TIDMFFI
RNS Number : 5716F
Lumiere Acquisitions Company LLC
15 July 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
For immediate release
15 July 2019
RECOMMED MANDATORY CASH OFFER
by
LUMIERE ACQUISITIONS COMPANY LLC ("Lumiere"), a wholly-owned
subsidiary of the 777 GROUP
for the entire issued and to be issued ordinary share capital
of
FFI HOLDINGS PLC ("FFI")
not already agreed to be acquired by Lumiere
SHARE PURCHASES AND SHAREHOLDER MEETING VOTING INTENTIONS
Introduction
On 2 July 2019, Lumiere announced that the Independent Directors
and Lumiere had reached agreement on the terms of a recommended
mandatory cash offer to be made by Lumiere for the entire issued
and to be issued ordinary share capital of FFI not already acquired
or agreed to be acquired by Lumiere at a price of 25 pence per FFI
Share (the "Announcement").
Lumiere is pleased to confirm that the previously announced
acquisition of 47,476,547 FFI Shares, representing 30.1 per cent.
of the Total FFI Shares, at a price of 24.99 pence per FFI Share
(the "Acquisition"), has completed.
Subsequent to the release of the Announcement and the
Acquisition, Lumiere has purchased 16,953,018 FFI Shares in the
market at a price of no more than 25p per FFI Share, as at close of
business on 12 July 2019. As a result of these purchases, Lumiere
now holds 64,429,565 FFI Shares, representing 40.8 per cent. of the
Total FFI Shares and voting rights of FFI, and the Lumiere Concert
Party, in aggregate, holds 124,918,581 FFI Shares, representing
79.2 per cent. of the Total FFI Shares and voting rights of
FFI.
As set out in the Announcement, FFI intends to send a circular
to FFI Shareholders convening a general meeting to put forward
resolutions to approve the Delisting, Re-registration and adoption
of the New Articles. It should be noted that the Lumiere Concert
Party now holds, in aggregate, a sufficient number of FFI Shares to
meet the 75% approval threshold required to pass the resolutions in
relation to the Delisting, Re-registration and adoption of the New
Articles at the general meeting and that all members of the Lumiere
Concert Party have undertaken to vote in favour of such resolutions
at such general meeting. Accordingly, regardless of votes cast by
other FFI Shareholders at the general meeting, on the basis the
Lumiere Concert Party votes in favour of the resolutions to approve
the Delisting, Re-registration and adoption of the New Articles,
there is certainty that the resolutions will be passed and
following the general meeting, admission to trading on AIM of FFI
Shares will be cancelled regardless of the outcome of the
Offer.
AIM Cancellation
As set out in the Announcement, following the Delisting,
Re-registration and adoption of New Articles, FFI Shareholders who
do not accept the Offer will not be able to trade their FFI Shares
in the future on a public trading platform. The cancellation of the
trading in FFI Shares on AIM would significantly reduce the
liquidity and marketability of any FFI Shares not acquired by
Lumiere.
As set out in the Announcement, the 777 Group has no intention
to provide a facility to enable FFI Shares to be traded on any
public share trading platform. Therefore, any transaction in FFI
Shares undertaken after the Delisting will only be capable of being
undertaken by private sale or under the Offer.
FFI Shareholders should consider the material risks of not
accepting the Offer, as set out in paragraph 4 of the Announcement,
including but not limited to the lack of liquidity referred to
above and the likely disapplication of the Takeover Code, when
deciding whether or not to accept the Offer.
Share Purchases
Lumiere may purchase or arrange to purchase FFI Shares otherwise
than under the Offer, at the Offer Price of 25 pence per FFI Share.
FFI Shareholders interested in selling their FFI Shares in cash
should contact Cantor Fitzgerald Europe on +44 20 7894 7590 who
have authority to make market purchases on behalf of Lumiere
(subject to normal settlement).
Posting of the Offer Document
The full terms and conditions of the Offer and the procedures
for acceptance will be set out in the Offer Document which will be
published and posted by Lumiere to FFI shareholders as soon as
reasonably practicable.
The Offer will remain open for acceptance for 21 days from the
date of release of the Offer Document.
Terms and expressions in this announcement shall, unless
otherwise defined in this announcement, have the same meanings as
given to them in the Announcement.
Enquiries
Lumiere
Jorge Beruff +1 212 397 6102
Sidney Li +1 305 921 2801
Craven Street Capital Limited (financial adviser to Lumiere)
+44 20 3890 8687
Charles Lens
Donald Sinton
FFI Holdings plc
David Sasso (Head +1 310 275 7323 ext.
of Investor Relations 292
and Public Relations)
finnCap Ltd (financial adviser to FFI) +44 20 7220 0500
Henrik Persson
Julian Blunt
Simon Hicks
Norton Rose Fulbright LLP are retained as legal advisers to the
777 Group as to English law. Goodwin Procter (UK) LLP are retained
as legal advisers to FFI as to English law.
Important notices relating to the financial advisers
Craven Street Capital Limited, which is an appointed
representative of Resolution Compliance Limited, which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
Lumiere and no-one else in connection with the Offer and other
matters described in this Announcement, and will not be responsible
to anyone other than Lumiere for providing the protections afforded
to clients of Craven Street Capital Limited or for providing advice
in relation to the Offer, the contents of this Announcement or any
other matter referred to in this Announcement. Craven Street
Capital Limited has given, and not withdrawn, its consent to the
inclusion in the Announcement of the references to its name in the
form and context in which it appears.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to FFI and no-one else in connection with the
Offer and other matters described in this Announcement, and will
not be responsible to anyone other than FFI for providing the
protections afforded to clients of finnCap Ltd or for providing
advice in relation to the Offer, the contents of this Announcement
or any other matter referred to herein. finnCap Ltd has given, and
not withdrawn, its consent to the inclusion in the Announcement of
the references to its name and the advice it has given to FFI in
the form and context in which they appear.
Further information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO
SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS OF
THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER
SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN
THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). FFI
SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF
ACCEPTANCE (IF APPLICABLE) CAREFULLY, ONCE THEY HAVE BEEN
DISPATCHED, WHICH LUMIERE EXPECTS TO DO SHORTLY.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, the Lumiere Concert Party and other information published by
Lumiere and FFI may contain certain statements that are or may be
deemed to be forward looking with respect to the financial
condition, results of operation(s) and business of Lumiere and/or
FFI and certain plans and objectives of the Independent FFI
Directors and the Lumiere Directors with respect thereto. These
forward-looking statements can be identified by the fact that they
are prospective in nature and do not relate to historical or
current facts. Forward looking statements often, but not always,
use words such as "anticipate", "target", "expect", "estimate",
"budget", "scheduled", "forecasts", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of a similar meaning. These estimates are based on assumptions and
assessments made by the Independent FFI Directors and/or the
Lumiere Directors in light of their experience and their perception
of historical trends, current conditions, expected future
developments and other factors they believe appropriate.
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 publication 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. By their
nature, forward looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward looking statements in this Announcement could cause
actual results or developments to differ materially from those
expressed or implied by such forward looking statements. Although
FFI and Lumiere believe that the expectations reflected in such
forward looking statements are reasonable, neither Lumiere nor FFI,
nor any of their respective associates or directors, officers or
advisers, or any person acting on the behalf of Lumiere or FFI
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward
looking statements in this Announcement will actually occur. Other
than in accordance with their legal or regulatory obligations
(including under the AIM Rules and the Disclosure Guidance and
Transparency Rules of the FCA), none of Lumiere, FFI, any member of
the 777 Group, nor any Lumiere Director or FFI Director, nor any of
their respective advisers, associates, directors or officers is
under any obligation, and such persons expressly disclaim any
intention or obligation, to update or revise any forward looking
statements, whether as a result of new information, future events
or otherwise. No undue reliance should therefore be placed on these
forward-looking statements which speak only as at the date of this
Announcement.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3. Opening Position Disclosures
must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to FFI Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by FFI Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from FFI may be provided to Lumiere
during the Offer Period as required under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c).
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, FFI confirms
that, as at the date of this Announcement, it has 157,820,243
ordinary shares of 1p each in issue and admitted to trading on the
Main Market of the London Stock Exchange under the ISIN reference
GB00BF04DT64.
Purchases outside the Offer
Lumiere or its nominees or brokers (acting as agents) may
purchase FFI Shares otherwise than under the Offer, such as in the
open market or through privately negotiated purchases. Any such
purchases will comply with the Takeover Code and the rules of the
London Stock Exchange. Details about such purchases will be
disclosed in accordance with Rule 8 of the Takeover Code.
No profit forecasts or quantified financial benefits
statement
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement.
FFI Shareholders outside the United Kingdom
The availability of the Offer and the release, publication and
distribution of this Announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this Announcement comes should inform
themselves about and observe any such restrictions.
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 Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Accordingly, copies of this Announcement, the Offer Document, the
Form of Acceptance and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into any Restricted Jurisdiction and
persons in such Restricted Jurisdictions receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
The receipt of cash pursuant to the Offer by FFI Shareholders
may be a taxable transaction under applicable national, state or
local, as well as foreign and other, tax laws. Each FFI Shareholder
is urged to consult its independent professional adviser regarding
the tax consequences of accepting the Offer.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange 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
England and Wales.
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of any Restricted Jurisdiction and the Offer
will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, copies of this Announcement and any
other related document will not be, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into any
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
Publication of this Announcement and availability of hard
copies
A copy of the Announcement and the display documents required to
be published pursuant to Rule 26.1 and Rule 26.2 of the Takeover
Code are available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on FFI's website at
http://www.filmfinances.com/ and on Lumiere's website at
https://www.lumiereacquisition.com/ until the end of the Offer
Period.
Neither the content of Lumiere's nor FFI's websites nor the
content of any websites accessible from hyperlinks on such website
(or any other websites) are incorporated into, or form part of,
this Announcement nor, unless previously published by means of a
Regulatory Information Service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this Announcement.
In addition, in accordance with Rule 30 of the Takeover Code, a
hard copy of the Announcement and any information incorporated by
reference in the Announcement may be requested by contacting
finnCap on +44 (0) 20 7220 0500 or by writing to them at finnCap
Ltd, 60 New Broad Street, London, EC2M 1JJ, United Kingdom.
FFI Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
The Offer is subject to the provisions of the Takeover Code.
Right to switch to a scheme of arrangement
Lumiere reserves the right to elect, with the consent of the
Panel and FFI, to implement the Offer by way of a court sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006, as
an alternative to the Offer. In such an event, the Offer would be
implemented on the same terms or, if Lumiere so decides, on such
other terms being no less favourable, so far as applicable, as
those which would apply to the Offer, subject in each case to
appropriate amendments to reflect the change in method of effecting
the Offer.
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 the figures that precede them.
Inside information and Market Abuse Regulation ("MAR")
Certain FFI Shareholders were, with the consent of the Panel,
formally brought inside in order to discuss the Concert Party
Agreement. That inside information is set out in the Announcement
and has been disclosed as soon as possible in accordance with
paragraph 7 of article 17 of MAR. Therefore, those persons that
received inside information are no longer in possession of inside
information relating to FFI and its securities.
Status of Announcement
This Announcement does not constitute a prospectus or prospectus
equivalent document.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCMMGMNFKGGLZM
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July 15, 2019 09:18 ET (13:18 GMT)
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