TIDMFIF TIDMLDG
RNS Number : 8283P
DBAY Advisors Limited
11 October 2023
DISCLOSURE UNDER RULE 2.10(c) OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
11 October 2023
RECOMMED ACQUISITION
of
FINSBURY FOOD GROUP PLC
by
FRISBEE BIDCO LIMITED
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Update on the letter of intent given by Investec Wealth &
Investment Limited
DISCLOSURE UNDER RULE 2.10(C) OF THE CODE
On 20 September 2023, the boards of Frisbee Bidco Limited
("Bidco") and Finsbury Food Group plc ("Finsbury") announced
pursuant to Rule 2.7 of the Takeover Code (the "Rule 2.7
Announcement") that they had reached agreement on the terms of a
recommended offer to be made by Bidco for the entire issued and to
be issued ordinary share capital of Finsbury (other than the
Finsbury Shares held by funds managed by DBAY Advisors Limited
("DBAY")) which would be effected by means of a scheme of
arrangement under Part 26 of the Companies Act between Finsbury and
Finsbury Shareholders. The Scheme Document was published on 2
October 2023.
Capitalised terms used in this announcement, unless otherwise
defined, shall have the meanings given to them in the Rule 2.7
Announcement.
As set out in the Rule 2.7 Announcement, Bidco received a letter
of intent (the "Investec Wealth Letter of Intent") from Investec
Wealth & Management Limited ("Investec Wealth") to vote in
favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (or in the event that the
Acquisition was implemented by way of a Takeover Offer, to accept
or procure acceptance of the Takeover Offer) in respect of
11,704,451 Finsbury Shares, representing approximately 10.4 per
cent. of the Scheme Shares, and 9.0 per cent. of all Finsbury
Shares, in issue on the Latest Practicable Date.
As notified by Rathbones Group plc (being the ultimate
controlling person of Investec Wealth) on 6 October 2023 pursuant
to Rule 8.3 of the Code, on 5 October 2023 Investec Wealth disposed
of 7,470,357 Finsbury Shares, representing approximately 5.7 per
cent of the issued share capital of Finsbury as at the close of
business on 5 October 2023. In view of Investec Wealth's stated
intentions set out in the Investec Wealth Letter of Intent,
Investec Wealth ensured that the 7,470,357 Finsbury shares were
sold to DBAY.
Investec Wealth has advised Bidco that it subsequently disposed
of a further 18,844 Finsbury Shares on 6 October 2023 and that, on
11 October 2023, Investec Wealth sold to DBAY the remaining
4,215,250 Finsbury Shares subject to the Investec Wealth Letter of
Intent (being, together with the 7,470,357 and 18,844 Finsbury
Shares previously sold by Investec Wealth, the "Sold Shares").
Accordingly, the Investec Wealth Letter of Intent has ceased to
apply in respect of the Sold Shares. Investec Wealth has indicated
that the disposal of the Sold Shares was in order to ensure ongoing
inheritance tax (IHT) relief for its underlying investors.
On this basis, the total number of Finsbury Shares which are
subject to irrevocable undertakings received by Bidco from Finsbury
Shareholders has reduced to 4,364,648 Finsbury Shares, representing
approximately 3.3 per cent of the issued share capital of
Finsbury.
This announcement has been made with the consent of Investec
Wealth.
Enquiries:
Bidco/DBAY Advisors Limited Tel: +44 (0)1624
690 900
Mike Haxby
Investec Bank plc (Financial adviser to Tel: +44 (0)20
Bidco/DBAY) 75975197
Gary Clarence
Harry Hargreaves
IMPORTANT NOTICES
Further information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely pursuant to the terms of the Scheme
Document, which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition, together with the accompanying Forms of Proxy and Form
of Election. Any approval or vote in respect of the Scheme or other
decision or response in relation to the Acquisition should be made
only on the basis of the information contained in the Scheme
Document.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and mailing of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable legal or
regulatory requirements. In particular the ability of persons who
are not resident in the UK to vote their Finsbury Shares at the
Court Meeting or General Meeting, or to appoint another person as
proxy to vote at the Court Meeting or General Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying
with English law, the Market Abuse Regulation, the AIM Rules and
the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside
England and Wales.
Bidco and Finsbury encourage Finsbury Shareholders to read the
Scheme Document (or any further documentation published in
connection with the Acquisition) carefully when it becomes
available because it will contain important information in relation
to the Acquisition. Each Finsbury Shareholder is urged to consult
its independent professional adviser immediately regarding the tax
consequences to it (or its beneficial owners) of the
Acquisition.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law or regulation, the Acquisition will
not be made available, directly or indirectly, in or into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the
Acquisition by use of mail or any other means or instrumentality
(including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and if the
Acquisition is implemented by way of a Takeover Offer, the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the Exchange Act of 1934, as amended (the
"Exchange Act") and is exempt from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act").
Accordingly, the Acquisition will be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement under the laws of England and Wales, which are
different from the disclosure and other requirements applicable to
a US tender offer.
Neither the SEC, nor any US state securities commission has
approved or disapproved of any offer of securities referred to in,
or commented upon the adequacy or completeness of any of the
information contained in, this announcement. Any representation to
the contrary is a criminal offence in the United States.
Financial information relating to Finsbury included in this
announcement has been prepared in accordance with accounting
standards applicable in the United Kingdom. As a result, such
financial information may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The Consideration Shares to be issued pursuant to the Scheme
under the Alternative Offer may not be offered or sold in the
United States absent registration or an exemption from
registration. No offer of such Consideration Shares will be made to
Finsbury Shareholders located or resident in the United States or
who are otherwise US Persons (as such term is defined in Rule
902(k) under the Securities Act, each a "US Person"). The
Consideration Shares have not been and will not be registered under
the Securities Act or under the relevant securities laws of any
state or territory or other jurisdiction of the United States and
will not be listed on any stock exchange in the United States, and
may not be offered, sold or delivered, directly or indirectly, in,
into or from the United States absent registration or an exemption
from the registration requirements of the Securities Act.
Finsbury Shareholders located or resident in the United States
or who are otherwise US Persons will not be permitted to elect to
receive the Consideration Shares pursuant to the Alternative Offer,
and any purported election to receive Consideration Shares pursuant
to the Alternative Offer by Finsbury Shareholders from the United
States, or which, at the sole discretion of Bidco, appear to be
made in respect of Finsbury Shares beneficially held by persons
located or resident in the United States or who otherwise appear to
be US Persons will not be accepted. Accordingly, Finsbury
Shareholders located or resident in the United States or who are
otherwise US Persons will receive cash pursuant to the Scheme, and
no Consideration Shares will be issued to any such Finsbury
Shareholder.
By electing receipt of the Consideration Shares pursuant to the
Alternative Offer, Finsbury Shareholders will be deemed to
represent and warrant, on behalf of themselves and any person on
whose behalf they beneficially hold their Finsbury Shares, that
they: (i) are not located or resident in the United States or
otherwise a US Person; and (ii) are not electing receipt of
Consideration Shares pursuant to the Alternative Offer with a view
to, or for the offer or sale of Consideration Shares in connection
with, any distribution thereof (within the meaning of the
Securities Act) in the United States or to US Persons.
The receipt of cash consideration pursuant to the Cash Offer by
a US holder of Finsbury Shares as consideration for the transfer of
its Scheme Shares pursuant to the Scheme may 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 US
holder is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, her or it.
It may be difficult for US holders of Finsbury Shares to enforce
their rights and any claims they may have arising under US Federal
securities laws in connection with the Acquisition, since Finsbury
is organised under the laws of a country other than the United
States, and some or all of its officers and directors may be
residents of countries other than the United States, and most of
the assets of Finsbury are located outside of the United States. US
holders of Finsbury Shares may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of US
Federal securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US
court's jurisdiction or judgment.
The Acquisition may, in the circumstances provided for in this
announcement, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If Bidco exercises, with the
consent of the Takeover Panel and subject to the terms of the
Co-operation Agreement, its right to implement the Acquisition by
way of a Takeover Offer, such Takeover Offer will be made in
compliance with applicable US tender offer and US Federal
securities laws and regulations, including the exemptions
therefrom.
In accordance with normal UK practice and pursuant to rule
14e-5(b) of the Exchange Act, Bidco or its nominees, or its brokers
(acting as agents), may, from time to time, make certain purchases
of, or arrangements to purchase, Finsbury Shares outside of the
United States, other than pursuant to the Acquisition, until the
date on which the Acquisition becomes effective, lapses or is
otherwise withdrawn, in compliance with applicable law, including
the Exchange Act. 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, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions), free of
charge, at https://finsburyfoods.co.uk/investor-relations/offer by
no later than 12 noon (London time) on 12 October 2023 (being the
Business Day following the date of this announcement). The content
of the website referred to in this announcement and the content of
any other website accessible from hyperlinks on such website is not
incorporated into and does not form part of this announcement.
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END
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