and Baugur) Tel: +44 (0) 20 7545 8000
Damian Thornton
Joanna Lea
Toby Clark (Corporate Broking)
Bank of Scotland
Head of Media Relations Tel: +44 (0) 131 243 5572
Mark Elliott
BFG
Bill Grimsey Tel: +44 (0) 20 7796 4133
Bill Hoskins (on 17 December 2004 only)
Citigroup
(Financial adviser and broker to BFG) Tel: +44 (0) 20 7986 4000
Ian Hart
Ted Kuh
Ed Matthews (Corporate Broking)
UBS Investment Bank
(Financial adviser and broker to BFG) Tel: +44 (0) 20 7567 8000
Adrian Haxby
Michael Lacey-Solymar
gcg hudson sandler
(Public relations adviser to BFG) Tel: +44 (0) 20 7796 4133
Andrew Hayes
Noemie de Andia
Deutsche Bank, which is regulated by the Financial Services Authority for the
conduct of designated investment business in the United Kingdom, is acting
exclusively for Giant BidCo and Baugur in connection with the Proposals and will
not be responsible to anyone other than Giant BidCo and Baugur for providing the
protections afforded to clients of Deutsche Bank nor for providing advice in
relation to the Proposals or any matter referred to in this announcement.
Kaupthing Limited, a subsidiary of Kaupthing, which is regulated by the
Financial Services Authority for the conduct of designated investment business
in the United Kingdom, is acting for Giant BidCo and Baugur in connection with
the Proposals and will not be responsible to anyone other than Giant BidCo and
Baugur for providing the protections afforded to clients of Kaupthing nor for
providing advice in relation to the Proposals or any matter referred to in this
announcement.
Landsbanki, which is regulated in Iceland by the Financial Supervisory
Authority, is acting for Giant BidCo and Baugur and no one else in connection
with the Proposals and will not be responsible to anyone other than Giant BidCo
and Baugur for providing the protection afforded to clients of Landsbanki nor
for providing advice in relation to the Proposals or the contents of or any
matter referred to in this announcement.
Citigroup is acting for BFG and no one else in relation to the Proposals and
will not be responsible to anyone other than BFG for providing the protections
afforded to clients of Citigroup nor for providing advice in relation to the
Proposals, the content of this announcement or any other matter referred to
herein.
UBS is acting for BFG and no one else in relation to the Proposals and will not
be responsible to anyone other than BFG for providing the protections afforded
to clients of UBS nor for providing advice in relation to the Proposals, the
content of this announcement or any other matter referred to herein.
This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any jurisdiction. BFG
Shareholders are advised to read carefully the formal documentation in relation
to the Proposals, the contents of this announcement or any other matter referred
to herein.
Appendix I of this announcement contains a summary of the conditions and certain
further terms of the Proposals.
Appendix II of this announcement contains details of the bases and sources of
the financial information set out in this announcement.
Appendix III of this announcement contains definitions of certain expressions
used in this announcement.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City 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 the UK.
Appendix I: Conditions to the implementation of the Proposals
1. The Proposals will be conditional upon the Scheme becoming
unconditional and becoming effective by not later than 25 February 2005 or such
later date (if any) as BFG and Giant BidCo may agree and (if required) the Court
shall approve.
2. The Scheme will be conditional upon:
(a) approval of the Scheme by a majority in number representing 75 per
cent. or more in value of BFG Shareholders (other than the Baugur Holder)
present and voting, either in person or by proxy, at the Court Meeting or at any
adjournment of that meeting;
(b) the resolution* in connection with or required to approve and
implement the Scheme being duly passed by the requisite majority at the
Extraordinary General Meeting or at any adjournment of that meeting; and
(c) the sanction of the Scheme and the confirmation of the Capital
Reduction involved therein by the Court (in either case, with or without
modifications on terms acceptable to BFG and Giant BidCo) and the delivery of an
office copy of the Court Order and the minute of such reduction attached thereto
to the Registrar of Companies in England and Wales and the registration, in
relation to the Capital Reduction, of such Court Order by him.
3. BFG and Giant BidCo have agreed that, subject as stated in paragraph
4 below, the Proposals will be conditional upon the following matters and,
accordingly, the necessary actions to make the Proposals effective will not be
taken unless the Conditions (as amended if appropriate) have been satisfied or
waived:
(a) it being established, in terms satisfactory to Giant BidCo, that the
Office of Fair Trading does not intend to refer the Proposals or any matter
arising from the Proposals to the Competition Commission for investigation,
provided that, if a request to the European Commission is made by the competent
authorities of one or more Member States under Article 22(1) of the Regulation
and is accepted by the European Commission, then this sub-paragraph shall be
satisfied, if and only if:
(i) it is established, in terms satisfactory to Giant BidCo,
that it is not the intention of the European Commission to initiate proceedings
under Article 6(1)(c) of the Regulation; and
(ii) to the extent that the competent authorities of the United
Kingdom retain jurisdiction over any aspect of the Proposals, it is established,
in terms satisfactory to Giant BidCo, that the Proposals or any matter arising
from the Proposals will not be referred to the Competition Commission;
(b) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or association, institution or agency (including
any trade agency) or any court or other body (including any professional or
environmental body) or person in any relevant jurisdiction (each a Relevant
Authority) having decided to take, instituted or threatened any action,
proceeding, suit, investigation, enquiry or reference or enacted, made or
proposed and there not continuing to be outstanding any statute, regulation,
order or decision that would or might be reasonably expected to:
(i) make the Proposals or its implementation or the acquisition of any
shares in, or control of, BFG by any member of the Wider BidCo Group void,
unenforceable or illegal under the laws of any relevant jurisdiction or directly
or indirectly prohibit or otherwise materially restrict, prevent or delay or
interfere with the implementation of, or impose additional materially adverse
conditions or obligations with respect to, or otherwise challenge or interfere
with the Proposals or the acquisition of any shares in, or control of, BFG by
any member of the Wider BidCo Group;
(ii) require, prevent or delay the divestiture (or alter the terms of any
proposed divestiture) by the Wider BidCo Group or the Wider BFG Group of all or
any part of their respective businesses, assets or properties or impose any
limitation on their ability to conduct all or any part of their respective
businesses and to own any of their respective assets or properties which, in any
such case, is material in the context of the Wider BidCo Group or the Wider BFG
Group in either case taken as a whole;
(iii) impose any limitation on, or result in any delay in, the ability of
any member of the Wider BidCo Group to acquire or hold or to exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities (or the equivalent) in, or to exercise voting or management
control over, any member of the Wider BFG Group or on the ability of any member
of the Wider BFG Group to hold or exercise effectively, directly or indirectly,
all or any rights of ownership of shares or other securities (or the equivalent)
in, or to exercise management control over, any other member of the Wider BFG
Group which, in any such case, is material in the context of the Wider BidCo
Group or the Wider BFG Group in either case taken as a whole;
(iv) require any member of the Wider BidCo Group or of the Wider BFG Group
to acquire or offer to acquire any shares or other securities (or the
equivalent) in any member of the Wider BFG Group or any member of the Wider
BidCo Group or any asset owned by any third party (other than in the
implementation of the Proposals) which, in any such case, is material in the
context of the Wider BidCo Group or the Wider BFG Group in either case taken as
a whole;
(v) impose any limitation on the ability of any member of the Wider BidCo
Group or the Wider BFG Group to conduct or integrate or co-ordinate its
business, or any part of it, with the businesses or any part of the businesses
of any other member of the Wider BidCo Group and/or the Wider BFG Group which,
in any such case, is material in the context of the Wider BidCo Group or the
Wider BFG Group in either case taken as a whole; or
(vi) otherwise adversely affect any or all of the business, assets,
financial or trading position or profits or prospects of any member of the Wider
BidCo Group or of the Wider BFG Group to an extent which is material in the
context of the Wider BidCo Group or of the Wider BFG Group in either case taken
as a whole,
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute or threaten any such action,
proceeding, suit, investigation, enquiry or reference in respect of the
Proposals or the proposed acquisition of any shares in BFG having expired,
lapsed or been terminated;
(c) all appropriate notifications and filings having been made in
connection with the Proposals and all applicable waiting periods (including any
extensions thereof) under any applicable legislation or regulation of any
relevant jurisdiction having expired, lapsed or been terminated in each case in
respect of the Proposals and the acquisition of any shares in, or control of,
BFG by Giant BidCo and all authorisations, orders, grants, recognitions,
confirmations, licences, consents, clearances, permissions and approvals
(together Authorisations) reasonably deemed by Giant BidCo to be appropriate in
any relevant jurisdiction for or in respect of the Proposals and the acquisition
or the proposed acquisition of any shares in, or control of, BFG by Giant BidCo
having been obtained in terms and in a form reasonably satisfactory to Giant
BidCo from appropriate Relevant Authorities or from any persons or bodies with
whom any member of the Wider BidCo Group or the Wider BFG Group has entered into
contractual arrangements and such Authorisations together with all material
Authorisations necessary or reasonably deemed by Giant BidCo to be applicable
for any member of the Wider BFG Group to carry on its business remaining in full
force and effect and no intimation of any intention to revoke, suspend, restrict
or modify or not to renew any of the same having been made at the time at which
the Scheme becomes effective and all necessary statutory or regulatory
obligations in any relevant jurisdiction having been complied with in connection
with the Proposals;
(d) save as fairly disclosed in writing (which shall include delivery of
a copy of the relevant document to Giant BidCo) by or on behalf of BFG to Giant
BidCo or as publicly announced to a Regulatory Information Service by or on
behalf of BFG in each case before 17 December 2004, there being no provision of
any agreement, arrangement, licence, permit or other instrument to which any
member of the Wider BFG Group is a party or by or to which any such member or
any of its assets is or may be bound, entitled or subject which, as a result of
the making or implementation of the Proposals or the acquisition or proposed
acquisition by any member of the Wider BidCo Group of any shares in, or change
in the control or management of, BFG or otherwise, would or might reasonably be
expected to result in, to an extent which is material in the context of the
Wider BFG Group taken as a whole:
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of any such member of the Wider BFG Group becoming repayable or
capable of being declared repayable immediately or earlier than the stated
repayment date or the ability of such member to borrow monies or incur any
indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member of the Wider BFG Group or any such security interest
(whenever arising or having arisen) becoming enforceable;
(iii) any assets or interest of, or any asset the use of which is enjoyed
by, any such member of the Wider BFG Group being or falling to be disposed of or
charged or any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be available to any
member of the Wider BFG Group;
(iv) the interest or business of any such member of the Wider BFG Group in
or with any other person, firm or company (or any agreements or arrangements
relating to such interest or business) being terminated or adversely affected;
(v) any such member of the Wider BFG Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) the value of any such member of the Wider BFG Group or its financial
or trading position or prospects being prejudiced or adversely affected;
(vii) any liability of any member of the Wider BFG Group to make any
severance, termination, bonus or other payment to any of the directors or the
officers;
(viii) any such agreement, arrangement, licence or other instrument being
terminated or adversely modified or any onerous obligation arising or any
adverse action being taken or arising thereunder; or
(ix) the creation of any liabilities (actual or contingent) by any such
member of the Wider BFG Group;
and no event having occurred which, under any provision of any agreement,
arrangement, licence or other instrument to which any member of the Wider BFG
Group is a party or by or to which any such member or any of its assets may be
bound or be subject, could reasonably be expected to result in any events or
circumstances as are referred to in subparagraphs (i) to (ix) of this paragraph
(e);
(e) except as fairly disclosed in writing (which shall include delivery
of a copy of the relevant document to Giant BidCo) by or on behalf of BFG to
Giant BidCo before 17 December, 2004 or disclosed in the Annual Report and
Accounts of BFG for the year ended 2nd April, 2004 or in the Interim Results, or
as publicly announced to a Regulatory Information Service by or on behalf of BFG
before 17 December, 2004, no member of the Wider BFG Group having since 2nd
April, 2004:
(i) save as between BFG and wholly-owned subsidiaries of BFG
and save for Scheme Shares issued pursuant to the BFG Share Schemes or options
granted or awards of shares there under, issued or agreed to issue or authorised
the issue of additional shares of any class, or securities, or securities
convertible into, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities;
(ii) recommended, declared, paid or made any bonus, dividend or
other distribution, whether payable in cash or otherwise, other than a
distribution by any wholly-owned subsidiary of BFG;
(iii) save for intra-BFG Group transactions and other than in the
ordinary course of business, implemented or authorised any merger or demerger or
acquired or disposed of or transferred, mortgaged or charged, or created any
other security interest over, any asset or any right, title or interest in any
asset which is, in any case, material in the context of the Wider BFG Group
taken as a whole;
(iv) save as between BFG and wholly-owned subsidiaries of BFG,
implemented or authorised any reconstruction, amalgamation, scheme or other
transaction or arrangement which is, in any case, material in the context of the
Wider BFG Group taken as a whole;
(v) save as between BFG and wholly-owned subsidiaries of BFG,
purchased, redeemed or repaid any of its own shares or other securities or
reduced or, save in respect of the matters referred to in sub-paragraph (i)
above, made or authorised any other change in its share capital;
(vi) save for intra-BFG Group transactions and other than in the
ordinary course of business made or authorised any change in its loan capital or
issued or authorised the issue of any debentures or incurred or increased any
indebtedness or contingent liability which is, in any case, material in the
context of the Wider BFG Group taken as a whole;
(vii) save as between BFG and wholly-owned subsidiaries of BFG,
entered into, varied or terminated, or authorised the entry into, variation or
termination of, any contract, transaction, commitment or arrangement (whether in
respect of capital expenditure or otherwise), otherwise than in the ordinary
course of business, which is of a long term, onerous or unusual nature or
magnitude or which involves or could involve an obligation of a nature or
magnitude which is, in any such case, material in the context of the Wider BFG
Group taken as a whole;
(viii) save as between BFG and wholly-owned subsidiaries of BFG,
entered into any contract, commitment or arrangement which would be materially
restrictive on the business of the Wider BFG Group or the Wider BidCo Group
other than to a nature and extent which is normal in the context of the business
concerned;
(ix) save as between BFG and wholly-owned subsidiaries of BFG, been
unable, or admitted in writing that it is unable, to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial part
of its business in each case where the consequence would be material in the
context of the Wider BFG Group taken as a whole;
(x) save as between BFG and wholly-owned subsidiaries of BFG,
taken any corporate action or had any legal proceedings started or threatened
against it for its winding-up (voluntary or otherwise), dissolution or
reorganisation (or for any analogous proceedings or steps in any jurisdiction)
or for the appointment of a receiver, administrator, administrative receiver,
trustee or similar officer (or for the appointment of any analogous person in
any jurisdiction) of all or any of its assets and revenues in each case where
the consequence would be material in the context of the Wider BFG Group taken as
a whole;
(xi) save as between BFG and wholly-owned subsidiaries of BFG,
waived, compromised or settled any claim which is material in the context of the
Wider BFG Group taken as a whole;
(xii) entered into or varied the terms of any service agreement or
arrangement with any director or senior executive of BFG or any member of the
Wider BFG Group;
(xiii) made (other than in connection with the Scheme) any alteration
to its memorandum or articles of association or other incorporation documents
which is material in the context of the Wider BFG Group taken as a whole;
(xiv) save as between BFG and wholly-owned subsidiaries of BFG, agreed
to provide or modified the terms of any of the BFG Share Schemes;
(xv) made or consented to any significant change to the terms of the
trust deeds constituting the pension schemes established for its directors and/
or employees and/or their dependants or to the benefits which accrue, or to the
pensions which are payable thereunder, or to the basis on which qualification
for or accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to, any change
to the trustees in each case where the consequence would be material in the
context of the Wider Giant Group taken as a whole; or
(xvi) entered into any contract, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to, or proposed or announced any intention to effect or propose, any of
the transactions, matters or events referred to in this condition;
(f) since 2nd April, 2004 (except as disclosed in the Annual Report and
Accounts of BFG for the year ended 2nd April, 2004 or the Interim Results or as
publicly announced to a Regulatory Information Service by or on behalf of BFG
before 17 December, 2004 and save as fairly disclosed in writing (which shall
include delivery of a copy of the relevant document to Giant BidCo) by or on
behalf of BFG to Giant BidCo before 17 December, 2004):
(i) no adverse change having occurred in the business, assets,
financial or trading position or profits or prospects of any member of the Wider
BFG Group which is material in the context of the Wider BFG Group taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider BFG Group or to
which any member of the Wider BFG Group is or may become a party (whether as
plaintiff or defendant or otherwise) and no enquiry or investigation by or
compliant or reference to any Relevant Authority or other investigative body
against or in respect of any member of the Wider BFG Group having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of any member of the Wider BFG Group which, in any such case, would or
might reasonably be expected to materially adversely affect the Wider BFG Group
taken as a whole;
(iii) no contingent or other liability having arisen which would
or might reasonably be expected to adversely affect the business, assets,
financial or trading position or profits or prospects of any member of the Wider
BFG Group to an extent which is material to the BFG Group taken as a whole; and
(iv) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider BFG Group, which is
necessary for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is material in the context of
the Wider BFG Group taken as a whole;
(g) save as fairly disclosed in writing (which shall include delivery of
a copy of the relevant document to Giant BidCo) by or on behalf of BFG to Giant
BidCo before 17 December, 2004 Giant BidCo not having discovered:
(i) that any financial, business or other information
concerning the Wider BFG Group publicly disclosed at any time by any member of
the Wider BFG Group is materially misleading, contains a material
misrepresentation of fact or omits to state a material fact necessary to make
the information contained therein not materially misleading;
(ii) that any member of the Wider BFG Group is subject to any
liability, contingent or otherwise, which is not disclosed in the Annual Report
and Accounts of BFG for the year ended 2nd April, 2004 or the Interim Results
and which is material in the context of the Wider BFG Group taken as a whole;
(iii) that any past or present member of the Wider BFG Group has
failed to comply with any applicable legislation or regulations of any
jurisdiction or any notice or requirement of any Relevant Authority with regard
to the storage, disposal, discharge, spillage, release, leak or emission of any
waste or hazardous or harmful substance or any substance likely to impair the
environment or harm human or animal health or otherwise relating to
environmental matters or that there has otherwise been any such storage,
disposal, discharge, spillage, release, leak or emission (whether or not the
same constituted non-compliance by any person with any such legislation or
regulation, and whenever the same may have taken place), any of which non-
compliance would be likely to give rise to any liability (whether actual or
contingent) or cost on the part of any member of the Wider BFG Group which, in
each case, is material in the context of the Wider BFG Group taken as a whole;
(iv) that there is or is likely to be any obligation or liability
(whether actual or contingent) of any member of the Wider BFG Group to make
good, repair, re-instate or clean up any property now or previously owned,
occupied, operated or made use of or controlled by any past or present member of
the Wider BFG Group under any environmental legislation, regulation, notice,
circular or order of any Relevant Authority in any jurisdiction which. in each
case, is material in the context of the Wider BFG Group taken as a whole; or
(v) any information which affects the import of any information
disclosed to Giant BidCo at any time by or on behalf of the Wider BFG Group and
which is material in the context of the Wider BFG Group taken as a whole.
4. Giant BidCo reserves the right to waive all or any of conditions 3(a)
to (h) inclusive, in whole or in part. Giant BidCo shall be under no obligation
to waive or treat as fulfilled any of conditions 3(a) to (h) inclusive by a date
earlier than the date specified in paragraph 1 above for the fulfilment thereof
notwithstanding that the other conditions of the Proposals may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
5. If Giant BidCo is required by the Panel to make an offer for any BFG
Shares under Rule 9 of the City Code, Giant BidCo may make such alterations to
the above conditions as are necessary to comply with that Rule.
6. The Proposals will lapse and the Scheme will not proceed (unless the
Panel otherwise consents) if, the acquisition of BFG is referred to the
Competition Commission.
7. Giant BidCo reserves the right to elect to implement the Proposals by
way of an Offer. In such event, such offer will be implemented on the same
terms (subject to appropriate amendments, including (without limitation) an
acceptance condition set at 90 per cent. (or such lesser percentage (being more
than 50 per cent.) as Giant BidCo may decide) of the shares to which such offer
relates), so far as applicable, as those which would apply to the Scheme.
8. For the purpose of these conditions:
Wider BidCo Group means Giant BidCo and its subsidiary undertakings, associated
undertakings and any other undertakings in which Giant BidCo and such
undertakings (aggregating their interests) have a substantial interest;
Wider BFG Group means BFG and its subsidiary undertakings, associated
undertakings and any other undertakings in which BFG and such undertakings
(aggregating their interests) have a substantial interest; and
for these purposes subsidiary undertaking, associated undertaking and
undertaking have the meanings given by the Companies Act 1985 (but for these
purposes ignoring paragraph 20(1)(b) of Schedule 4A to the Companies Act 1985)
and substantial interest means a direct or indirect interest in 20 per cent. or
more of the equity capital (as defined in the Act) of an undertaking.
9. For the purpose of the phrase "save as fairly disclosed in writing
(which shall include delivery of a copy of the relevant document to Giant BidCo)
by or on behalf of BFG to Giant BidCo" (as used in these conditions), "Giant
BidCo" shall be deemed to include:
(i) any member of the Giant BidCo Group or PropCo;
(ii) any member of the Giant BidCo Consortium;
(iii) Baugur; and
(iv) any professional advisors engaged by any of the persons falling within
sub-paragraphs (i), (ii) or (iii) above in connection with the Proposals.
10. The Proposals and the Scheme are governed by English law and will be
subject to the jurisdiction of the English courts and the conditions set out
above.
Appendix II: Bases and sources of the financial information
1. Unless otherwise stated:
(i) financial information relating to BFG has been extracted without material
adjustment from relevant published audited reports and accounts of BFG for the
relevant period, from the unaudited interim results of the BFG Group for the 24
weeks ended 17 September 2004 or from the unaudited interim results of the BFG
Group for the 24 weeks ended 12 September 2003; and
(ii) information relating to Giant BidCo has been provided by the Giant BidCo
director.
2. The value of the existing issued share capital of BFG of approximately
#326 million is based on 343,657,901 BFG shares in issue as at 16 December 2004
the last practicable date prior to this announcement.
3. The fully diluted value of BFG of approximately #340 million is based
on the fully diluted number of BFG Shares of 357,834,107 as at 16 December 2004,
the last practicable date prior to this announcement.
4. (i) The financial information relating to Baugur has been sourced
from the financial statements for the 10 month period ended 31 December 2003.
(ii) The financial information relating to Burdaras hf has been sourced from
the financial statements for the 12 month period ended 30 September 2004.
(iii) The financial information relating to Kaupthing has been sourced from the
financial statements for the 9 month period ended 30 September 2004.
(iv) The financial information relating to Uberior has been sourced from the
audited financial statements for the 12 month period ended 31 December 2003.
5. Unless otherwise stated, all prices quoted for shares are closing
mid-market prices as derived from the Daily Official List.
6. An exchange rate of #1.00 : ISK 122.87, being the exchange rate ruling
as at close of business on 16 December 2004, the last practicable date prior to
this announcement, has been used where appropriate
Appendix III: Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise.
Bank of Scotland The Governor and Company of the Bank of Scotland
Baugur Baugur Group hf, a company incorporated in Iceland
Baugur Group Baugur and its subsidiary undertakings
Baugur Holder A Holding S.A. (a wholly-owned subsidiary of Baugur, incorporated
in Luxembourg)
Baugur Shares the BFG Shares held on behalf of the Baugur Holder at the date of
this announcement
BFG or the Company The Big Food Group Plc, a company incorporated in England and
Wales with registered number 1529002
BFG Bondholders holders of BFG Bonds
BFG Bonds the 93/4 per cent. senior notes due 2012 issued by BFG
BFG Directors or Directors the directors of BFG, being George Greener, Bill Grimsey, Bill
Hoskins, Gerry Johnson, Andy Clarke, John Maxwell, Alan McWalter,
Kevin Loosemore and David Price
BFG Group BFG and its subsidiary undertakings at the date of this
announcement
BFG Pension Scheme the BFG pension scheme (formerly known as the Iceland Group
pension scheme)
BFG Share Schemes all or (where the context permits) any of the Company's Long Term
Incentive Scheme (including the Long Term Incentive Awards for
Andy Clarke); the Executive Share Option Scheme, the Executive
Performance-Related Share Option Plan, the Share Savings Scheme
and the Restricted Share Plan
BFG Shareholders or Shareholders holders of BFG Shares from time to time
BFG Shares or Shares the ordinary shares of 10 pence each in the capital of BFG
BG Holding BG Holding ehf, a wholly-owned subsidiary of A Holding S.A. which
is, in turn, a wholly-owned subsidiary of Baugur
Business Day any day, other than a Saturday, Sunday or public holiday or bank
holiday, on which banks are open for business in the City of
London
Capital Reduction the reduction of BFG's share capital associated with the
cancellation and extinguishing of the Scheme Shares provided for
by the Scheme under section 137 of the Companies Act
Cash Consideration the cash consideration due to a Scheme Shareholder (other than to
the relevant Baugur Holder in respect of 47,836,301 (out of a
total of 75,941,564) BFG Shares it holds) in connection with the
cancellation of its Scheme Shares pursuant to the Scheme of
Arrangement (based on the price of 95 pence for each Scheme
Share)
Citigroup Citigroup Global Markets Limited
City Code the City Code on Takeovers and Mergers
Companies Act Companies Act 1985 (as amended)
Conditions the conditions to the implementation of the Proposals (including
the Scheme) which are set out in Appendix I to this announcement
Court the High Court of Justice in England and Wales
Court Meeting the meeting of the Scheme Shareholders (other than the Baugur
Holder) convened pursuant to an order of the Court pursuant to
section 425 of the Companies Act to be held at 10:00a.m. on 21
January, 2005 for the purpose of considering and, if thought fit,
approving the Scheme (with or without amendment) and any
adjournment thereof
Court Order the Reduction Court Order and the Scheme Court Order
Daily Official List the Daily Official List of the London Stock Exchange
Deutsche Bank Deutsche Bank AG London
Effective Date the day on which the Scheme becomes effective in accordance with
its terms
EGM the extraordinary general meeting of BFG, expected to be held on
21 January 2004, including any adjournment thereof
Executive Directors the executive directors of BFG being Bill Grimsey, Bill Hoskins,
Gerry Johnson and Andy Clarke
Framework Agreement the framework agreement dated 17 December 2004 between Giant
BidCo, Giant TopCo and the Company
Giant BidCo Giant BidCo Limited, a company incorporated in England and Wales
with registered number 5310162
Giant BidCo Consortium BG Holding, TBH Trading Limited, Burdaras hf, Talden Holding
S.A., Kevin Stanford, Bank of Scotland (through its wholly-owned
subsidiary, Uberior Investments Plc) and Kaupthing
Giant BidCo Group Giant TopCo, Giant MidCo and Giant BidCo
Giant BidCo Group Securities shares issued by Giant TopCo and debt securities issued by Giant
MidCo
Giant MidCo Giant MidCo Limited, a company incorporated in England and Wales
with registered number 5310147, being a wholly-owned subsidiary
of Giant TopCo and the direct holding company of Giant BidCo
Giant TopCo Giant TopCo Limited, a company incorporated in England and Wales
with registered number 5317980, being the ultimate holding
company of Giant BidCo
Group in connection with a legal entity, such entity, together with its
subsidiary undertakings, its holding company and any fellow
subsidiary undertakings of such a holding company
IceCo Icebox Holdings Limited, a company incorporated in England and
Wales with registered number 5275660
IceCo Consortium BG Holding, Burdaras hf, Talden Holding S.A., Kaupthing,
Milestone and Landsbanki
Independent Competing Offer An offer or scheme of arrangement or a recapitalisation or other
transaction involving the possible change of control of BFG (i.e.
an acquisition of shares in BFG carrying 30% or more of the
voting rights) or the sale of all or a substantial portion of the
assets of BFG and/or its subsidiaries which is made by a party
which is not acting in concert with Giant BidCo (as such is
defined in the City Code)
ISK Icelandic Krone, the lawful currency of Iceland
Kaupthing Kaupthing Bank hf
Landsbanki Landsbanki Islands hf
London Stock Exchange London Stock Exchange plc
Meetings the Court Meeting and the EGM
Milestone Milestone Import Export Ltd
New BFG Shares the new ordinary shares of 10 pence each in the capital of BFG to
be issued in accordance with the Scheme
Non-Executive Directors the non-executive directors of BFG being George Greener, John
Maxwell, Alan McWalter, Kevin Loosemore and David Price
Offer Period the period commencing on 17 September 2004 and ending on the date
of the Meetings
Official List the official list of the UK Listing Authority
Panel the Panel on Takeovers and Mergers
pounds or # UK pounds sterling, the lawful currency of the UK
PropCo Blaxmill (Thirty-Two) Limited, a company incorporated in England
and Wales with registered number 5274313
PropCo Consortium BG Holding, West Coast Capital Prestven Limited, Bank of Scotland
(through its wholly-owned subsidiary, Uberior Ventures Limited),
Prestbury Investment Holdings Limited and PIHL Wentworth Manager
Limited
Proposals the Scheme and other matters to be considered at the Meetings
Reduction Court Order the order of the Court confirming the reduction of share capital
under section 137 of the Companies Act provided for by the Scheme
Registrar of Companies the Registrar of Companies in England and Wales
Scheme or Scheme of Arrangement the scheme of arrangement proposed to be made under section 425
of the Companies Act between BFG and the holders of Scheme
Shares, with or subject to any modification, addition or
condition approved or imposed by the Court and agreed to by BFG
and Giant BidCo
Scheme Court Order the order of the Court sanctioning the Scheme under section 425
of the Companies Act
Scheme Document the document containing the formal proposals, expected to be
published and sent to BFG Shareholders on 22 December 2004
Scheme Shareholders holders of Scheme Shares
Scheme Shares (i) the BFG Shares in issue at the date of the Scheme Document;
(ii) any BFG Shares issued after the date of the Scheme Document
and before the Voting Record Time; and
(iii) any BFG Shares issued at or after the Voting Record Time
and before 6:00 p.m. on the day before the date on which the
Reduction Court Order is made confirming the Capital Reduction,
in respect of which the original or any subsequent holders
thereof are, or shall have agreed in writing to be, bound by the
Scheme;
in each case other than any BFG Shares beneficially owned by
members of the Giant BidCo Group
Special Resolution the special resolution to be proposed at the EGM in connection
with the Proposals
Trustee the trustee of the BFG Pension Scheme
UBS or UBS Investment Bank UBS Limited, a wholly-owned subsidiary of UBS AG
UK Listing Authority the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
Voting Record Time 6:00 p.m. on the day which is two days before the date of the
Court Meeting or, if such Court Meeting is adjourned, 6:00 p.m.
on the second day before the day of such adjourned meeting
Woodward Woodward Foodservice Limited
All times referred to in this announcement are references to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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