REG - Finsbury Food Group - Scheme of Arrangement Becomes Effective

Finsbury FoodAnnouncement

16/11/2023 16:15

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RNS Number : 7406T  Finsbury Food Group PLC  16 November 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

16 November 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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

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) (the
"Acquisition"). The Acquisition is being effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").

On 14 November 2023, Finsbury announced that the Court had sanctioned the
Scheme to effect the Acquisition.

Finsbury is pleased to announce that the Scheme has now become Effective in
accordance with its terms, following delivery of the Court Order to the
Registrar of Companies earlier today and the entire issued share capital of
Finsbury is now owned or controlled by Bidco. The Acquisition has therefore
completed.

Settlement of Consideration

Under the terms of the Scheme, subject to any valid election for the
Alternative Offer, holders of Scheme Shares on the register of members of
Finsbury at the Scheme Record Time, being 6.00 p.m. (London time) on 15
November 2023, will be entitled to receive 110 pence for every Scheme Share
held. Cheques will be dispatched to Scheme Shareholders holding Scheme Shares
in certificated form and the CREST accounts of Scheme Shareholders holding
Scheme Shares in uncertificated form will be credited, and/or certificates
issued in respect of the Alternative Offer, in each case within 14 days of
today's date.

Suspension and cancellation of listing and trading

Dealings in Finsbury Shares were suspended with effect from 7.30 a.m. (London
time) today. Applications have been made to the London Stock Exchange in
relation to the cancellation of the admission to trading of Finsbury Shares on
the AIM market of the London Stock Exchange, which is expected to take place
at 7.00 a.m. (London time) on 17 November 2023.

Board Changes

As the Scheme has now become Effective, Finsbury announces that Peter Baker,
Bob Beveridge, Raymond Duignan and Marnie Millard have tendered their
resignations as directors of Finsbury and will step down from the Board of
Finsbury effective from today's date.

Dealing Disclosures

The Company is no longer in an "Offer Period" as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document, a copy of which is
available, subject to certain restrictions relating to persons in Restricted
Jurisdictions, on Finsbury's website at:
https://finsburyfoods.co.uk/investor-relations/offer.

Enquiries

 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                                                E-mail: finsbury@almastrategic.com (mailto:finsbury@almastrategic.com)
 Sam Modlin

CMS Cameron McKenna Nabarro Olswang LLP is providing legal advice to Finsbury.

 

IMPORTANT NOTICES

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
herein 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 this announcement, 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. 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.

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

Overseas shareholders

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions.  Any failure to comply with any such 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 the laws
of England and Wales, 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 of England and Wales. Nothing in this
announcement should be relied on for any other purpose.

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 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 or the
Scheme Document.  Any representation to the contrary is a criminal offence in
the United States.

Financial information relating to Finsbury included in 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.

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.

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.

In accordance with Rule 30.3 of the Code, Finsbury Shareholders and persons
with information rights may request a hard copy of this announcement free of
charge, 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 charged 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.

   24.2. (d)(i)

 

 

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