REG - DBAY Advisors Ltd Finsbury Food Group Logistics Dev Grp - Rule 2.10(c) Announcement

Finsbury FoodAnnouncement

11/10/2023 16:00

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RNS Number : 8283P  DBAY Advisors Limited  11 October 2023

DISCLOSURE UNDER RULE 2.10(c) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")

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

11 October 2023

RECOMMENDED ACQUISITION

of

FINSBURY FOOD GROUP PLC

by

FRISBEE BIDCO LIMITED

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Update on the letter of intent given by Investec Wealth & Investment
Limited

DISCLOSURE UNDER RULE 2.10(C) OF THE CODE

On 20 September 2023, the boards of Frisbee Bidco Limited ("Bidco") and
Finsbury Food Group plc ("Finsbury") announced pursuant to Rule 2.7 of the
Takeover Code (the "Rule 2.7 Announcement") that they had reached agreement on
the terms of a recommended offer to be made by Bidco for the entire issued and
to be issued ordinary share capital of Finsbury (other than the Finsbury
Shares held by funds managed by DBAY Advisors Limited ("DBAY")) which would
be effected by means of a scheme of arrangement under Part 26 of the Companies
Act between Finsbury and Finsbury Shareholders. The Scheme Document was
published on 2 October 2023.

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Rule 2.7 Announcement.

As set out in the Rule 2.7 Announcement, Bidco received a letter of intent
(the "Investec Wealth Letter of Intent") from Investec Wealth & Management
Limited ("Investec Wealth") to vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting (or in the
event that the Acquisition was implemented by way of a Takeover Offer, to
accept or procure acceptance of the Takeover Offer) in respect of 11,704,451
Finsbury Shares, representing approximately 10.4 per cent. of the Scheme
Shares, and 9.0 per cent. of all Finsbury Shares, in issue on the Latest
Practicable Date.

As notified by Rathbones Group plc (being the ultimate controlling person of
Investec Wealth) on 6 October 2023 pursuant to Rule 8.3 of the Code, on 5
October 2023 Investec Wealth disposed of 7,470,357 Finsbury Shares,
representing approximately 5.7 per cent of the issued share capital of
Finsbury as at the close of business on 5 October 2023.  In view of Investec
Wealth's stated intentions set out in the Investec Wealth Letter of Intent,
Investec Wealth ensured that the 7,470,357 Finsbury shares were sold to DBAY.

Investec Wealth has advised Bidco that it subsequently disposed of a further
18,844 Finsbury Shares on 6 October 2023 and that, on 11 October 2023,
Investec Wealth sold to DBAY the remaining 4,215,250 Finsbury Shares subject
to the Investec Wealth Letter of Intent (being, together with the 7,470,357
and 18,844 Finsbury Shares previously sold by Investec Wealth, the "Sold
Shares").

Accordingly, the Investec Wealth Letter of Intent has ceased to apply in
respect of the Sold Shares. Investec Wealth has indicated that the disposal of
the Sold Shares was in order to ensure ongoing inheritance tax (IHT) relief
for its underlying investors.

On this basis, the total number of Finsbury Shares which are subject to
irrevocable undertakings received by Bidco from Finsbury Shareholders has
reduced to 4,364,648 Finsbury Shares, representing approximately 3.3 per cent
of the issued share capital of Finsbury.

This announcement has been made with the consent of Investec Wealth.

 

Enquiries:

 Bidco/DBAY Advisors Limited                          Tel: +44 (0)1624 690 900
 Mike Haxby
 Investec Bank plc (Financial adviser to Bidco/DBAY)  Tel: +44 (0)20 75975197
 Gary Clarence

 Harry Hargreaves

 

IMPORTANT NOTICES

Further information

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.  The Acquisition will be made solely pursuant to the terms of the
Scheme Document, which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition,
together with the accompanying Forms of Proxy and Form of Election.  Any
approval or vote in respect of the Scheme or other decision or response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
mailing of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
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 legal or regulatory requirements. In particular the ability of
persons who are not resident in the UK to vote their Finsbury Shares at the
Court Meeting or General Meeting, or to appoint another person as proxy to
vote at the Court Meeting or General 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 purpose of complying with English
law, the Market Abuse Regulation, the AIM Rules 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 England and Wales.

Bidco and Finsbury encourage Finsbury Shareholders to read the Scheme Document
(or any further documentation published in connection with the Acquisition)
carefully when it becomes available because it will contain important
information in relation to the Acquisition. Each Finsbury Shareholder is urged
to consult its independent professional adviser immediately regarding the tax
consequences to it (or its beneficial owners) of the Acquisition.

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 or 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.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law or regulation, the Acquisition will not be made available,
directly or indirectly, in or 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 use of mail or any other means or instrumentality
(including, without limitation, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of any Restricted
Jurisdiction and if the Acquisition is implemented by way of a Takeover Offer,
the Takeover Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by
means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the Exchange Act
of 1934, as amended (the "Exchange Act") and is exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
Accordingly, the Acquisition will be subject to disclosure requirements and
practices applicable in the UK to schemes of arrangement under the laws of
England and Wales, which are different from the disclosure and other
requirements applicable to a US tender offer.

Neither the SEC, nor any US state securities commission has approved or
disapproved of any offer of securities referred to in, or commented upon the
adequacy or completeness of any of the information contained in, this
announcement. Any representation to the contrary is a criminal offence in the
United States.

Financial information relating to Finsbury included in this announcement has
been prepared in accordance with accounting standards applicable in the United
Kingdom. As a result, such financial information 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.

The Consideration Shares to be issued pursuant to the Scheme under the
Alternative Offer may not be offered or sold in the United States absent
registration or an exemption from registration. No offer of such Consideration
Shares will be made to Finsbury Shareholders located or resident in the United
States or who are otherwise US Persons (as such term is defined in Rule 902(k)
under the Securities Act, each a "US Person"). The Consideration Shares have
not been and will not be registered under the Securities Act or under the
relevant securities laws of any state or territory or other jurisdiction of
the United States and will not be listed on any stock exchange in the United
States, and may not be offered, sold or delivered, directly or indirectly, in,
into or from the United States absent registration or an exemption from the
registration requirements of the Securities Act.

Finsbury Shareholders located or resident in the United States or who are
otherwise US Persons will not be permitted to elect to receive the
Consideration Shares pursuant to the Alternative Offer, and any purported
election to receive Consideration Shares pursuant to the Alternative Offer by
Finsbury Shareholders from the United States, or which, at the sole discretion
of Bidco, appear to be made in respect of Finsbury Shares beneficially held by
persons located or resident in the United States or who otherwise appear to be
US Persons will not be accepted. Accordingly, Finsbury Shareholders located or
resident in the United States or who are otherwise US Persons will receive
cash pursuant to the Scheme, and no Consideration Shares will be issued to any
such Finsbury Shareholder.

By electing receipt of the Consideration Shares pursuant to the Alternative
Offer, Finsbury Shareholders will be deemed to represent and warrant, on
behalf of themselves and any person on whose behalf they beneficially hold
their Finsbury Shares, that they: (i) are not located or resident in the
United States or otherwise a US Person; and (ii) are not electing receipt of
Consideration Shares pursuant to the Alternative Offer with a view to, or for
the offer or sale of Consideration Shares in connection with, any distribution
thereof (within the meaning of the Securities Act) in the United States or to
US Persons.

The receipt of cash consideration pursuant to the Cash Offer by a US holder of
Finsbury 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 US holder is urged to consult his independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to him, her or it.

It may be difficult for US holders of Finsbury Shares to enforce their rights
and any claims they may have arising under US Federal securities laws in
connection with the Acquisition, since Finsbury is organised under the laws of
a country other than the United States, and some or all of its officers and
directors may be residents of countries other than the United States, and most
of the assets of Finsbury are located outside of the United States. US holders
of Finsbury 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 Federal securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction or judgment.

The Acquisition may, in the circumstances provided for in this announcement,
instead be carried out by way of a Takeover Offer under the laws of England
and Wales. If Bidco exercises, with the consent of the Takeover Panel and
subject to the terms of the Co-operation Agreement, its right to implement the
Acquisition by way of a Takeover Offer, such Takeover Offer will be made in
compliance with applicable US tender offer and US Federal securities laws and
regulations, including the exemptions therefrom.

In accordance with normal UK practice and pursuant to rule 14e-5(b) of the
Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may,
from time to time, make certain purchases of, or arrangements to purchase,
Finsbury Shares outside of the United States, other than pursuant to the
Acquisition, until the date on which the Acquisition becomes effective, lapses
or is otherwise withdrawn, in compliance with applicable law, including the
Exchange Act. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. 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/) .

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, at
https://finsburyfoods.co.uk/investor-relations/offer by no later than 12 noon
(London time) on 12 October 2023 (being the Business Day following the date of
this announcement). The content of the website referred to in this
announcement and the content of any other website accessible from hyperlinks
on such website is not incorporated into and does not form part of this
announcement.

 

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