REG - Finsbury Food Group - Publication of Scheme Document

Finsbury FoodAnnouncement

02/10/2023 11:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231002:nRSB3775Oa&default-theme=true

RNS Number : 3775O  Finsbury Food Group PLC  02 October 2023

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

FOR IMMEDIATE RELEASE

2 October 2023

RECOMMENDED ACQUISITION

of

FINSBURY FOOD GROUP PLC ("FINSBURY")

by

FRISBEE BIDCO LIMITED ("BIDCO")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT AND EXPECTED TIMETABLE OF PRINCIPAL EVENTS

On 20 September 2023, the boards of directors of Finsbury and Bidco announced
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")) (the "Acquisition"). The Acquisition is to be
effected by way of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document (as defined below).
All references to times in this announcement are to London, United Kingdom
times unless stated otherwise.

Publication of Scheme Document

Finsbury is pleased to announce that a circular containing the full terms and
conditions of the Acquisition (the "Scheme Document") is being published
today. The Scheme Document contains, among other things, a letter from the
Chair of Finsbury, an explanatory statement pursuant to section 897 of the
Companies Act 2006, the full terms and conditions of the Scheme, notices of
the Court Meeting and General Meeting, an expected timetable of principal
events and details of the actions to be taken by Finsbury Shareholders.

Hard copies of the Scheme Document, Forms of Proxy and the Form of Election
for the Alternative Offer are being dispatched to Finsbury Shareholders and,
for information only, to persons with information rights and to participants
in the Finsbury Share Plan.

The Scheme Document will also be made available today, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on Finsbury's
website at https://finsburyfoods.co.uk/investor-relations/offer.

Notices of the Court Meeting and General Meeting and action required

As described in the Scheme Document, to become effective the Scheme will
require, amongst other things, that a simple majority in number of the Scheme
Shareholders present and voting (and entitled to vote) either in person or by
proxy, representing not less than 75 per cent. in value of the Scheme Shares
held by such Scheme Shareholders, vote in favour of the Scheme at the Court
Meeting; that the requisite majority of Finsbury Shareholders approve the
Special Resolution at the General Meeting; and the subsequent sanction of the
Court. The Scheme is also subject to the satisfaction or waiver (where
applicable) of the Conditions and further terms that are set out in the Scheme
Document.

Notices of the Court Meeting and the General Meeting, each of which will be
held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon
Place, 78 Cannon Street, EC4N 6AF on 23 October 2023, are set out in the
Scheme Document. The Court Meeting will commence at 10:00 a.m. and the General
Meeting at 10:15 a.m. (or as soon thereafter as the Court Meeting has been
concluded or adjourned).

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of opinion of the Scheme Shareholders. Scheme
Shareholders are therefore strongly encouraged to sign and return their Forms
of Proxy or appoint an electronic or CREST proxy as soon as possible. Scheme
Shareholders and Finsbury Shareholders are also strongly encouraged, in
respect of the Meetings, to appoint the "Chair of the meeting" as their proxy.

The Finsbury Directors, who have been so advised by Oppenheimer as to the
financial terms of the Cash Offer, consider the terms of the Cash Offer to be
fair and reasonable. In providing advice to the Finsbury Directors,
Oppenheimer has taken into account the commercial assessments of the Finsbury
Directors. Oppenheimer is providing independent financial advice to the
Finsbury Directors for the purpose of Rule 3 of the Code.

Accordingly the Finsbury Directors unanimously recommend that Finsbury
Shareholders vote or procure votes in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting, as the
Finsbury Directors have irrevocably undertaken to do in respect of their own
beneficial holdings of 4,364,648 Finsbury Shares (representing, in aggregate,
approximately 3.3 per cent. of the Finsbury Shares in issue on the Latest
Practicable Date).

Holders of Scheme Shares should read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

Shareholder Helpline

If you have any questions relating to the Scheme Document (or any information
incorporated into the Scheme Document by reference from another source), the
Meetings or the completion and return of the Forms of Proxy or the Form of
Election, please telephone Link Group on +44 (0) 371 664 0321. Calls are
charged at the standard geographic rate and will vary by provider. Calls from
outside of the United Kingdom will be charged at the applicable international
rate. Lines will be open between 9:00 a.m. to 5:30 p.m., Monday to Friday
excluding public holidays in England and Wales. Link Group cannot provide
advice on the merits of the Acquisition nor give any financial, legal or tax
advice.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also attached as an Appendix to this
announcement. Subject to obtaining the approval of the requisite majority of
Scheme Shareholders at the Court Meeting, the requisite majority of Finsbury
Shareholders at the General Meeting, the sanction of the Court and the
satisfaction or, where applicable, the waiver of the other Conditions (as set
out in the Scheme Document), the Scheme is expected to become effective in the
fourth quarter of 2023.

If any of the key dates set out in the timetable change, notice of this change
will be made by the issuance of an announcement through a Regulatory
Information Service.

It is currently intended that shortly before the Effective Date, an
application will be made to the London Stock Exchange for the cancellation of
admission to trading of Finsbury Shares on AIM. It is currently expected that
such cancellation will take place on the Business Day after the Effective
Date. The last day of dealings in, and for registration of transfers of,
Finsbury Shares is currently expected to be at the close of business on the
Business Day immediately prior to the Effective Date and it is currently
intended that no transfers will be registered after 6.00 p.m. on that date.

The dates and times given in the expected timetable are indicative only and
are based on Finsbury's current expectations and may be subject to change
(including as a result of changes to the regulatory timetable). If any of the
expected times and/or dates change, the revised times and/or dates will be
notified to Finsbury Shareholders by announcement through a Regulatory
Information Service, with such announcement being made available on Finsbury's
website at: https://finsburyfoods.co.uk/investor-relations/offer
(https://finsburyfoods.co.uk/investor-relations/offer) .

Finsbury Share Plans

In accordance with Rule 15 of the Takeover Code, participants in the Finsbury
Share Plan will be contacted shortly by way of joint letter (the "Rule 15
Letters"). The Rule 15 Letters contain details regarding the effect of the
Scheme on participants' rights under the Finsbury Share Plan and the
arrangements applicable to those participants, including details of
appropriate proposals being made in relation to such rights and relevant dates
and times.

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 7597 5197
 Gary Clarence

 Harry Hargreaves
 Finsbury                                                              Tel: +44 (0)29 2035 7500
 John Duffy

 Steve Boyd
 Oppenheimer (Financial adviser under Rule 3 of the Code to Finsbury)  Tel: +44 (0)20 7220 1900
 James Murray

 Anthony Sills
 Panmure Gordon (Nomad and corporate broker to Finsbury)               Tel: +44 (0)20 7886 2500
 Dominic Morley

 Atholl Tweedie

 Rupert Dearden
 Alma (PR adviser to Finsbury)                                         Tel: +44 (0)20 3405 0205
 Rebecca Sanders-Hewett

 Sam Modlin

Addleshaw Goddard LLP is providing legal advice to DBAY and Bidco. CMS Cameron
McKenna Nabarro Olswang LLP is providing legal advice to Finsbury.

 

IMPORTANT NOTICES

Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the Financial Conduct
Authority and PRA in the United Kingdom, is acting exclusively as financial
adviser to Bidco and DBAY and for no one else in connection with the
Acquisition and will not be responsible to any person other than Bidco and
DBAY for providing the protections afforded to clients of Investec, nor for
providing advice in relation to the Acquisition, the content of this
announcement or any matter referred to in this announcement. Neither Investec
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 Investec in connection with this announcement, any statement
contained herein or otherwise.

Oppenheimer Europe Limited ("Oppenheimer"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively as financial adviser
under Rule 3 of the Code to Finsbury in connection with the matters set out in
this announcement and for no one else and will not be responsible to anyone
other than Finsbury for providing the protections afforded to its clients or
for providing advice in relation to the matters set out in this
announcement.   Neither Oppenheimer 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 Oppenheimer in connection with the Scheme
Document, any statement contained herein, the Acquisition or otherwise.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for Finsbury
and for no one else in connection with the subject matter of this announcement
and will not be responsible to anyone other than Finsbury for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of this announcement.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an 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 is being made solely through the Scheme Document
and the accompanying Forms of Proxy and Form of Election, which contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition.  Any approval, decision or other response to
the Acquisition should be made only on the basis of the information in the
Scheme Document.  Finsbury Shareholders are strongly advised to read the
formal documentation 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.

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.

Copies of this announcement, the Scheme Document 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 Takeover Code, and
permitted by applicable law and regulation, neither this announcement nor the
Scheme Document will be made available, in whole or in part, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
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 or into or
from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect of the
Acquisition.

The Acquisition is subject to English law and the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the FCA, the
London Stock Exchange (including pursuant to the AIM Rules) and the Registrar
of Companies.

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
document.  Any representation to the contrary is a criminal offence in the
United States.

Financial information relating to Finsbury included in this announcement and
the Scheme Document 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 Acquisition 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 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 Acquisition, 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 the Scheme Document,
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.

Forward-looking statements

This announcement may contain certain forward-looking statements with respect
to the financial condition, results of operations and business of Bidco and/or
Finsbury and certain plans and objectives of Bidco and/or Finsbury with
respect thereto.  These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other words of
similar meaning.  These statements are based on assumptions and assessments
made by Bidco and/or Finsbury in the light of their experience and their
perception of historical trends, current conditions, future developments and
other factors they believe appropriate.  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 and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this announcement.  Neither Bidco nor Finsbury assumes
any obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are 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 dispositions.

No profit forecasts or estimates

Nothing in this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Bidco, the Bidco Group,
Finsbury or the Finsbury Group except where otherwise stated.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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. 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 the offeree company. 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.
(London time) on the 10th Business Day following the commencement of the offer
period. Relevant persons who deal in the relevant securities of the offeree
company 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%
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. 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
the offeree company, 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. (London time) 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, 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 of the Code).

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
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.

Publication on a website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, free of charge on Finsbury's website at
https://finsburyfoods.co.uk/investor-relations/offer. Neither the contents of
this website nor the content of any other website accessible from hyperlinks
on such website is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement by writing to Link Group,
Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
United Kingdom or by calling Link Group on +44 (0) 371 664 0321. Calls are
charges at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9:00 a.m. - 5:30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.

General

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 FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

 

 

Appendix

Expected Timetable of Principal Events

All times shown in this announcement are London time unless otherwise stated.
All dates and times are based on Finsbury's and Bidco's current expectations
and are subject to change. If any of the dates/or times in this expected
timetable change, the revised dates and/or times will be notified to Finsbury
Shareholders by announcement through a Regulatory Information Service, with
such announcement also being made available on Finsbury's website
at https://finsburyfoods.co.uk/investor-relations/offer
(https://finsburyfoods.co.uk/investor-relations/offer) . If required by the
Panel, Finsbury will send notice of the change(s) to Finsbury Shareholders
and, for information only to Finsbury Share Plan Participants.

 Event                                                                                       Time and/or date((1))
 Publication of the Scheme Document                                              2 October 2023
 Latest time for lodging the Blue Form of Proxy for the Court Meeting                 10:00 a.m. on 19 October 2023 ((2))
 Latest time for lodging the White Form of Proxy for the General Meeting                   10:15 a.m.  on 19 October 2023  ((3))
 Voting Record Time                                                             6:00 p.m. on 19 October 2023 ((4))
 Court Meeting                                                                  10:00 a.m. on 23 October 2023
 General Meeting                                                                10:15 a.m. on 23 October 2023 ((5))
 Latest time for lodging the green Form of Election or Electronic Election      11:00 a.m. on 20 October 2023
 The following dates and times are indicative only and are subject to change:
 Court Hearing (to sanction the Scheme)                                         a date expected to be in the fourth quarter of 2023, subject to regulatory
                                                                                clearances ("D") ((6))
 Last day of dealings in, and for registrations of transfers of, and            D + 1 Business Day ((7))
 disablement of Finsbury Shares in CREST
 Scheme Record Time                                                             6:00 p.m. on D + 1 Business Day
 Dealings in Finsbury Shares suspended                                          7:30 a.m. on D + 2 Business Days ("ED")
 Effective Date of the Scheme((8))                                              ED ((9))
 Cancellation of admission to trading of Finsbury Shares on AIM                 ED + 1 Business Day
 Latest date for despatch of cheques or settlement through CREST in respect of  By ED + 14 Days
 the Cash Consideration
 Latest date for issue of the Consideration Shares                              By ED + 14 Days
 Latest date for despatch of Consideration Share Certificates                   By ED + 14 Days
 Long Stop Date                                                                 31 January 2024 ((10))

 

 

Notes:

(1)     These times and dates are indicative only and will depend, among
other things, on the dates upon which (i) the Conditions are satisfied or
(where permitted) waived, (ii) the Court sanctions the Scheme and (iii) the
Court Order is delivered to the Registrar of Companies. Finsbury will announce
any changes to these dates through a Regulatory Information Service.

Participants in the Finsbury Share Plan will be contacted separately to inform
them of the effect of the Scheme on their rights under the Finsbury Share
Plan, including details of any appropriate proposals being made and dates and
times relevant to them.

(2)     The blue Form of Proxy for the Court Meeting should be received by
Link Group before 10:00 a.m. on 19 October 2023, or, if the Court Meeting is
adjourned, not later than 48 hours before the time fixed for the holding of
the adjourned meeting (excluding any part of a day that is not a working day).
If the blue Form of Proxy is not returned by the specified time, it may be
handed to the Chair or a representative of Link Group at any time prior to the
start of the Court Meeting and will still be valid.

(3)     The white Form of Proxy for the General Meeting must be lodged
with Link Group before 10:15 a.m. on 19 October 2023 in order for it to be
valid, or, if the General Meeting is adjourned, not later than 48 hours before
the time fixed for the holding of the adjourned meeting (excluding any part of
a day that is not a working day). White Forms of Proxy cannot be lodged with
Link Group after that time.

(4)     If a Meeting is adjourned, only those Scheme Shareholders (in the
case of the Court Meeting) and Finsbury Shareholders (in the case of the
General Meeting) on the register of members of Finsbury at 6:00 p.m. on the
day which is two days before the adjourned meeting (excluding any part of a
day that is not a working day) will be entitled to attend and vote at such
adjourned Meeting.

(5)     To commence at 10:15 a.m. or as soon thereafter as the Court
Meeting shall have concluded or been adjourned.

(6)     At the Court Hearing, Scheme Shareholders may be present and be
heard in person or through representation to support or oppose the sanctioning
of the Scheme.

(7)     Finsbury Shares will be disabled in CREST from 6.00 p.m. on the
business day after the date of the Court Hearing.

(8)     The Scheme will become effective pursuant to its terms upon the
Court Order being delivered to the Registrar of Companies.

(9)     Expected to be in the fourth quarter of 2023, subject to
regulatory clearances.

(10)   This is the latest date by which the Scheme may become effective
unless Finsbury and Bidco agree (and, if required, the Panel and the Court
permit) a later date.

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  SOAMTBMTMTTMBBJ