REG - Best of the Best PLC - Notice of cancellation of shares to trading on AIM

Best Of The BestAnnouncement

26/07/2023 08:00

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RNS Number : 1767H  Best of the Best PLC  26 July 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
UPON PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION CONTAINED HEREIN
WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

 

Best of the Best plc

("Best of the Best", "BOTB" or "the Company")

 

Notice of cancellation of shares to trading on AIM

 

 

Background

 

On 20 June 2023, Globe Invest Limited ("GIL"), the Cyprus registered and
headquartered single-family office and investment holding company of Mr. Teddy
Sagi, announced that it had reached agreement with Best of the Best  on the
terms of a recommended cash offer to be made by GIL to acquire all of the
issued and to be issued shares in the capital of BOTB ("BOTB Shares") not
already owned by GIL (the "Offer"), to be implemented by way of a takeover
offer within the meaning of Part 28 of the Companies Act 2006 (the "Offer
Announcement"). Under the terms of the Offer, the shareholders of BOTB (the
"BOTB Shareholders") will be entitled to receive 535 pence in cash for each
BOTB Share (the "Offer Price").

 

On 29 June 2023, GIL announced that it had acquired, through market purchases,
733,678 BOTB Shares at the Offer Price and as a result owned, at that date, in
aggregate 38.67 per cent. of BOTB's issued share capital. As a result of those
market purchases, under Rule 9 of the City Code on Takeovers and Mergers (the
"Code"), GIL announced on 29 June 2023 that the Offer had become a mandatory
cash offer for the entire issued and to be issued share capital of BOTB not
already owned or controlled by GIL (or any persons acting in concert with it)
at a price of 535 pence in cash per BOTB Share (the "Mandatory Offer").

 

GIL further announced on 6 July 2023 that since 29 June 2023 it had, through
further market purchases, acquired a further 1,152,124 BOTB Shares at the
Offer Price of 535 pence per BOTB Share and as a result owned, in aggregate,
4,387,542 BOTB Shares, representing approximately 52.44 per cent. of BOTB's
issued share capital at that date. As a result, GIL confirmed that the
Mandatory Offer, when made, would be unconditional from the outset.

 

The Offer Document (the "Offer Document") containing the full terms of the
Offer was published and posted to the shareholders of BOTB (the "BOTB
Shareholders") on 14 July 2023.

 

Since 6 July 2023, GIL has continued to make further market purchases, details
of which have been announced in accordance with the requirements of Rule 8 of
the Code. Full details of GIL's interests in BOTB Shares as at the date of
this announcement are included in the announcement released by GIL this
morning.

 

Capitalised terms in this announcement, unless otherwise defined, have the
same meanings as set out in the Offer document published and posted to BOTB
Shareholders on 14 July 2023 containing the full terms of the Offer (the
"Offer Document").

 

Proposed Cancellation

 

As announced by GIL this morning, the obligations pursuant to the irrevocable
undertakings referred to above have now been completed sufficiently for GIL to
have acquired 6,638,646 BOTB Shares carrying 78.46 per cent. of the voting
rights of BOTB. As a result, the BOTB Board has, pursuant to the formal
request of GIL and in accordance with GIL's intentions included in the Offer
Document, made an application to the London Stock Exchange for the
cancellation of the admission to trading of BOTB Shares on AIM (the
"Delisting"), relying on the principle in the notes on AIM Rule 41, that
separate shareholder approval for the Delisting will not be required given
that GIL has received Valid Acceptances in excess of 75% of BOTB's issued
share capital.

 

As such the cancellation of the admission to trading of the BOTB Shares on AIM
will occur and in accordance with the AIM Rules, with the anticipated date of
cancellation expected to be on, 24 August 2023 at 7.00am.  The Company also
confirms that the notice period of no less than 20 Business Days has
commenced. Further dates are set out in the timetable below.

 

Following the Delisting GIL intends that BOTB should seek to re-register as a
private company and adopt new articles of association more suited to a
privately controlled company.

 

The Delisting and re-registration as a private company will almost entirely
reduce the liquidity and marketability of any BOTB Shares in respect of which
the Offer has not been accepted at that time and their value may be affected
as a consequence.

 

GIL has confirmed that there will be no matched bargain facility implemented
for the purchase of BOTB Shares following completion of the Offer and any
remaining BOTB Shareholders will become minority shareholders in a privately
controlled and potentially more leveraged unlisted company without the
protections afforded by BOTB's current listing on AIM.

 

As a result, BOTB Shareholders who do not accept the Offer will be unable to
sell their BOTB Shares and there can be no certainty that any dividends or
other distributions will be made by BOTB in respect of future financial
periods, or that there will be any future offers or proposals to BOTB
Shareholders in respect of the BOTB Shares held by them.

 

If GIL receives acceptances under the Offer in respect of, and/or otherwise
acquires 90 per cent. or more of the BOTB Shares to which the Offer relates,
GIL intends, subject to the provisions of the Companies Act 2006, to exercise
its rights to acquire compulsorily any BOTB Shares not acquired or agreed to
be acquired by or on behalf of GIL pursuant to the Offer or otherwise on the
same terms as the Offer.

 

BOTB Shareholders who wish to benefit from a liquidity event are urged to
accept the Offer as soon as practicable to ensure that they can access an
immediate and certain exit, realising their shareholding in BOTB in a
relatively short time frame at 535 pence per BOTB Share.

 

Timetable

 

 Date                      Event
 26 July 2023              Notification of cancellation of admission to trading of shares on AIM
 1.00 pm on 4 August 2023  Final date for acceptances
 18 August 2023            Settlement of consideration to BOTB Shareholders who accept the Offer prior to
                           the initial closing date of the Offer
 18 August 2023            Offer closes
 23 August 2023            Last day of dealing in the Company's shares
 7:00am on 24 August 2023  Cancellation of admission to trading on AIM

 

Recommendation

 

As set out in the Offer Document, the Independent BOTB Directors unanimously
recommend that the BOTB Shareholders accept the Offer as they and their
connected persons have done in respect of their own and their connected
parties' own shareholding, totalling 1,585,506 BOTB Shares and 79,352 BOTB
Share Options.

 

Shareholders are urged to carefully read the Offer Document for more
information on how to accept the Offer and the impact and consequences of the
cancellation of listing of the Company's ordinary shares on AIM.

 

 

Enquiries:

 

 Best of the Best plc             William Hindmarch, Chief Executive   T: 020 7371 8866

                                  Rupert Garton, Commercial Director

 Buchanan                         Chris Lane                           T: 0207 466 5000

 (Public Relations & Press)       Toto Berger

 finnCap                          Corporate Finance                    T: 020 7220 0500

 (Nominated Adviser and Broker)   Carl Holmes

                                  Teddy Whiley

                                  Alice Lane

 

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