REG - Foresight Sustain. Averon Park Limited - Court Sanction of Scheme of Arrangement

Foresight Sustainable ForestryAnnouncement

26/07/2024 14:45

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RNS Number : 0754Y  Foresight Sustain. Forestry Co PLC  26 July 2024

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

26 July 2024

RECOMMENDED ACQUISITION

of

FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC

by

ARIZONA BIDCO LIMITED

(a newly formed vehicle, wholly-owned, indirectly, by Averon Park Limited)

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 16 July 2024 the Board of Foresight Sustainable Forestry Company plc
("FSFC") announced the passing of the necessary resolutions, at a Court
Meeting of Scheme Voting Shareholders and the General Meeting of FSFC
Shareholders held on the same date as the announcement, approving the
recommended acquisition pursuant to which Arizona Bidco Limited ("Bidco") will
acquire the entire issued and to be issued ordinary share capital of FSFC that
the Averon Park Group does not already own (the "Acquisition"), and its
implementation by means of a Court-sanctioned scheme of arrangement under Part
26 of the Companies Act 2006 (the "Scheme"), the terms of which are set out in
the scheme document published by FSFC on 25 June 2024 (the "Scheme Document").

 

The Board of FSFC is pleased to announce that the Court has today sanctioned
the Scheme and issued the Court Order pursuant to which the Acquisition is
being implemented.

 

Valid elections from Scheme Shareholders representing in total 24,337,359
Scheme Shares (representing, in aggregate, approximately 14.15 per cent. of
the issued ordinary share capital of FSFC and approximately 20.10 per cent. of
the Scheme Shares) were received for the Alternative Offer of one unlisted B
ordinary share of £0.01 each in the capital of Bidco for each Scheme Share
held at the Scheme Record Time, and such elections are expected to be
satisfied in full.

 

The Scheme is conditional only on, and will become Effective upon, the
delivery of a copy of the Court Order to the Registrar of Companies, which is
expected to occur on 30 July 2024, at which time a further announcement will
be made.

 

The last day for the registration of transfers of FSFC Shares will be 29 July
2024, and the Scheme Record Time will be 6.00 p.m. on 29 July 2024.

 

Applications have been made for the suspension of trading in FSFC Shares on
the London Stock Exchange's main market for listed securities and the listing
of FSFC Shares on the Official List and such suspensions are expected to take
effect from 7.30 a.m. on 30 July 2024. The de-listing of FSFC Shares from the
Official List and the cancellation of the admission to trading of FSFC Shares
on the London Stock Exchange's main market for listed securities have also
been applied for and are expected to take effect, subject to the Scheme
becoming Effective, by 8.00 a.m. on 31 July 2024.

 

General

 

Unless otherwise defined, all capitalised terms in this announcement shall
have the same meaning given to them in the Scheme Document, a copy of which is
available on FSFC's website at https://fsfc.foresightgroup.eu/offer-fsfc.

 

All references in this announcement to times are to times in London.

Enquiries:

 FSFC                                                                            Via SEC Newgate

 Richard Davidson (Chairman)

 Stifel (Rule 3 Financial Adviser and Broker to FSFC)                            Tel: +44 (0) 20 7710 7600

 Edward Gibson-Watt

 Nick Harland

 Rajpal Padam

 Bruno Benega

 SEC Newgate (PR Adviser to FSFC)                                                Tel: +44 (0) 20 3757 6882

 Elisabeth Cowell

 Robin Tozer

 Alice Cho

 Harry Handyside

 Singer Capital Markets (Financial Adviser to Bidco, Blackmead and Averon Park)  Tel: +44 (0) 20 7496 3000

 Robert Peel

 Alaina Wong

 James Todd

 Averon Park                                                                     Tel: +44 (0) 20 3667 8100

 Matt Hammond

 Charlie Wright

 Anouska Morjaria

Gowling WLG (UK) LLP is acting as legal adviser to FSFC.

Dickson Minto LLP is acting as legal adviser to Bidco, Blackmead and Averon
Park.

Important notices relating to financial advisers

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as Financial Adviser exclusively
to FSFC and no one else in connection with the matters described in this
announcement and will not regard any other person as its client in respect
thereof or be responsible to anyone other than FSFC for providing the
protections afforded to clients of Stifel or its affiliates nor for providing
advice in connection with any matter referred to in this announcement. Neither
Stifel nor any of its affiliates (nor their respective directors, officers,
employees 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 Stifel or its
affiliates in connection with this announcement, any statement contained
herein, the Acquisition or otherwise. No representation or warranty, express
or implied, is made by Stifel as to the contents of this announcement.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as
Financial Adviser exclusively to Bidco, Blackmead and Averon Park and no one
else in connection with the matters described in this announcement and will
not regard any other person as its client in respect thereof or be responsible
to anyone other than Bidco, Blackmead or Averon Park or their respective
affiliates for providing the protections afforded to clients of Singer Capital
Markets or its affiliates nor for providing advice in connection with any
matter referred to in this announcement. Neither Singer Capital Markets nor
any of its affiliates (nor their respective directors, officers, employees 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 Singer Capital Markets or its
affiliates in connection with this announcement, any statement contained
herein, the Acquisition or otherwise. No representation or warranty, express
or implied, is made by Singer Capital Markets as to the contents of this
announcement.

In accordance with the Code and normal United Kingdom market practice, Singer
Capital Markets or its affiliates will continue to act as exempt principal
traders in FSFC securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be made public in
the United Kingdom pursuant to the Code will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.

Further information

This announcement is for information purposes only. It is not intended to, and
does not, constitute or form part of any 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 pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in FSFC in any jurisdiction in
contravention of applicable law. The Acquisition will be implemented solely
pursuant to the terms of the Scheme Document, which contains the full terms
and conditions of the Acquisition. Any response in relation to the Acquisition
should be made solely on the basis of the Scheme Document . FSFC and Bidco
urge FSFC Shareholders to read the Scheme Document carefully because it
contains important information relating to 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 the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
This announcement is an advertisement and does not constitute a prospectus or
a prospectus equivalent document.

No person should construe the contents of this announcement as legal,
financial or tax advice. 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.

Overseas Shareholders

This announcement has been prepared in accordance with, and for the purpose of
complying with, English law, the Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules, 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.

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and/or
regulation and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other than the
United Kingdom (including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the United Kingdom
or who are subject to the laws of any jurisdiction other than the United
Kingdom to participate in the Acquisition may be affected by the laws of the
relevant jurisdictions in which they are located or to which they are subject.
Any failure to comply with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction. To the fullest extent permitted by applicable law, the
companies, advisers and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition (including the Alternative
Offer) shall not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws or regulations
in 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 other jurisdiction where to do so would constitute a
violation of the laws or regulations of such 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
vote in respect of, or acceptance of, the Acquisition.

The availability of the Acquisition to Scheme Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.

The availability of the Rollover Shares to persons who are not resident in the
United Kingdom may be affected by the laws and/or regulations of the relevant
jurisdiction in which they are located. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.

Where Bidco believes that an election for the Alternative Offer by any Scheme
Shareholder may infringe applicable legal or regulatory requirements, or may
result in a requirement for a registration under the securities laws of any
Restricted Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and such Scheme
Shareholder will instead receive the Cash Offer in respect of the Scheme
Shares which were subject to such an election in accordance with the terms of
the Acquisition.

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

The Acquisition is subject to the applicable requirements of English law, the
Court, the Code, the Panel and the London Stock Exchange.

Additional information for US investors

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under the laws of England. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of the US tender
offer and proxy solicitation rules.

The financial information included in the Scheme Document has been prepared in
accordance with UK IFRS 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, which differ in certain significant respects from UK IFRS.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act (to the extent applicable), Bidco or its
nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, FSFC Shares or other
securities of FSFC outside of the US, other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. If such purchases or arrangements to
purchase were to be made, they would be made outside of the United States and
would be in accordance with applicable law, including the US Exchange Act and
the Code. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases or arrangements to purchase will be disclosed as required in
the United Kingdom, 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) .

Neither the SEC nor any US state securities commission nor any other US
regulatory authority has approved or disapproved of the Alternative Offer nor
the securities to which it relates or determined if this announcement or the
Scheme Document is accurate or complete or adequate. Any representation to the
contrary is a criminal offence in the United States.

The Rollover Shares that will be issued under the Alternative Offer have not
been and will not be registered under the US 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. Accordingly,
the Rollover Shares may not be offered or sold in the United States, except in
a transaction not subject to, or in reliance on an applicable exemption from,
the registration requirements of the US Securities Act and any applicable
state securities laws. Bidco expects to issue the Rollover Shares in reliance
upon the exemption from the registration requirements of the US Securities Act
provided by section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10)
exempts securities issued in specified exchange transactions from the
registration requirement under the US Securities Act where, among other
things, the fairness of the terms and conditions of the issuance and exchange
of such securities have been approved by a court or governmental authority
expressly authorised by law to grant such approval, after a hearing upon the
fairness of the terms and conditions of the exchange at which all persons to
whom the Rollover Shares are proposed to be issued have the right to appear
and receive adequate and timely notice thereof.

US holders who are or will be affiliates of the Bidco Group or FSFC prior to,
or of Bidco Group after, the Effective Date will be subject to certain US
transfer restrictions relating to any Rollover Shares received pursuant to the
Scheme.

For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act in respect of the Rollover Shares issued
pursuant to the Alternative Offer afforded by Section 3(a)(10), Bidco advised
the Court that its sanctioning of the Scheme will be relied upon by Bidco as
an approval of the Scheme following a hearing on its fairness to Scheme
Shareholders.

The receipt of cash by a US holder as consideration for the transfer of its
Scheme Shares pursuant to the Scheme may have tax consequences in the US and
such consequences, if any, are not described in this announcement or in the
Scheme Document. Each FSFC Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them, including under applicable United States state
and local, as well as overseas and other, tax laws.

FSFC and Bidco are each incorporated under the laws of England. Some or all of
the officers and directors of Bidco and FSFC, respectively, are residents of
countries other than the United States. In addition, some or all of the assets
of Bidco and FSFC are located outside the United States. As a result, it may
be difficult for US holders of FSFC Shares to enforce their rights and any
claim arising out of the US federal laws or to enforce against them a judgment
of a US court predicated upon the securities laws of the United Kingdom. US
holders of FSFC 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 judgment.

Further details in relation to US investors in FSFC are contained in the
Scheme Document.

Forward-looking statements

This announcement (including information incorporated by reference), oral
statements made regarding the Acquisition, and other information published by
FSFC, Averon Park and Bidco 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 Bidco, Averon Park and FSFC
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.

Such forward-looking statements include statements relating to the expected
effects of the Acquisition on Bidco, the Bidco Group, FSFC and the FSFC Group
(including their future prospects, developments and strategies), 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, without limitation, "anticipate",
"target", "expect", "estimate", "intend", "plan", "forecast", "project",
"goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could"
or "should" or other words of similar meaning or the negative thereof.
Forward-looking statements may include, but are not limited to, statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Bidco's, FSFC's, any
member of the Bidco Group's or any member of the FSFC Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on Bidco's, FSFC's, any
member of the Bidco Group's or any member of the FSFC Group's business.

Although Bidco, Averon Park and FSFC believe that the expectations reflected
in such forward-looking statements are reasonable, none of Bidco, Averon Park
or FSFC can give any 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 other Conditions on the proposed
terms and timetable; changes in the global and domestic political, economic,
business and competitive environments and in market and regulatory forces,
circumstances or conditions; changes in future exchange and interest rates;
changes in tax law or rates; future business combinations or disposals; and
any epidemic, pandemic or disease outbreak. 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 Bidco, Averon Park nor FSFC, nor any of their respective associates or
directors, officers, managers, partners or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements will actually occur.
You are cautioned not to place any reliance on these forward-looking
statements. The forward-looking statements in this announcement speak only at
the date of this announcement. All subsequent oral or written forward-looking
statements attributable to Bidco or any member of the Wider Bidco Group or
FSFC or any member of the Wider FSFC Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirely by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, none of
Bidco, Averon Park or FSFC is under any obligation, and Bidco, Averon Park and
FSFC 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 websites

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 FSFC's website at
https://fsfc.foresightgroup.eu/offer-fsfc and on Bidco's website at
https://communications.singercm.com/p/4UWI-F5D/arizona-bidco by no later than
12 noon on the Business Day following the date of this announcement.

Neither the content of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a
copy of this announcement in hard copy form free of charge. A person may also
request that all future documents, announcements and information sent to that
person in relation to the Acquisition should be in hard copy form. For persons
who have received a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be sent to you
unless you have previously notified FSFC's registrar, Computershare Investor
Services PLC, that you wish to receive all documents in hard copy form or
unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of this announcement please contact
Computershare during business hours on + 44 (0) 370 707 1231 (lines are open
from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in
England and Wales)) or by submitting a request in writing to Computershare at
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS99 6ZZ, United Kingdom. Please note that Computershare cannot provide any
financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes.

Information relating to FSFC Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by FSFC Shareholders, persons with information rights and
other relevant persons for the receipt of communications from FSFC may be
provided to Bidco during the Offer Period as required under section 4 of
Appendix 4 to the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th 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
one 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. (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 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
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.

 

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