TIDMFCCN
RNS Number : 9528Q
French Connection Group PLC
01 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
1 November 2021
RECOMMED ACQUISITION
of
FRENCH CONNECTION GROUP PLC ("French Connection")
by
MIP HOLDINGS LTD ("MIP")
a newly incorporated entity directly owned and controlled by
Apinder Singh Ghura, Amarjit Singh Grewal and KJR Brothers
Limited
to be effected by way of a scheme of arrangement under Part 26
of the Companies Act 2006
Result of Court Meeting and General Meeting
On 4 October 2021, the boards of French Connection and MIP
announced that they had agreed the terms of a recommended cash
acquisition under which MIP will acquire the entire issued and to
be issued share capital of French Connection not currently owned by
Apinder Singh Ghura (the "Acquisition"). The Acquisition is being
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act (the "Scheme").
The circular in relation to the Scheme, including the notices
convening the Court Meeting and General Meeting in connection with
the Acquisition, was published on 9 October 2021 (the "Scheme
Document"). Capitalised terms used in this announcement shall,
unless otherwise defined, have the same meaning as set out in the
Scheme Document.
French Connection is pleased to announce that, at the Court
Meeting and General Meeting held earlier today:
A. the requisite majority of French Connection Scheme
Shareholders voted to approve the Scheme at the Court Meeting;
and
B. the requisite majority of French Connection Shareholders
voted to pass the Special Resolutions at the General Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and the General Meeting contained in the Scheme
Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each French Connection Scheme Shareholder, present
(including by proxy), was entitled to one vote per Scheme Share
held at the Voting Record Time.
Results No. of French % of French No. of Scheme % of Scheme No. of
of the Connection Connection Shares voted Shares Scheme
Court Scheme Shareholders Scheme Shareholders voted (1) Shares
Meeting who voted who voted voted as
(1) a % of
the Scheme
Shares
eligible
to be voted
at the
Court Meeting
(1)
For 43 91.49 49,139,363 99.25 68.16
--------------------- --------------------- -------------- ------------ ---------------
Against 7 14.89 79,467 0.75 0.11
--------------------- --------------------- -------------- ------------ ---------------
Total 47(2) 106.38(2) 49,218,830 100.00 68.27
--------------------- --------------------- -------------- ------------ ---------------
Note:
(1) All percentages rounded to two decimal places.
(2) The total of French Connection Scheme Shareholders voting
"for" and "against" the resolution exceeds the total number of
French Connection Scheme Shareholders who voted, as three
registered members gave instructions for votes to be cast in favour
of the resolution in respect of part of their holding of Scheme
Shares and against the resolution in respect of another part of
their holding of Scheme Shares.
Any proxy appointments which gave discretion to the Chairman
have been included in the vote "For" total.
Voting results of the General Meeting
The tables below set out the results of the polls at the General
Meeting. Each French Connection Shareholder, present (including by
proxy), was entitled to one vote per French Connection Share at the
Voting Record Time.
Special Resolutions VOTES FOR(2) VOTES AGAINST TOTAL WITHHELD VOTES
VOTES (3)
Number %(1) Number %(1) Number Number
----------- ------ --------- ----- ----------- ---------------
Approval of
the implementation
of the Scheme 73,526,857 99.88 87,667 0.12 73,614,524 0
----------- ------ --------- ----- ----------- ---------------
Conditional
upon the Scheme
becoming Effective,
approval of
(a) French
Connection
being re-registered
as a private
limited company,
(b) changing
its name to
French Connection
Group Limited,
and (c) amending
its articles
of association 73,526,757 99.88 87,767 0.12 73,614,524 0
----------- ------ --------- ----- ----------- ---------------
Note:
(1) All percentages rounded to two decimal places.
(2) Any proxy appointments which gave discretion to the Chairman
have been included in the vote "For" total.
(3) A withheld vote is not a vote in law and, accordingly, is
not counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned.
The number of French Connection Shares in issue at 6.00 p.m. on
28 October 2021, being the Voting Record Time, was 96,612,934.
French Connection Shares owned by Apinder Singh Ghura were not
eligible to vote at the Court Meeting. As at the Voting Record
Time, Apinder Singh Ghura was interested in 24,518,465 French
Connection Shares (representing approximately 25.4 per cent. of the
issued share capital of French Connection).
A copy of the Special Resolutions passed at the General Meeting
will be submitted today to the National Storage Mechanism and will
be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Expected Timetable
The outcome of today's Court Meeting and General Meeting means
that Conditions 2.1 and 2.2 (as set out in Part 3 of the Scheme
Document) have been satisfied.
The Scheme remains subject to the satisfaction or (where
applicable) waiver of the remaining Conditions and to the further
terms set out in the Scheme Document, including the Court
sanctioning the Scheme at the Court Hearing.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 10 of the
Scheme Document and is set out below. The dates are indicative only
and are subject to change. The dates will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waives; (ii) the Court sanctions the Scheme;
and (iii) a copy of the Court Order is delivered to the Registrar
of Companies.
French Connection will give adequate notice of all of these
dates and times, when known, by issuing an announcement through a
Regulatory Information Service, with such announcement being made
available on French Connection's website at
www.frenchconnection.com . Any revisions or changes to these dates
and/or times will be notified in the same way.
Event Expected time/date
Court Hearing to sanction the 5 November 2021
Scheme
Last day of dealings in, and 5 November 2021
for registration of transfers
of, and disablement in CREST
of, French Connection Shares
Suspension of listing of, and 6:00 p.m. on 5 November
dealings in, French Connection 2021
Shares
Scheme Record Time 6:00 p.m. on 5 November
2021
Scheme Effective Date 8 November 2021
Cancellation of listing of French By 8:00 a.m. on 8 November
Connection Shares on the premium 2021
segment of the Main Market of
the London Stock Exchange
Re-registration of French Connection 8 November 2021
as a private limited company
Latest date for despatch of cheques 22 November 2021
and for settlement through CREST
or other form of payment in respect
of cash consideration due under
the Scheme
Long-Stop Date 11:59 p.m. on 28 February
2022 (1)
(1) This is the latest date by which the Scheme may become
Effective unless French Connection and MIP agree, and (if required)
the Court and the Panel allow.
Enquiries:
MIP
Apinder Singh Ghura
via Walbrook PR (public relations adviser Tel: +44 (0) 20 7933
to MIP) 8787
Paul McManus
info@walbrookpr.com
French Connection Group PLC Tel: +44 (0) 20 7036
7063
Neil Williams, Chief Operating Officer
Lee Williams, Chief Financial Officer
WH Ireland (Financial Adviser and Corporate Tel: +44 (0) 20 7220
Broker to French Connection) 1666
Adrian Hadden
Ben Good
Paternoster Communications (public relations Tel: +44 (0) 20 3012
adviser to French Connection) 0241
Tom Buchanan
Shoosmiths LLP is acting as legal adviser to MIP. Clifford
Chance LLP is acting as legal adviser to French Connection.
Important notices
WH Ireland, which is authorised and regulated in the UK by the
FCA, is acting as financial adviser and broker exclusively for
French Connection and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and
will not be responsible to anyone other than French Connection for
providing the protections afforded to clients of WH Ireland, nor
for providing advice in relation to any matter referred to
herein.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise.
In accordance with normal UK practice, MIP or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase French Connection Shares,
other than pursuant to the Acquisition, until the date on which the
Scheme (or Takeover Offer, if applicable) becomes effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK and will be reported to a
regulatory information service and will be available on the London
Stock Exchange website at www.londonstockexchange.com
Overseas shareholders
The availability of the Acquisition to Overseas Shareholders and
the distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves of, and
observe, any such restrictions. Any person (including without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Scheme
Document or any accompanying document to any jurisdiction outside
the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. If any
Overseas Shareholder remains in any doubt, it should consult an
appropriate independent professional adviser in its relevant
jurisdiction without delay. In particular, the ability of persons
who are not resident in the United Kingdom to vote their French
Connection Shares at the Court Meeting or the General Meeting or to
execute and deliver Forms of Proxy appointing another to vote their
French Connection Shares in respect of the Court Meeting or the
General Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of complying
with the law of England and Wales and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of England and Wales.
Additional information for US investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the law of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the tender offer or
proxy solicitation rules under the US Exchange Act of 1934 (the "US
Exchange Act"). Accordingly, the Scheme will be subject to
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement, which are different from the
disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
announcement and the Scheme documentation has been or will have
been prepared in accordance with International Financial Reporting
Standards and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with US GAAP. US GAAP differs in certain
significant respects from the International Financial Reporting
Standards. None of the financial information in this announcement
or the Scheme documentation has been audited in accordance with
auditing standards generally accepted in the US or the auditing
standards of the Public Company Accounting Oversight Board (United
States). If MIP were to elect to implement the Acquisition by means
of a Takeover Offer and determines to extend such Takeover Offer
into the US, such Takeover Offer would be made in compliance with
applicable US laws and regulations, including Section 14(e) of the
US Exchange Act and Regulation 14E thereunder. Such a Takeover
Offer would be made in the United States by MIP and no one
else.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its French Connection Shares
pursuant to the Scheme will likely be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each French
Connection Shareholder is urged to consult his independent legal,
tax and financial advisers immediately regarding the tax
consequences of the Acquisition applicable to him/her, including
under applicable US state and local, as well as foreign and other,
tax laws.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws in connection
with the Acquisition, since MIP and French Connection are located
in countries other than the United States, and some or all of their
officers and directors may be residents of countries other than the
United States. US holders may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In the event that the Acquisition is implemented by way of
Takeover Offer, in compliance with applicable UK laws, MIP, its
dealer manager (and their advisors or affiliates), or its nominees,
or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other
securities of French Connection other than pursuant to such
Takeover Offer during the period in which such Takeover Offer would
remain open for acceptance. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or
arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com .
Neither the Acquisition nor this announcement have been approved
or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any other US
regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of
the Acquisition, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the United States.
Forward-looking statements
This announcement (including any information that is
incorporated by reference into this announcement) contains
statements about the Wider MIP Group and the Wider French
Connection Group that are or may be forward-looking statements
which are prospective in nature. All statements other than
statements of historical facts may be forward-looking statements.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "targets", "plans",
"believes", "expects", "aims", "intends", "will", "should",
"could", "would", "may", "anticipates", "estimates", "synergy",
"cost-saving", "projects", "goal" or "strategy" or, words or terms
of similar substance or the negative thereof. Forward-looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the
operations of the Wider MIP Group or the Wider French Connection
Group and potential synergies resulting from the Acquisition; and
(iii) the effects of government regulation on the businesses of the
Wider MIP
Group or the Wider French Connection Group.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to the Wider MIP Group or
the Wider French Connection Group or any of their respective
members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above. MIP and French Connection disclaim any
obligation to update any forward-looking or other statements
contained in this announcement, except as required by applicable
law.
Publication on a website
This announcement will be available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
French Connection's website at www.frenchconnection.com by no later
than 12.00 noon (London time) on the Business Day following
publication of this announcement. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for French Connection for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for French Connection.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, French
Connection Shareholders and persons with information rights may
request a hard copy of this announcement by contacting Link Group,
during business hours on 0371 664 0300 (or if calling from outside
the UK +44 (0) 371 664 0300) or by submitting a request in writing
to Link Group, 10th Floor, Central Square, 29 Wellington Street,
Leeds, LS1 4DL. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by French Connection Shareholders,
persons with information rights and other relevant persons for the
receipt of communications from French Connection may be provided to
MIP during the Offer Period, as required under Section 4 of
Appendix 4 to the Takeover Code, to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
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END
ROMUAOSRABUARAA
(END) Dow Jones Newswires
November 01, 2021 10:40 ET (14:40 GMT)
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