TIDMFIF
RNS Number : 8574Q
Finsbury Food Group PLC
20 October 2023
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 October 2023
RECOMMED ACQUISITION
of
FINSBURY FOOD GROUP PLC ("FINSBURY")
by
FRISBEE BIDCO LIMITED ("BIDCO")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Adjournment of Court Meeting and General Meeting
Introduction
On 20 September 2023, the boards of directors of Finsbury and
Bidco announced 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) (the "Acquisition").
The Acquisition is being effected by means of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
The scheme document containing, among other things, the full
terms and conditions of the Acquisition, the notices of the Court
Meeting and the General Meeting, each convened for 23 October 2023,
and details of the actions to be taken by Finsbury Shareholders,
was posted to Finsbury Shareholders on 2 October 2023 (the "Scheme
Document").
Adjournment of Court Meeting and General Meeting
Following feedback received from Finsbury Shareholders in
connection with the Scheme, the Finsbury Directors intend to
adjourn the Court Meeting and the General Meeting which were
originally convened for 23 October 2023. Accordingly, the Finsbury
Directors recommend that Finsbury Shareholders do not attend the
Court Meeting and the General Meeting on 23 October 2023.
Notices of the Court Meeting and the General Meeting are
contained in Part 12 and Part 13 respectively of the Scheme
Document.
The Finsbury Board intends to adjourn the Court Meeting and the
General Meeting so as to be held on 3 November 2023 at 10.00 a.m.
and 10.15 a.m. (or as soon thereafter as the Court Meeting
concludes or is further adjourned), respectively, at the offices of
CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon
Street, London EC4N 6AF. Forms of Proxy in respect of the Court
Meeting and the General Meeting should therefore now be returned so
as to be received as soon as possible and in any event not later
than:
-- 10:00 a.m. on 1 November 2023 in respect of the Court Meeting; and
-- 10:15 a.m. on 1 November 2023 in respect of the General Meeting.
The Election Return Time to submit elections for the Alternative
Offer has been extended and will now be 11:00 a.m. on 2 November
2023.
Finsbury Shareholders who have already submitted Forms of Proxy
for the Court Meeting and the General Meeting and do not wish to
change their voting instructions, do not need to take any further
action as their Forms of Proxy will continue to be valid in respect
of the Court Meeting and the General Meeting.
Finsbury Shareholders who have submitted Forms of Proxy for the
Court Meeting and / or the General Meeting and who now wish to
change their voting instructions, should contact Finsbury's
registrar, Link Group, on +44 (0)371 664 0321. Calls are charged at
the standard geographical rate and will vary by provider. Calls
from outside of the United Kingdom will be charged at the
applicable international rate. Lines will be open between 9:00 a.m.
to 5:30 p.m., Monday to Friday excluding public holidays in England
and Wales. Link Group cannot provide advice on the merits of the
Acquisition nor give any financial, legal or tax advice.
Finsbury Shareholders are also reminded that completion and
return of a Form of Proxy, or the appointment of a proxy
electronically using CREST, will not prevent them from voting at
the Court Meeting or the General Meeting in person. Please refer to
the Scheme Document for further information.
Reconfirmation of unanimous recommendation regarding the
Acquisition and the Cash Offer
The Finsbury Directors continue to believe that the Acquisition
is in the best interests of Finsbury Shareholders as a whole and
reconfirm their unanimous recommendation that all Scheme
Shareholders vote or procure votes in favour of the Scheme at the
Court Meeting and and that eligible Finsbury Shareholders vote in
favour of the Special Resolution to be proposed at the General
Meeting (or, in the event that the Acquisition is implemented by
way of a Takeover Offer, to accept or procure acceptance of the
Takeover Offer).
As set out in the Scheme Document, subject to obtaining the
consent of the Panel, Bidco has reserved the right to elect to
implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme.
Alternative Offer
In relation to the Alternative Offer and for the reasons set out
in paragraph 4 of Part 1 of the Scheme Document, together with the
risk factors and other investment considerations set out in
paragraph 4 of Part 5 of the Scheme Document, the Finsbury
Directors cannot form an opinion as to whether or not the terms of
the Alternative Offer are fair and reasonable and are not making
any recommendation or giving any advice to Scheme Shareholders as
to whether or not they should elect for the Alternative Offer.
The Finsbury Directors reconfirm their strong recommendation
that, in deciding whether or not to elect for the Alternative
Offer, the Finsbury Shareholders should take their own independent
financial, legal and tax advice and consider carefully the
disadvantages and advantages of electing the Alternative Offer
(including, but not limited to, those set out in paragraph 4 of
Part 5 of the Scheme Document) in the light of their own financial
circumstances and investment objectives.
Timetable update
An updated expected timetable for the Acquisition is set out
below.
All times shown in this announcement are London time unless
otherwise stated. All dates and times are based on Finsbury's and
Bidco's current expectations and are subject to change. If any of
the dates/or times in this expected timetable change, the revised
dates and/or times will be notified to Finsbury Shareholders by
announcement through a Regulatory Information Service, with such
announcement also being made available on Finsbury's website at
https://finsburyfoods.co.uk/investor-relations/offer . If required
by the Panel, Finsbury will send notice of the change(s) to
Finsbury Shareholders and, for information only to Finsbury Share
Plan Participants.
Event Time and/or date
Latest time for loding Forms of Proxy
for the:
Court Meeting (blue form) 10:00 a.m. on 1 November 2023(1)
General Meeting (white form) 10:15 a.m. on 1 November 2023(2)
Voting Record Time for the Court 6:00 p.m. on 1 November 2023(3)
Meeting and General Meeting
Court Meeting 10:00 a.m. on 3 November 2023
General Meeting 10:15 a.m. on 3 November 2023
(4)
Latest time for lodging the green 11:00 a.m. on 2 November 2023
Form of Election or Electronic Election (5)
Notes:
(1) The blue Form of Proxy for the Court Meeting should be
received by Link Group before 10:00 a.m. on 1 November 2023, or, if
the Court Meeting is adjourned, not later than 48 hours before the
time fixed for the holding of the adjourned meeting (excluding any
part of a day that is not a working day). If the blue Form of Proxy
is not returned by the specified time, it may be handed to the
Chair or a representative of Link Group at any time prior to the
start of the Court Meeting and will still be valid.
(2) The white Form of Proxy for the General Meeting must be
lodged with Link Group before 10:15 a.m. on 1 November 2023 in
order for it to be valid, or, if the General Meeting is adjourned,
not later than 48 hours before the time fixed for the holding of
the adjourned meeting (excluding any part of a day that is not a
working day). White Forms of Proxy cannot be lodged with Link Group
after that time.
(3) If a Meeting is adjourned, only those Scheme Shareholders
(in the case of the Court Meeting) and Finsbury Shareholders (in
the case of the General Meeting) on the register of members of
Finsbury at 6:00 p.m. on the day which is two days before the
adjourned meeting (excluding any part of a day that is not a
working day) will be entitled to attend and vote at such adjourned
Meeting.
(4) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
(5) Or such later time (if any) to which the right to make an
election may be extended by Bidco.
General
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as set out in the Scheme Document, a
copy of which is available on Finsbury's website at:
https://finsburyfoods.co.uk/investor-relations/offer/. All
references to times in this announcement are to London time unless
otherwise stated.
This announcement is being made with the agreement and approval
of Bidco and DBAY.
Enquiries:
Finsbury Tel: +44 (0)29 2035 7500
John Duffy
Steve Boyd
Oppenheimer (Financial adviser under Rule 3 of the Code to Finsbury) Tel: +44 (0)20 7220 1900
James Murray
Anthony Sills
Panmure Gordon (Nomad and corporate broker to Finsbury) Tel: +44 (0)20 7886 2500
Dominic Morley
Atholl Tweedie
Rupert Dearden
Alma (PR adviser to Finsbury) Tel: +44 (0)20 3405 0205
Rebecca Sanders-Hewett
Sam Modlin
CMS Cameron McKenna Nabarro Olswang LLP is providing legal
advice to Finsbury.
IMPORTANT NOTICES
Oppenheimer Europe Limited ("Oppenheimer"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively as financial adviser under Rule 3 of the Code to
Finsbury in connection with the matters set out herein and for no
one else and will not be responsible to anyone other than Finsbury
for providing the protections afforded to its clients or for
providing advice in relation to the matters set out herein. Neither
Oppenheimer nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Oppenheimer in connection with any
statement contained herein, the Acquisition or otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Finsbury and for no one else in connection
with the subject matter of this announcement and will not be
responsible to anyone other than Finsbury for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an 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 is being made solely through the Scheme Document and
the accompanying Forms of Proxy and Form of Election, which contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document. Finsbury
Shareholders are strongly advised to read the formal documentation
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.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or 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 any
persons who are subject to the laws of any jurisdiction other than
the United Kingdom into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. In
particular the ability of persons who are not resident in the
United Kingdom 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 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 purpose of complying
with the laws of England and Wales, 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 of England and Wales. Nothing in this
announcement should be relied on for any other purpose.
Unless otherwise determined by Bidco or required by the 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 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.
Copies of this announcement will not be and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, 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, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition.
Where Bidco believes that an election for the Alternative Offer
by any Scheme Shareholder may infringe applicable legal or
regulatory requirements, or may result in a requirement for a
registration under the securities laws of any Restricted
Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and
such Scheme Shareholder will instead receive the Cash Offer in
respect of the Scheme Shares which were subject to such an election
in accordance with the terms of the Acquisition.
Further details in relation to Finsbury Shareholders in overseas
jurisdictions are contained in the Scheme Document.
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 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 or the Scheme Document.
Any representation to the contrary is a criminal offence in the
United States.
Financial information relating to Finsbury included in the
Scheme Document 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
receipt of 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 the
Scheme Document, 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, 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the 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 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 a website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Finsbury's website at
https://finsburyfoods.co.uk/investor-relations/offer. Neither the
contents of this website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or
forms part of, this announcement.
In accordance with Rule 30.3 of the Code, Finsbury Shareholders
and persons with information rights may request a hard copy of this
announcement free of charge, by writing to Link Group, Corporate
Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
United Kingdom or by calling Link Group on +44 (0) 371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9:00
a.m. - 5:30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
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END
MSCFZMZGDGFGFZM
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October 20, 2023 10:36 ET (14:36 GMT)
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