TIDMFUL
RNS Number : 3693F
Fulham Shore PLC (The)
07 July 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
7 July 2023
RECOMMED CASH ACQUISITION
OF
THE FULHAM SHORE PLC ("FULHAM SHORE")
BY
GREAT SEA KITCHENS LIMITED ("BIDCO")
a newly-incorporated company established on behalf of TORIDOLL
Holdings Corporation
to be implemented by means of a Court-sanctioned scheme of
arrangement
under Part 26 of the Companies Act 2006
Court Sanction of the Scheme of Arrangement
On 5 April 2023, Fulham Shore and Bidco announced that their
respective boards had reached agreement on the terms of a
recommended all cash offer pursuant to which Bidco, a
newly-incorporated company established on behalf of TORIDOLL
Holdings Corporation ("TORIDOLL"), would acquire the entire issued
and to be issued share capital of Fulham Shore (the "Acquisition").
The Acquisition is to be effected by means of a Court-sanctioned
scheme of arrangement between Fulham Shore and relevant Fulham
Shore Shareholders under Part 26 of the Companies Act (the
"Scheme").
Capitalised terms used in this announcement shall, unless
otherwise defined, have the meanings set out in Part Eight of the
Scheme Document.
Scheme Sanctioned by Court
Further to the announcement on 9 June 2023 in relation to the
results of the Court Meeting and the General Meeting, Fulham Shore
and Bidco are pleased to announce that the High Court of Justice in
England and Wales has today issued a Court Order sanctioning the
Scheme under section 800 of the Companies Act 2006 pursuant to
which the Acquisition is being implemented.
It is anticipated that the Effective Date will be 11 July 2023,
conditional upon the delivery of a copy of the Court Order to the
Registrar of Companies.
Next Steps
Fulham Shore confirms that the last day of dealings in, and for
registration of transfers of, and disablement of Fulham Shore
Shares in CREST will be 10 July 2023 and the Scheme Record Time
will be 6.00 p.m. 10 July 2023. Scheme Shareholders on Fulham
Shore's register of members at the Scheme Record Time will, upon
the Scheme becoming Effective, be entitled to receive the
consideration under the Scheme.
Dealings in Fulham Shore Shares on AIM will be suspended from
7:30 a.m. on 11 July 2023. The suspension is made pursuant to
Fulham Shore's application to the London Stock Exchange and is
being effected as part of the Scheme.
It is expected that, subject to the Scheme becoming Effective on
11 July 2023, the cancellation of admission to trading of Fulham
Shore Shares on AIM will take effect from 7:00 a.m. on 12 July
2023.
A further announcement will be made when the Scheme becomes
Effective.
Full details of the Acquisition are set out in the Scheme
Document.
Shareholder Helpline
If you have any questions relating to this announcement please
contact Fulham Shore's Registrars on +44 (0) 370 703 6004. The line
is open between 8.30 a.m. and 5.30 p.m. (London time), Monday to
Friday, excluding public holidays in England and Wales. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
Fulham Shore's Registrars cannot provide advice on the merits of
the Acquisition nor give any financial, legal or tax advice.
Enquiries:
Peel Hunt LLP (Financial Adviser to Tel: +44 (0) 20 7418
Bidco, TORIDOLL and Capdesia) 8900
Michael Nicholson
George Sellar
Rebecca Bankhead
Fulham Shore Tel: +44 (0) 20 3026
8129
David Page
Nick Wong
Singer Capital Markets (Rule 3 adviser, Tel: +44 (0) 207 496
Nominated Adviser and Broker to Fulham 3000
Shore)
Shaun Dobson
James Moat
Asha Chotai
Rothschild & Co (Rule 3 adviser to Fulham Tel: +44 (0) 207 280
Shore) 5000
Edward Duckett
Simon Cope-Thompson
Jamie Hutton
Hudson Sandler - Financial PR to Fulham Tel: +44 (0) 207 796
Shore 4133
Alex Brennan
Winston & Strawn London LLP is providing legal advice to
TORIDOLL, Capdesia and Bidco.
Marriott Harrison LLP is providing legal advice to Fulham
Shore.
Important notices
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Bidco
and for no one else in connection with the matters referred to in
this announcement and will not be responsible to any person other
than Bidco for providing the protections afforded to clients of
Peel Hunt, nor for providing advice in relation to the matters
referred to herein. Neither Peel Hunt 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 Peel
Hunt in connection with the matters referred to in this
announcement, or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser and nominated adviser to Fulham
Shore and no-one else in connection with the matters described in
this Announcement and will not be responsible to anyone other than
Fulham Shore for providing the protections afforded to clients of
Singer Capital Markets nor for providing advice in connection with
the matters referred to herein. Neither Singer Capital Markets 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 Singer Capital Markets in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively as financial adviser to Fulham Shore and no
one else in connection with the Acquisition or any matters referred
to in in this Announcement. In connection with such matters,
Rothschild & Co, its affiliates and its or their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to anyone
other than Fulham Shore for providing the protections afforded to
their clients or for providing advice in relation to the
Acquisition, the contents of this Announcement or any other matter
referred to in this Announcement or owe or accept any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person other than Fulham Shore in connection with the matters
referred to in this Announcement, or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or a solicitation
of an offer to buy, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale,
issuance or exchange is unlawful. The Acquisition will be made
solely by means of the Scheme Document (or, if applicable, the
offer document containing any Takeover Offer) and the accompanying
Forms of Proxy, which will contain the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
resolutions proposed in connection with the Acquisition. Any
approval, decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document (or, if applicable, the offer
document containing any Takeover Offer).
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law, the Takeover Code and the
AIM Rules and 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 the
United Kingdom. Nothing in this Announcement should be relied on
for any other purpose.
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 the release of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus
exempted document.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own adviser in connection with such matters.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws and/or regulations of those jurisdictions and therefore
persons into whose possession this Announcement comes who are
subject to the laws and/or regulations of any jurisdiction other
than the United Kingdom should inform themselves about and observe
any such applicable restrictions in their jurisdiction. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Fulham Shore Shares with respect to
the Scheme at the Court Meeting, or to appoint another person as
proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdiction in which they are located.
Further details in relation to the Overseas Shareholders will be
contained in the Scheme Document. 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.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made, 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
Scheme by any such means from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of 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. If the Acquisition is
implemented by Takeover Offer (unless otherwise permitted by
applicable law or regulation), the Takeover Offer may not be made,
directly or indirectly, in or into or by use of the mails 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 the Takeover Offer will not be capable of
acceptance by any such use, means instrumentality or facilities or
from or within any Restricted Jurisdiction.
The availability of the Acquisition to Fulham Shore 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.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Additional information for US investors
Fulham Shore Shareholders in the United States should note that
the Acquisition relates to the securities of a company incorporated
in England and Wales and is proposed to be effected by means of a
scheme of arrangement under the laws of England. This Announcement,
the Scheme Document and certain other documents relating to the
Acquisition have been or will be prepared in accordance with
English law, the Takeover Code and UK disclosure requirements,
format and style, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the disclosure requirements of and practices applicable
in the United Kingdom to schemes of arrangement, which differ from
the disclosure requirements of the United States tender offer and
proxy solicitation rules. If, in the future, Bidco exercises the
right to implement the Acquisition by way of a Takeover Offer and
determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United
States laws and regulations, including any applicable exemptions
under the US Exchange Act.
Fulham Shore's financial statements, and all financial
information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to
the Acquisition, have been or will be prepared in accordance with
IFRS and may not be comparable to financial statements of companies
in the United States or other companies whose financial statements
are prepared in accordance with US generally accepted accounting
principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Fulham Shore Shares
pursuant to the Scheme will likely be a taxable transaction for
United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax
laws. Each Fulham Shore Shareholder is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of US federal securities laws, since Bidco and
Fulham Shore are located in countries other than the US, and some
or all of their officers and directors may be residents of
countries other than the US. US holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of 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.
In accordance with normal practice in the UK and consistent with
Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Fulham
Shore outside the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the United Kingdom,
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 (the "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.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer for
the entire issued and to be issued share capital of Fulham Shore as
an alternative to the Scheme. In such event, such Takeover Offer
will be implemented on substantially the same terms and conditions,
so far as applicable, as those which would apply to the Scheme
subject to appropriate amendments to reflect the change of method
of effecting the Takeover Offer.
Publication of this Announcement on website
A copy of this Announcement and the documents required to be
published pursuant to Rules 26.1 and 26.2 of the Takeover Code will
be available, free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Fulham
Shore's website at https://announcement.fulhamshore.com/ and on
TORIDOLL's website at https://www.toridoll.com/ir/announcement/ by
no later than 12:00 p.m. on the Business Day following this
Announcement.
In accordance with Rule 30.3 of the Takeover Code, Fulham Shore
Shareholders, persons with information rights and participants in
Fulham Shore Share Plans may request a hard copy of this
announcement by contacting Fulham Shore's registrars, Computershare
Investor Services, or by calling 0370 703 6004 or from overseas +44
(0)370 703 6004. Calls are charged at the standard geographical
rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are
open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday
(except public holidays in England and Wales). Please note that
Computershare Limited cannot provide any financial, legal or tax
advice. Calls may be recorded and monitored for security and
training purposes. For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
For the avoidance of doubt, the contents of this website and any
websites accessible from hyperlinks on this website are not
incorporated into and do not form part of this Announcement.
Information relating to Fulham Shore Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Fulham Shore Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Fulham Shore may be provided to Bidco during
the Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Acquisition are
sent to them in hard copy form. Hard copies of such documents,
announcements (including this Announcement), and information will
not be sent unless requested.
A hard copy of this Announcement may be requested by contacting
Computershare Investor Services on 0370 703 6004 or from outside of
the United Kingdom +44 (0)370 703 6004. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 8.30 am - 5.30 pm, Monday to Friday excluding
public holidays in England and Wales.
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 exact
arithmetic aggregation of the figures that precede them.
Rule 2.9
For the purposes of Rule 2.9 of the Takeover Code, Fulham Shore
confirms that, as at the Latest Practicable Date, it had in issue
635,099,052 ordinary shares of GBP0.01 each. The International
Securities Identification Number ("ISIN") number of the ordinary
shares is GB00B9F8VG44. No Fulham Shore shares are held in
treasury.
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END
SOAEAEXXEDADEFA
(END) Dow Jones Newswires
July 07, 2023 06:33 ET (10:33 GMT)
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