REG - Foresight Sustain. - Scheme of arrangement becomes effective

Foresight Sustainable ForestryAnnouncement

30/07/2024 07:00

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RNS Number : 3583Y  Foresight Sustain. Forestry Co PLC  30 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

30 July 2024

RECOMMENDED ACQUISITION

of

FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC

by

ARIZONA BIDCO LIMITED

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

(implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 26 July 2024 the Board of Foresight Sustainable Forestry Company plc
("FSFC") announced that the Court had sanctioned the Scheme at the Court
Sanction Hearing.

 

FSFC is now pleased to announce that the Court Order has been delivered to the
Registrar of Companies today and, accordingly, the Scheme has now become
effective in accordance with its terms. The entire issued share capital of
FSFC is therefore now owned by the Averon Park Group and, indirectly, by the
Rollover Shareholders.

 

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 ("Rollover Share") for
each Scheme Share held at the Scheme Record Time (the "Alternative Offer"),
and such elections are expected to be satisfied in full.

 

The terms of the Scheme (as sanctioned by the Court) are set out in the scheme
document published by FSFC on 25 June 2024 (the "Scheme Document").

 

Settlement

A Scheme Shareholder on the register of members of FSFC at the Scheme Record
Time, being 6.00 p.m. on 29 July 2024, is entitled to receive, in accordance
with the terms of the Scheme, either (i) 97 pence in cash for each Scheme
Share held (the "Cash Offer"), or (ii) if they validly elected for the
Alternative Offer, one Rollover Share for each Scheme Share held. As per the
terms of the Scheme, settlement of the consideration to which any Scheme
Shareholder is entitled under the Scheme will be effected no later than 14
days after the Effective Date.

Settlement of the cash consideration to which any Scheme Shareholder is
entitled will be effected by way of electronic payment or the despatch of
cheques (for Scheme Shareholders holding Scheme Shares in certificated form)
or the crediting of CREST accounts (for Scheme Shareholders holding Scheme
Shares in uncertificated form) as soon as practicable and by not later than 13
August 2024.

Certificates for Rollover Shares will be despatched by first class post (or by
international post or airmail, if overseas) to the relevant Scheme
Shareholders at the address appearing in the FSFC register of members at the
Scheme Record Time as soon as practicable and by not later than 13 August
2024.

Suspension and cancellation of listing and trading of FSFC Shares

The listing of FSFC Shares on the Official List of the Financial Conduct
Authority ("FCA") and the admission to trading of FSFC Shares on the London
Stock Exchange's ("LSE") main market for listed securities will be suspended
with effect from 7.30 a.m. (London time) today, 30 July 2024.

Applications have been made to the FCA and the LSE in relation to the
de-listing of the FSFC Shares from the Official List and the cancellation of
the admission to trading of FSFC Shares on the LSE's main market for listed
securities, which is expected to take place by 8.00 a.m. on 31 July 2024.

As a result of the Scheme having become Effective, share certificates in
respect of FSFC Shares will cease to be valid documents of title and
entitlements to FSFC Shares held in uncertificated form in CREST are being
cancelled.

Director changes

FSFC announces that, as of the Scheme becoming Effective earlier today,
Richard Davidson, Sarika Patel, Josephine Bush and Christopher Sutton have
resigned from the FSFC Board. Gary Fraser and Pinecroft Corporate Services
Limited have been appointed to the FSFC Board as of the Scheme becoming
Effective earlier today.

General

FSFC 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.

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

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.

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 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 has 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 has been 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.

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 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 is issuing 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.

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. 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.

 

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