REG - Globe Invest Limited Best of the Best PLC - Update on Acceptances & Notice of Closing of Offer

Best Of The BestAnnouncement

07/08/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230807:nRSG4292Ia&default-theme=true

RNS Number : 4292I  Globe Invest Limited  07 August 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

7 August 2023

RECOMMENDED FINAL MANDATORY CASH OFFER

for

Best of the Best plc

by

Globe Invest Limited

UPDATE ON ACCEPTANCES

CANCELLATION OF TRADING ON AIM

NOTICE OF CLOSURE OF THE OFFER

 

1.   Introduction

 

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 plc
("BOTB") 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. Under the
terms of the Offer, the shareholders of BOTB (the "BOTB Shareholders") are
entitled to receive 535 pence in cash for each BOTB Share (the "Offer Price").

 

On 29 June 2023, GIL announced that, as a result of market purchases of BOTB
Shares, under Rule 9 of the City Code on Takeovers and Mergers (the "Code"),
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"). Following further market purchases of BOTB
Shares, on 6 July 2023 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.

 

2.   Level of Acceptances and Aggregate interest in BOTB Shares

 

In accordance with Rule 17 of the Code, GIL announces that, as at 1.00 p.m. on
4 August 2023 (the initial closing date for the Offer), valid acceptances of
the Offer ("Valid Acceptances") had been received in respect of a total of
3,090,986 BOTB Shares, representing approximately 36.53 per cent. of BOTB's
issued share capital.

 

Included within the above are Valid Acceptances in respect of 1,729,858 BOTB
Shares (representing approximately 20.44 per cent. of BOTB's issued share
capital) which were the subject of irrevocable undertakings in favour of GIL
to accept the Offer. A further 6,167 BOTB Shares (representing approximately
0.07 per cent. of BOTB's issued share capital), were also the subject of
irrevocable undertakings in favour of GIL to accept the Offer, and acceptances
have yet to be received in respect of these BOTB Shares.

 

GIL has the following interest in relevant BOTB securities (which includes the
Valid Acceptances received to date):

 Name:  Number of BOTB Shares:    Approximate percentage of

                                  BOTB issued share capital:
 GIL    8,181,738                 96.70

 

 

When aggregated with the 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.]

 

Save as disclosed in this Announcement, neither GIL nor any person acting in
concert with it has:

 

(a)  any interest in, or any right to subscribe for, or any short position
(whether conditional or absolute and whether in the money or otherwise) in,
including any short position made under a derivative in relation to, or is
party to any agreement to sell or has any delivery obligation or right to
require another person to purchase or take delivery of, any relevant BOTB
securities; or

 

(b)  borrowed or lent any relevant BOTB securities, save for any borrowed
shares which have either been on-lent or sold.

 

GIL intends to continue to acquire additional BOTB Shares at the Offer Price
by means of market or other purchases and in accordance with the Code. BOTB
Shareholders who wish to sell their holdings of BOTB Shares to GIL may do so
either by means of a market sale (prior to the cancellation of trading of BOTB
shares on AIM as per Section 3 below) or by accepting the Mandatory Offer via
the acceptance procedure that is set out in the Offer Document.

 

3.   Cancellation of Trading on AIM

 

On 26 July 2023, BOTB announced that it had applied to the London Stock
Exchange for the cancellation of the admission to trading of BOTB Shares on
AIM ("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 had received Valid Acceptances in excess of 75% of BOTB's issued
share capital. The announcement stated that the Delisting is expected to occur
on 24 August 2023 at 7.00am.

 

Following the proposed 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 significantly
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. Any remaining BOTB Shareholders would 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, they may 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.

 

 

 

 

4.   Update to Offer Acceptance Timetable and notice of closure of the Offer
on 1 September 2023

 

Given that the Delisting is expected to occur on 24 August 2023, GIL 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 until 1.00 p.m. on 30 August 2023. In accordance with the
requirements of the Code, GIL gives 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.

 

Therefore, GIL urges BOTB Shareholders who wish to benefit from a compelling
liquidity event to accept the Offer as soon as practicable to ensure that they
can access an immediate and certain exit.

 

To accept the Offer in respect of BOTB Shares in certificated form, you must
complete, sign and return the Form of Acceptance as soon as possible and, in
any event, so as to be received by the Receiving Agent at Computershare
Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, not
later than 1.00 p.m. (London time) on 30 August 2023.

 

To accept the Offer in respect of BOTB Shares in uncertificated form,
acceptance should be made electronically through CREST so that the TTE
instruction settles not later than 1.00 p.m. (London time) on 30 August 2023.
If you are a CREST sponsored member you should refer to your CREST sponsor as
only your CREST sponsor shall be able to send the necessary TTE instruction to
Euroclear.

 

The procedure for acceptance of the Offer is set out in paragraph 13 of Part 1
of the Offer Document, Parts C and D of Appendix I to the Offer Document and,
in respect of certificated BOTB Shares, as further described in the Form of
Acceptance.

 

5.   Compulsory acquisition

 

As GIL has received valid acceptances in respect of over 90 per cent. of the
BOTB Shares to which the Offer relates, Globe Invest intends 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.

 

Copies of this Announcement, the Offer Document and the Form of Acceptance
 are available on GIL's website at www.globeinvest.com
(http://www.globeinvest.com) and on BOTB's website at www.
(http://www.BUGATTI.com) botb (http://www.BUGATTI.com) .com
(http://www.BUGATTI.com) /about/investors/offer (http://www.BUGATTI.com) .

Capitalised terms in this announcement (the "Announcement"), unless otherwise
defined, have the same meanings as set out in the Offer Document.

 

Further information

Singer Capital Markets Advisory LLP (Financial Adviser to GIL)

 Phil Davies  +44 20 7496 3000
 Asha Chotai

 

Alma PR (PR Adviser to GIL)

 Josh Royston            +44 20 3405 0205
 Rebecca Sanders-Hewitt  +44 7780 901 979
 Andy Bryant
 Matthew Young

 

finnCap Limited (Rule 3 Adviser, Nominated Adviser and Broker to BOTB)

 Carl Holmes     +44 20 7220 0500
 Henrik Persson
 Edward Whiley

 

Buchanan (PR Adviser to BOTB)

 Chris Lane      +44 20 7466 5000

 Toto Berger

 

Bird & Bird LLP is acting as legal adviser to GIL and Winston & Strawn
London LLP is acting as legal adviser to BOTB.

Important Notices

Singer Capital Markets Advisory LLP ("Singer"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for GIL and no one else in connection with the matters referred to
in this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the matters
referred to in this Announcement and is not, and will not be, responsible to
anyone other than GIL for providing the protections afforded to its clients or
for providing advice in relation to the contents of this Announcement or any
transaction or arrangement referred to in connection with this Announcement.
Neither Singer nor any of its group undertakings or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, tort, under statute or otherwise) to any person who is
not a client of Singer in connection with this Announcement or any matter
referred to herein.

finnCap Limited ("finnCap"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
BOTB and no one else in connection with the matters referred to in this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the matters referred to in
this Announcement and is not, and will not be, responsible to anyone other
than BOTB for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement or any
transaction or arrangement referred to in connection with this Announcement.
Neither finnCap nor any of its group undertakings or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, tort, under statute or otherwise) to any person
who is not a client of finnCap in connection with this Announcement or any
matter referred to herein.

This Announcement is for information purposes only and is not intended to and
does not constitute or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or approval in any
jurisdiction in contravention of applicable law.

This Announcement does not constitute a prospectus or prospectus exempted
document.

Overseas Shareholders

The Mandatory Offer relates to securities in a company which is incorporated
in the United Kingdom, which is admitted to trading on the AIM market of the
London Stock Exchange and is subject to the disclosure requirements, rules and
practices applicable to such companies, which differ from those of the United
States in certain material respects. This document has been prepared for the
purposes of complying with English law, the AIM Rules and the rules of the
London Stock Exchange and the Code, and the information disclosed may not be
the same as that which would have been disclosed if this document had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom.

The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and observe, any
applicable requirements.

To the fullest extent permitted by applicable law, the companies and persons
involved in the Mandatory Offer disclaim any responsibility or liability for
the violation of such restrictions by any person.

Copies of this Announcement and formal documentation relating to the Mandatory
Offer shall not be, and must not be, 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
acceptance of the Mandatory Offer.

Unless otherwise permitted by applicable law and regulation, the Mandatory
Offer may not be made, directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Mandatory Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders are contained in the
Offer Document.

If you are a resident of the United States, please read the following:

The Mandatory Offer is being made to acquire the securities of BOTB, a company
incorporated under the laws of the United Kingdom and is being made in the
United States in reliance on, and compliance with, the exemption from certain
requirements of Regulation 14E under the US Securities Exchange Act of 1934
afforded by Rule 14d-1(d) thereunder. The Mandatory Offer shall be made in the
United States by GIL and no one else.

The Mandatory Offer is subject to the disclosure and procedural requirements
of the United Kingdom, which differ from those in the United States. In
addition, the payment and settlement procedure with respect to the Mandatory
Offer shall comply with the relevant United Kingdom rules, which differ from
United States payment and settlement procedures. Neither the SEC, nor any
securities commission of any state of the United States has approved the
Mandatory Offer, passed upon the fairness of the Mandatory Offer or passed
upon the adequacy or accuracy of this document. Any representation to the
contrary is a criminal offence in the United States.

In accordance with normal United Kingdom practice, GIL or its nominees, or its
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, shares or other securities of BOTB outside of the
US, other than pursuant to the Mandatory Offer, before or during the period in
which the Mandatory Offer remains opens for acceptance. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases shall
be disclosed as required by law or regulation in the United Kingdom and the
United States, and, shall be reported to a Regulatory Information Service and
shall be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) .

Financial information relating to BOTB included in the Offer Announcement has
been extracted from BOTB's published financial statements, prepared in
accordance with UK adopted international accounting standards (collectively,
"IFRS"), and 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.

GIL is organised under the laws of Cyprus and BOTB is organised under the laws
of the United Kingdom. Some or all of the officers and directors of GIL and
BOTB, respectively, are residents of countries other than the United States.
In addition, most of the assets of GIL and BOTB are located outside the United
States. As a result, it may be difficult for US shareholders of BOTB to effect
service of process within the United States upon GIL or BOTB or their
respective officers or directors or to enforce against them a judgment of a US
court predicated upon the federal or state securities laws of the United
States.

Forward-Looking Statements

This document (including information incorporated by reference in this
document), oral statements made regarding the Mandatory Offer, and other
information published by BOTB, GIL or any member of the Wider GIL Group
contain statements which are, or may be deemed to be, "forward looking
statements". Such forward looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the environment in
which GIL or any member of the Wider GIL Group shall operate in the future and
are subject to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those statements. The
forward-looking statements contained in this document relate to GIL, any
member of the Wider GIL Group or, following the acquisition of BOTB, the
enlarged group's future prospects, developments and business strategies, the
expected timing and scope of the Mandatory Offer and other statements other
than historical facts. In some cases, these forward looking statements can be
identified by the use of forward looking terminology, including the terms
"believes", "estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to", "intends", "may",
"will", "shall" or "should" or their negatives or other variations or
comparable terminology. By their nature, forward looking statements involve
risk and uncertainty because they relate to events and depend on circumstances
that shall occur in the future. These events and circumstances include changes
in the global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in tax rates
and future business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the assumptions
prove incorrect, actual results may differ materially from those expected,
estimated or projected. Such forward looking statements should therefore be
construed in the light of such factors. Neither BOTB or any of GIL or any
member of the Wider GIL Group, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this document shall actually occur. Given these
risks and uncertainties, potential investors should not place any reliance on
forward looking statements. The forward-looking statements speak only at the
date of this document. All subsequent oral or written forward- looking
statements attributable to any member of the Wider GIL Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

GIL and the Wider GIL Group expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any competent
regulatory authority, whether as a result of new information, future events or
otherwise.

No profit forecasts or estimates

Except as otherwise stated, no statement in this Announcement is intended or
shall be deemed to be a profit forecast, estimate or projection of the future
financial performance of GIL or BOTB for any period except as otherwise stated
and no statement in this Announcement should be interpreted to mean that
cashflow from operations, earnings or earnings per share or income of those
persons (where relevant) for the current or future financial years would
necessarily match or exceed the historical published cashflow from operations,
earnings or earnings per share or income of those persons (where relevant).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. on the 10(th) business day following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 p.m. on the 10(th)
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
per cent. 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 p.m. 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 Panel's website at
http://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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information
provided by BOTB Shareholders, persons with information rights and other
relevant persons for the receipt of communications from BOTB may be provided
to GIL during the Offer Period as requested under Section 4 of Appendix 4 of
the Code to comply with Rule 2.11(c) of the Code.

Publication on Website and Availability of Hard Copies

This Announcement, together with all information incorporated into this
document by reference to another source, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, shall be available
on GIL's website at www.globeinvest.com and on BOTB's website at
www.botb.com/about/investors/offer
(file:///C:/Users/EMSimmons/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/I838DP7I/www.botb.com/about/investors/offer)
by no later than 12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement and / or any information
incorporated into this Announcement by reference to another source by
contacting the Receiving Agent, Computershare Investor Services PLC on 0370
707 1543, or +44 370 707 1543 if calling from outside the United Kingdom. You
may also request that all future documents, announcements and information to
be sent to you in relation to the Mandatory Offer should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

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 arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, BOTB confirms that as at the close of
business on 24 July (being the last Business Day prior to the date of this
Announcement), it had in issue 8,462,376 ordinary shares (excluding ordinary
shares held in treasury) of 5 pence each. The International Securities
Identification Number (ISIN) for the ordinary shares is GB00B16S3505.

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPPFMPTMTBMBMJ