TIDMCHOO TIDMKORS
RNS Number : 8792U
Jimmy Choo PLC
27 October 2017
COURT APPROVAL OF SCHEME
SCHEME OF ARRANGEMENT
Jimmy Choo PLC
Michael Kors Holdings Limited
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
27 October 2017
RECOMMED CASH ACQUISITION
of
JIMMY CHOO PLC
by
MICHAEL KORS HOLDINGS LIMITED
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
COURT APPROVAL OF SCHEME
On 25 July 2017, Jimmy Choo PLC ("Jimmy Choo") and Michael Kors
Holdings Limited ("Michael Kors") announced that they had reached
agreement on the terms of a recommended cash acquisition by which
the entire issued and to be issued ordinary share capital of Jimmy
Choo will be acquired by JAG Acquisitions (UK) Limited ("Michael
Kors Bidco"), a wholly-owned subsidiary of Michael Kors (the
"Acquisition"). The Acquisition is to be effected by means of a
Court approved scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Scheme").
Further to the announcement on 18 September 2017 in relation to
the results of the Court Meeting and General Meeting and the
announcement on 10 October 2017 in relation to the satisfaction of
the final Condition to the Scheme relating to merger control
following the European Commission's Phase I clearance of the
Acquisition, Jimmy Choo is pleased to announce that the Court has
today made the Court Order in connection with the Acquisition.
Terms defined in the Scheme Document dated 21 August 2017 have the
same meanings in this announcement (the "Announcement").
The Scheme remains subject to the delivery of the Court Order to
the Registrar of Companies for England and Wales which is expected
to occur on 1 November 2017.
The last day for dealings in, and for registration of transfers
of, and disablement in CREST of, Jimmy Choo Shares is expected to
be 30 October 2017. The Scheme Record Time is expected to be 6.00
p.m. on 30 October 2017. Listing of Jimmy Choo Shares on the
Official List and dealings in Jimmy Choo Shares on the London Stock
Exchange are each expected to be suspended with effect by 7.30 a.m.
on 31 October 2017.
It is expected that the listing of Jimmy Choo Shares on the
Official List will be cancelled and that Jimmy Choo Shares will
cease to be admitted to trading on the London Stock Exchange's main
market for listed securities by 8.00 a.m. on 2 November 2017.
Enquiries:
Michael Kors
Christina Coronios +1 201 691 6133
InvestorRelations@MichaelKors.com
ICR, Inc.
Jean Fontana (investor +1 203 682 8200
relations) jean.fontana@icrinc.com
Alecia Pulman (media) +1 646 277 1231
KorsPR@icrinc.com
Goldman Sachs (financial adviser to Michael Kors
and Michael Kors Bidco)
David Friedland +1 212 902 1000
Jennifer Davis
Nick Harper +44 (0) 207 774 1000
J.P. Morgan
Nikolas Johnston +1 212 270 6000
Lorenzo Colonna di Paliano
Dwayne Lysaght +44 (0) 207 742 4000
Adam Laursen
Jimmy Choo
Pierre Denis (Chief Executive
Officer) +44 (0) 207 368 5000
Jonathan Sinclair (Chief
Financial Officer)
Clara Melia (Investor
Relations)
Montfort Communications +44 (0) 203 514 0897
Hugh Morrison +44 (0) 7739 655 492
Lindsay Brown +44 (0) 7580 618345
BofA Merrill Lynch (financial adviser to Jimmy
Choo)
Federico Aliboni +44 (0) 207 628 1000
Luca Ferrari
Citi (financial adviser
to Jimmy Choo)
Jeffrey Schackner +44 (0) 207 986 4000
Simon Lindsay
Liberum (corporate broker to Jimmy Choo)
Peter Tracey +44 (0) 20 3100 2000
John Fishley
RBC Capital Markets (corporate broker to Jimmy
Choo)
Darrell Uden +44 (0) 20 7653 4000
Will Smith
Shareholder Helpline (8.30 a.m. to 5.30 p.m.,
Monday to Friday)
Equiniti Limited 0333 207 6519
+44 (0) 121 415 0903 (Outside
the UK)
Notes to Editors
Jimmy Choo encompasses a complete luxury accessories brand.
Women's shoes remain the core of the product offer, alongside
handbags, small leather goods, scarves, sunglasses, eyewear, belts,
fragrance and men's shoes. CEO Pierre Denis and Creative Director
Sandra Choi together share a vision to create one of the world's
most treasured luxury brands. Jimmy Choo has a global store network
encompassing more than 150 stores and is present in the most
prestigious department and specialty stores worldwide. Jimmy Choo
PLC is publicly listed on the London Stock Exchange with the ticker
CHOO.
Important notices relating to financial advisers
Goldman Sachs & Co. LLC and Goldman Sachs International (in
their capacity as financial adviser to Michael Kors and Michael
Kors Bidco) ("Goldman Sachs"), which is authorised by the PRA and
regulated by the FCA and the PRA in the UK, is acting exclusively
for Michael Kors and Michael Kors Bidco in connection with the
matters set out in this Announcement and for no one else and will
not regard any other person as its client in relation to the
Acquisition and the other matters referred to in this Announcement
and will not be responsible to anyone other than Michael Kors and
Michael Kors Bidco for providing the protections afforded to
clients of Goldman Sachs or for providing advice in connection with
the Acquisition and any other matter referred to in this
Announcement.
J.P. Morgan Securities LLC, together with its affiliate J.P.
Morgan Securities plc (which conducts its UK investment banking
business as J.P. Morgan Cazenove and which is authorised in the
United Kingdom by the PRA and regulated in the United Kingdom by
the PRA and the FCA) ("J.P. Morgan"), is acting exclusively for
Michael Kors and Michael Kors Bidco in connection with the matters
set out in this Announcement and for no one else and will not be
responsible to anyone other than Michael Kors and Michael Kors
Bidco for providing the protections afforded to their clients, or
for giving advice in connection with any matter referred to in this
Announcement.
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary
of Bank of America Corporation, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Jimmy Choo in connection with the matters set out
in this Announcement and for no one else and will not be
responsible to anyone other than Jimmy Choo for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting exclusively for Jimmy Choo in connection with
the matters set out in this Announcement and for no one else and
will not be responsible to anyone other than Jimmy Choo for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition or any other matters referred
to in this Announcement.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Jimmy Choo and no one else in connection with the Acquisition
and will not be responsible to anyone other than Jimmy Choo for
providing the protections afforded to its clients, nor for
providing advice in relation to the Acquisition or in relation to
the contents of this Announcement or any transaction or arrangement
referred to in this Announcement.
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for Jimmy Choo and no one
else in connection with the Acquisition and will not be responsible
to anyone other than Jimmy Choo for providing the protections
afforded to its clients, nor for providing advice in relation to
the Acquisition or in relation to the contents of this Announcement
or any transaction or arrangement referred to in this
Announcement.
Further information
This Announcement is for information purposes only and does not
constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Jimmy Choo in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document, which contains
the full terms and conditions of the Acquisition.
Please be aware that addresses, electronic addresses and certain
other information provided by Jimmy Choo Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Jimmy Choo may be provided to Michael Kors
Bidco during the offer period as required under Section 4 of
Appendix 4 of the City Code to comply with Rule 2.11(c). This
Announcement does not constitute a prospectus or a prospectus
equivalent document.
This Announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules 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 and
regulations of any jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. This Announcement has been prepared for
the purposes 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 of England and
Wales.
Unless otherwise determined by Michael Kors Bidco or required by
the City Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Acquisition to Jimmy Choo Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Additional information for US investors
The Acquisition relates to the shares of an English company and
is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. Neither the proxy solicitation
rules nor the tender offer rules under the US Securities Exchange
Act of 1934, as amended (the "US Exchange Act"), will apply to the
Acquisition. Moreover, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom and
under the City Code to schemes of arrangement, which differ from
the disclosure requirements of the US proxy solicitation rules and
tender offer rules. Financial information included in this
Announcement has been prepared, unless specifically stated
otherwise, in accordance with accounting standards applicable in
the UK and thus may not be comparable to the financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US.
It may be difficult for US holders of Jimmy Choo Shares to
enforce their rights and claims arising out of the US federal
securities laws, since Michael Kors, Michael Kors Bidco and Jimmy
Choo 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 of Jimmy Choo
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the 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.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and potentially under any applicable
United States state or local, as well as foreign and other, tax
laws. Each Jimmy Choo Shareholder is urged to consult his or her
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him or her.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 City Code, any person who is, or
becomes, interested in 1% 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 3.30 pm
(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.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the City Code will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Jimmy Choo's website at
www.jimmychooplc.com/investors and on Michael Kors' website at
http://investors.michaelkors.com. For the avoidance of doubt, the
contents of those websites are not incorporated into and do not
form part of this Announcement.
Jimmy Choo Shareholders may request a hard copy of this
Announcement by contacting Equiniti Limited on 0371 384 2030 or +44
(0)121 415 7047 (from outside the UK) between 8:30 a.m. to 5:30
p.m., Monday to Friday or by submitting a request in writing to
Equiniti Limited at Aspect House, Spencer Road, Lancing BN99 6DA.
If you have received this Announcement in electronic form, copies
of this Announcement and any document or information incorporated
by reference into this Announcement will not be provided unless
such a request is made.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCPGGQPUUPMGCM
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October 27, 2017 10:30 ET (14:30 GMT)
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