REG - Best of the Best PLC - Offer Update

Best Of The BestAnnouncement

08/08/2023 07:00

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RNS Number : 5419I  Best of the Best PLC  08 August 2023

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RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

8 August 2023

 

Best of the Best plc

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

 

Offer Update

 

 

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").

 

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").

 

Offer Update

 

As announced separately yesterday, GIL have now acquired or received
acceptances for 8,181,738 BOTB Shares totaling 96.70 per cent. of the BOTB's
issued share capital. When combined with an additional 6,167 BOTB Shares in
respect of which GIL has received irrevocable undertakings to accept the Offer
but for which acceptances have yet to be received, GIL will be interested in,
in aggregate, a total of 8,187,905 BOTB Shares, representing approximately
96.77 per cent. of BOTB's issued share capital.

 

The Board of BOTB would like to further remind BOTB Shareholders that as
announced on 26 July 2023, the cancellation of the admission to trading of the
BOTB Shares on AIM will occur and, in accordance with the AIM Rules, the
anticipated date of cancellation is expected to be on 24 August 2023 at 7.00am
(the "Delisting"). Following the Delisting GIL intends to re-register BOTB as
a private company and adopt new articles of association more suited to a
privately controlled company.

 

The Delisting and re-registration of BOTB 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.

 

However, as announced by GIL yesterday, GIL has confirmed that it intends to
provide minority shareholders with further time to submit Valid Acceptances in
respect of BOTB Shares, and therefore the Offer will remain open for
acceptance beyond the Company's Delisting until 1.00 p.m. on 30 August 2023.

 

In accordance with the requirements of the Code, GIL has given notice that the
Offer will close at 1.00 p.m. on 30 August 2023 and will no longer be capable
of acceptance after that time.

 

As GIL has received valid acceptances in respect of over 90 per cent. of the
BOTB Shares to which the Offer relates, GIL has announced its intention to
exercise its rights pursuant to the provisions of sections 974 to 991 of the
Companies Act 2006, compulsorily to acquire the remaining BOTB Shares to which
the Offer relates. A formal notice exercising these rights will be dispatched
to those BOTB Shareholders who have not yet accepted the Offer in due course.

 

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.

 

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 and their connected parties'
own shareholdings, 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

 

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