TIDMFIF
RNS Number : 7406T
Finsbury Food Group PLC
16 November 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
FOR IMMEDIATE RELEASE
16 November 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
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
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 ").
On 14 November 2023, Finsbury announced that the Court had
sanctioned the Scheme to effect the Acquisition.
Finsbury is pleased to announce that the Scheme has now become
Effective in accordance with its terms, following delivery of the
Court Order to the Registrar of Companies earlier today and the
entire issued share capital of Finsbury is now owned or controlled
by Bidco. The Acquisition has therefore completed.
Settlement of Consideration
Under the terms of the Scheme, subject to any valid election for
the Alternative Offer, holders of Scheme Shares on the register of
members of Finsbury at the Scheme Record Time, being 6.00 p.m.
(London time) on 15 November 2023, will be entitled to receive 110
pence for every Scheme Share held. Cheques will be dispatched to
Scheme Shareholders holding Scheme Shares in certificated form and
the CREST accounts of Scheme Shareholders holding Scheme Shares in
uncertificated form will be credited, and/or certificates issued in
respect of the Alternative Offer, in each case within 14 days of
today's date.
Suspension and cancellation of listing and trading
Dealings in Finsbury Shares were suspended with effect from 7.30
a.m. (London time) today. Applications have been made to the London
Stock Exchange in relation to the cancellation of the admission to
trading of Finsbury Shares on the AIM market of the London Stock
Exchange, which is expected to take place at 7.00 a.m. (London
time) on 17 November 2023.
Board Changes
As the Scheme has now become Effective, Finsbury announces that
Peter Baker, Bob Beveridge, Raymond Duignan and Marnie Millard have
tendered their resignations as directors of Finsbury and will step
down from the Board of Finsbury effective from today's date.
Dealing Disclosures
The Company is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document, a copy of which is available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Finsbury's website at:
https://finsburyfoods.co.uk/investor-relations/offer.
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 E-mail: finsbury@almastrategic.com
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 in this
announcement. 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 this announcement, 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. 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. 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.
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.
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.
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
SOAEAKFKFEXDFFA
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November 16, 2023 11:12 ET (16:12 GMT)
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