REG - Ted Baker PLC Authentic Brands Grp - Cancellation of Listing

EvercoreAnnouncement

24/10/2022 09:30

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RNS Number : 8530D  Ted Baker PLC  24 October 2022

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

FOR IMMEDIATE RELEASE

24 October 2022

RECOMMENDED FINAL CASH OFFER

for

Ted Baker plc

by

ABG-Robin BidCo (UK) Limited

(a newly incorporated entity wholly-owned by Authentic Brands Group, LLC)

 

CANCELLATION OF LISTING

Further to the announcement of Ted Baker plc ("Ted Baker") on 21 October 2022
that the Scheme has become Effective, Ted Baker announces that that the
listing of Ted Baker Shares on the premium listing segment of the Official
List and the trading of Ted Baker Shares on the Main Market of the London
Stock Exchange has been cancelled with effect from 8.00 a.m. today.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document dated 2 September
2022.

Enquiries:

Ted Baker
plc
                                    +44 (0)
20 7255 4800

Rachel Osborne (Chief Executive Officer)

Marc Dench (Chief Financial Officer)

 

Evercore (Financial Adviser to Ted
Baker)
+44 (0) 20 7653 6000

Ed Banks

Julien Baril

 

Blackdown Partners (Financial Adviser to Ted Baker)
                   +44 (0) 20 3807 8484

Peter Tracey

Tom Fyson

 

Liberum (Joint Broker to Ted
Baker)
+44 (0) 20 3100 2000

Richard Crawley

Jamie Richards

 

Panmure (Joint Broker to Ted
Baker)
            +44 (0) 20 7886 2500

Oliver Cardigan

Rupert Dearden

 

Tulchan Communications (Public Relations Adviser to Ted Baker) +44 (0) 20 7353
4200

Jonathan Sibun

Jessica Reid

 

Authentic Brands Group, LLC

Natasha Fishman (Chief Communications
Officer)
+1 718 637 4247

Haley Steinberg   (SVP, PR & Corporate Communications)
                +1 814 882 2913

 

BofA Securities (Financial Adviser to
ABG)
+44 (0) 20 7628 1000

Eamon Brabazon

Joshua Maguire

Geoff Iles

 

Important notices relating to financial advisers

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of
America Corporation, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation Authority in
the United Kingdom, is acting exclusively for ABG and Bidco in connection with
the matters set out in this announcement and for no one else and will not be
responsible to anyone other than ABG and Bidco for providing the protections
afforded to its clients or for providing advice in relation to the subject
matter of this announcement or any other matters referred to in this
announcement. Neither BofA Securities, 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 BofA Securities in connection with this
announcement, any statement contained herein or otherwise.

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the UK, is acting exclusively
as financial adviser to Ted Baker and no one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than Ted Baker for providing the protections afforded to clients of
Evercore nor for providing advice in connection with the matters referred to
herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with this
announcement, any statement contained herein, any offer or otherwise. Apart
from the responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000 and successor
legislation, or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no representation,
express or implied, is made by it, or purported to be made on its behalf, in
relation to the contents of this announcement, including its accuracy,
completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with Ted Baker or the matters
described in this announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
announcement or any statement contained herein.

Blackdown Partners Limited ("Blackdown"), which is authorised and regulated by
the Financial Conduct Authority in the UK, is acting exclusively as financial
adviser to Ted Baker and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other than Ted
Baker for providing the protections afforded to clients of Blackdown nor for
providing advice in connection with the matters referred to herein. Neither
Blackdown nor any of its subsidiaries, branches or 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 Blackdown in connection with this announcement, any statement
contained herein, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Blackdown by the Financial
Services and Markets Act 2000, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal, void or
unenforceable, neither Blackdown nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this announcement,
and no representation, express or implied, is made by it, or purported to be
made on its behalf, in relation to the contents of this announcement,
including its accuracy, completeness or verification of any other statement
made or purported to be made by it, or on its behalf, in connection with Ted
Baker or the matters described in this announcement. To the fullest extent
permitted by applicable law, Blackdown and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise have in
respect of this announcement or any statement contained herein.

Liberum Capital Limited ("Liberum"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
Ted Baker and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Ted Baker for
providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement. Neither Liberum nor
any of its affiliates, directors, officers, employees, advisers or agents 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 Liberum in connection with this announcement,
any statement contained herein or otherwise.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Ted Baker and no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Ted Baker for providing the protections afforded to clients of Panmure Gordon
nor for providing advice in relation to the subject matter of this
announcement. Neither Panmure Gordon 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 Panmure Gordon in connection with this announcement, any
statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer, invitation or the
solicitation of any 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, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Ted Baker in
any jurisdiction in contravention of applicable law.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

Overseas jurisdictions

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.

The availability of the Acquisition to Ted Baker Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in, or citizens of, the United Kingdom
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Ted Baker Shares with
respect to the Scheme at the Court Meeting, or to execute and deliver forms of
proxy appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable 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.

This announcement has been prepared for the purposes of complying with English
law and the Code and the 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 of England. The Acquisition
is subject to the applicable requirements of the Code, the Panel, the London
Stock Exchange and the FCA.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available, in
whole or in part, 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 Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Copies of this announcement and any formal documentation
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 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 or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition.

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

Notice to US Ted Baker Shareholders

The Acquisition relates to the shares of an English company and is being
implemented by means of a scheme of arrangement provided for under English
company law. 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 disclosure and
procedural requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure and procedural
requirements of the United States tender offer and proxy solicitation rules.

The financial information included in this announcement and the Scheme
Document has been prepared in accordance with generally accepted accounting
principles of the United Kingdom and thus may not be comparable to the
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States.

The receipt of cash pursuant to the Acquisition by a US holder of Ted Baker
Shares as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each Ted Baker Shareholder is therefore urged to consult his or her
independent legal, tax and financial advisers in connection with making a
decision regarding the Acquisition.

It may be difficult for US holders of Ted Baker Shares to enforce their rights
and any claims arising out of US federal laws, since Bidco and Ted Baker are
each located in a non-US jurisdiction, and some or all of their officers and
directors may be residents of non-US jurisdictions. US holders of Ted Baker
Shares 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 UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, Ted Baker Shares outside of the United States,
other than pursuant to the Acquisition, until the date on which the 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 will be disclosed as required in the UK, will be reported
to a Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .

Forward looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by ABG, Bidco and Ted Baker contain statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of ABG,
Bidco and/or Ted Baker (as applicable) about future events, and are therefore
subject to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on ABG, Bidco
and Ted Baker, the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved. Although
ABG, Bidco and/or Ted Baker (as applicable) believe that the expectations
reflected in such forward-looking statements are reasonable, ABG, Bidco and
Ted Baker can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future.

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of the other Conditions on the
proposed terms; changes in local or global political and economic conditions;
changes in consumer habits and preferences; legal or regulatory developments
and changes; changes in supervisory expectations or requirements; changes in
the business, competitive or market environments or forces; changes in the
behaviour of other market participants; changes future exchange or interest
rates; weak, volatile or illiquid capital and/or credit markets; changes in
tax rates; the outcome of any litigation; the impact of any future business
acquisitions, disposals, combinations or similar transactions; competitive
product or pricing pressures; the relative success of business or operating
initiatives; and changes in the level of capital investment. Other unknown or
unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves 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 ABG, Bidco nor Ted Baker, 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 announcement will actually occur. Given the
risks and uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.

Other than in accordance with their legal or regulatory obligations
(including, where applicable, under the Listing Rules and the Disclosure and
Transparency Rules of the FCA), neither ABG, Bidco nor Ted Baker is under any
obligation, and ABG, Bidco and Ted Baker expressly disclaim any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

Publication on website

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, free of
charge on Ted Baker's website at www. tedbakerplc.com and ABG's website at
www. www.authenticbrands.com. For the avoidance of doubt, the contents of
those websites are not incorporated into and do not form part of this
announcement.

 

 

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