REG - Globe Invest Limited Best of the Best PLC - UPDATE ON RECOMMENDED FINAL MANDATORY CASH OFFER

Best Of The BestAnnouncement

13/07/2023 11:00

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RNS Number : 9459F  Globe Invest Limited  13 July 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

13 July 2023

RECOMMENDED FINAL MANDATORY CASH OFFER

for

Best of the Best plc

by

Globe Invest Limited

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") will be
entitled to receive 535 pence in cash for each BOTB Share (the "Offer Price").
Terms defined in the announcement of 20 June 2023 (the "Offer Announcement")
bear the same meaning when used in this announcement.

 

2.   Mandatory Offer

 

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").

 

The Mandatory Offer will, save as set out in this announcement, be made solely
by the offer document (the "Mandatory Offer Document") which is expected to
the despatched to BOTB Shareholders very shortly and in any event within 28
days of the date of the Offer Announcement.

 

Offers made under Rule 9 of the Code must be conditional only upon the offeror
having received acceptances in respect of shares which, together with shares
acquired or agreed to be acquired before or during the offer, will result in
the offeror and any person acting in concert with it holding shares carrying
more than 50 per cent. of the voting rights in the offeree company (the
"Mandatory Offer Condition"). Full details of the Mandatory Offer Condition
are included in GIL's announcement of 29 June 2023.

 

3.   Further Market Purchases

 

GIL announces that since 29 June 2023 it has, through further market
purchases, acquired a further 1,725,857 BOTB Shares at the Offer Price of 535
pence per BOTB Share and now owns (subject to settlement, which is expected on
Friday 14 July 2023), in aggregate, 4,961,275 BOTB Shares, representing
approximately 59.30 per cent. of BOTB's issued share capital. This excludes
the irrevocable undertakings to accept the Offer received by GIL in respect of
1,736,025 BOTB Shares (as set out in detail in the Offer Announcement).

 

As a result, the Mandatory Offer, when made, will be unconditional from the
outset, as the Mandatory Offer Condition will already have been satisfied.

 

In accordance with the requirements of the Code, the Mandatory Offer, when
made, will be open for not less than 21 days and GIL will give not less than
14 days' notice before closing it.

 

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 or by accepting the Mandatory Offer via the
acceptance procedure that will be set out in the Mandatory Offer Document.

 

When aggregated with the 1,736,025 BOTB Shares in respect of which GIL has
received irrevocable undertakings to accept the Offer, GIL will be interested
in, in aggregate, a total of 6,697,300 BOTB Shares, representing approximately
79.15 per cent. of BOTB's issued and to be issued share capital.

 

On full performance of the obligations under the irrevocable undertakings
referred to above, GIL will, by virtue of its shareholding (and the
shareholdings of any concert parties) and acceptances of the Offer, have
acquired or unconditionally agreed to acquire BOTB Shares carrying 75 per
cent. or more of the voting rights of BOTB.

 

GIL therefore intends to procure that BOTB makes an application to the London
Stock Exchange for the cancellation of the admission to trading of BOTB Shares
on AIM as soon as practicable following the performance of the obligations
under the irrevocable undertakings, relying on the principle in the notes on
AIM Rule 41 that the London Stock Exchange would normally not require a
separate shareholder approval for this, should that threshold be achieved as a
result of the Offer (the "Delisting").

 

A further announcement will be made regarding the expected date of Delisting
in due course. In such circumstances, GIL also 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.

 

4.   General

 

Save as set out in this announcement and GIL's announcement on 29 June 2023,
and as will be further explained in the Mandatory Offer Document, the
Mandatory Offer will be subject to the same terms and conditions as the Offer
as set out in the Offer Announcement. Accordingly, your attention is drawn to
the Offer Announcement, which is available on GIL's website at
www.globeinvest.com (http://www.globeinvest.com) and the BOTB's website at
www.botb.com/about/investors/offer (http://www.BUGATTI.com) .

 

Copies of this announcement will be made 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) .

 

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 will be contained in the
Mandatory 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 19 June (being the last Business Day prior to the date of the
Offer Announcement), it had in issue 8,367,024 ordinary shares (excluding
ordinary shares held in treasury) of 5 pence each. The International
Securities Identification Number (ISIN) for the ordinary shares is
GB00B16S3505.

 

 

 

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