REG - Franchise Brands PLC Filta Group Holdings - Offer Update – acceptance levels

Franchise BrandsAnnouncement

14/03/2022 07:00

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RNS Number : 5857E  Franchise Brands PLC  14 March 2022

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

 

14 March 2022

 

Franchise Brands plc

 

 

Recommended All Share Offer

 for

Filta Group Holdings plc ("Filta")

by

Franchise Brands plc ("Franchise Brands")

 

 

Offer Update - acceptance levels

Offer remains open for acceptance until further notice

 

 

On 16 February 2022, Franchise Brands announced a recommended all share offer
for Filta (the "Offer"). The full terms of, and conditions to, the Offer and
the procedures for acceptance were set out in the offer document dated 18
February 2022 (the "Offer Document"). Terms used but not defined in this
announcement have the same meaning as set out in the Offer Document.

 

Acceptance levels

 

Franchise Brands announces that, as at 3.14 p.m. on 11 March 2022, valid
acceptances of the Offer had been received in respect of 24,887,692 Filta
Shares, representing 85.22 per cent. of the issued share capital of Filta, to
which the Offer relates.

 

This total includes acceptances received in respect of:

 

-      18,095,280 Filta Shares, representing approximately 61.96 per
cent. of the issued share capital of Filta, which were subject to irrevocable
undertakings given by certain of the Filta Directors (and those of their
connected parties, including the Meredian Settlement trust); and

 

-      5,768,000 Filta Shares, representing approximately 19.75 per cent.
of the issued share capital of Filta, which were subject to an irrevocable
undertaking given by Gresham House Asset Management Limited.

 

The percentages of Filta Shares referred to in this announcement are based
upon a figure of 29,203,164 Filta Shares in issue at close of business on 11
March 2022.

 

Franchise Brands announced on 10 March 2022 that the Offer had become wholly
unconditional, following the passing of the resolution at the General Meeting,
valid acceptances being received in respect of more than 75 per cent. of the
voting rights relating to the Filta Shares and Admission having taken place.

 

 

The Offer will remain open for acceptances until further notice and 14 days'
notice will be given ahead of the Offer closing. The Offer will not close on
19 April 2022 as previously stated.

 

Filta Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible in accordance with the procedure set out below.

 

Cancellation of trading of Filta Shares on AIM

 

Filta announced on 9 March 2022 that, at the request of Franchise Brands, its
Board has applied for the cancellation of admission to trading on AIM of Filta
Shares.  It is anticipated that the cancellation of admission to trading on
AIM will take effect on or shortly after 7.00 a.m. on 24 March 2022.

 

Cancellation of admission to trading on AIM will significantly reduce the
liquidity and marketability of all Filta Shares not assented to the Offer at
that time.

 

Procedure for acceptance of the Offer

 

Filta Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible as follows:

 

·    If you hold Filta Shares in certificated form (that is, not in CREST)

If you hold your Filta Shares, or any of them, in certificated form (that is,
NOT in CREST), to accept the Offer in respect of those Filta Shares, you
should complete, sign and return the personalised Form of Acceptance along
with your valid share certificate(s) and/or any other relevant documents of
title as soon as possible and return by post to the Receiving Agent,
Computershare at Computershare Investor Services PLC, Corporate Actions
Projects, Bristol BS99 6AH, United Kingdom.

 

·    If you hold your Filta Shares in uncertificated form (that is, in
CREST)

If you hold your Filta Shares, or any of them, in uncertificated form (that
is, in CREST), to accept the Offer in respect of those Filta Shares, you
should follow the procedure for Electronic Acceptance through CREST so that
the TTE instruction settles as soon as possible.

 

Full details on how to accept the Offer are set out in the Offer Document, a
copy of which is available on Franchise Brands' website at
https://www.franchisebrands.co.uk/investor-information/
(https://www.franchisebrands.co.uk/investor-information/) . Further copies of
the Offer Document and the Form of Acceptance are available from Computershare
by written request to Computershare at Computershare Investor Services PLC,
Corporate Actions Projects, Bristol BS99 6AH, United Kingdom or request to
Computershare by telephone on (0370) 707 1807 (from within the UK) or on +44
370 707 1807 (from outside the UK).

 

Interests in relevant securities

 

Franchise Brands is currently the owner of 23,930,192 Filta Shares,
representing 81.94 per cent. of the issued share capital of Filta.

 

Enquiries:

 

 Franchise Brands plc                                                        +44 (0) 1625 813231

 Stephen Hemsley, Executive Chairman

 Brian Hogan, Chief Financial Officer

 Julia Choudhury, Corporate Development Director

 Filta Group Holdings plc                                                    +1 407 996 5550

 Jason Sayers, Chief Executive Officer

 Brian Hogan, Chief Financial Officer

 Allenby Capital Limited                                                     +44 (0) 20 3328 5656

 Financial Adviser, Nominated Adviser and Joint Broker to Franchise Brands

 Jeremy Porter / Liz Kirchner (Corporate Finance)

 Amrit Nahal (Sales and Corporate Broking)

 Dowgate Capital Limited                                                     +44 (0) 20 3903 7715

 Financial Adviser and Joint Broker to Franchise Brands

 James Serjeant / Russell Cook / Nicholas Chambers

 Cenkos Securities plc                                                       +44 (0) 20 7397 8900

 Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to Filta

 Stephen Keys / Camilla Hume / Callum Davidson

 MHP Communications                                                          +44 (0) 20 3128 8100

 PR advisers to Franchise Brands                                             +44 (0) 7884 494112

 Katie Hunt / Catherine Chapman                                              +44 (0) 7711 191518

                                                                             franchisebrands@mhpc.com
 Yellow Jersey PR                                                            +44 (0) 7747 788 221

 PR advisers to Filta                                                        +44 (0) 7951 402336

 Charles Goodwin

 Henry Wilkinson

 

 

IMPORTANT NOTICES

 

Allenby Capital, which is authorised and regulated by the FCA in the UK, is
acting as financial adviser, nominated adviser and joint broker exclusively
for Franchise Brands and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than Franchise Brands
for providing the protections afforded to clients of Allenby Capital or for
providing advice in relation to the Offer, the content of this announcement or
any matter referred to herein.

 

Dowgate, which is authorised and regulated by the FCA in the UK, is acting as
financial adviser and joint broker exclusively for Franchise Brands and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than Franchise Brands for providing the
protections afforded to clients of Dowgate or for providing advice in relation
to the Offer, the content of this announcement or any matter referred to
herein.

 

Cenkos, which is authorised and regulated by the FCA in the UK, is acting as
financial adviser and Rule 3 adviser exclusively for Filta and no one else in
connection with the Offer and the matters set out in this announcement and
will not be responsible to any person other than Filta for providing the
protections afforded to clients of Cenkos, nor for providing advice in
relation to the Offer , the content of this announcement or any matter
referred to herein.

 

Further Information

 

This announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer, invitation or the solicitation
of an offer or invitation to purchase, or 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 Offer or otherwise nor shall
there be any sale, issuance or transfer of securities of Franchise Brands or
Filta pursuant to the Offer in any jurisdiction in contravention of applicable
laws. The Offer will be implemented solely pursuant to the terms of the Offer
Document (or, in the event that the Offer is to be implemented by means of a
scheme, the Scheme Document), which contains the full terms and conditions of
the Offer, including details of how to accept the Offer. Any decision in
respect of, or other response to, the Offer should be made solely on the basis
of the information contained in the Offer Document.

 

Allenby Capital and Cenkos urge Filta Shareholders to read the Offer Document
carefully because it contains important information in relation to the Offer,
the New Franchise Brands Shares and the Enlarged Group, and to take
appropriate advice. Any action in relation to the Offer or related matters
should be made only on the basis of the information contained in the Offer
Document.

 

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

 

 

Information relating to Filta Shareholders

 

Please be aware that addresses, electronic addresses and certain other
information provided by Filta Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Filta may be
provided to Franchise Brands during the Offer Period as required under Section
4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

 

Overseas jurisdictions

 

The attention of Filta Shareholders who are citizens or residents of
jurisdictions outside the UK (including guidance for US shareholders is drawn
to paragraph Part C of Appendix 1 of the Offer Document.

 

Publication on website

 

Pursuant to Rule 26.1 of the Code, a copy of this announcement and other
documents in connection with the Offer as detailed in paragraph 16 of this
announcement will, subject to certain restrictions, be available for
inspection on Franchise Brands' website at
https://www.franchisebrands.co.uk/investor-information/
(https://www.franchisebrands.co.uk/investor-information/) and by Filta on its
website at https://filtaplc.com/investor-relations no later than 12 noon
(London time) on the business day following this announcement. The contents of
the websites referred to in this announcement are not incorporated into, and
do not form part of, this announcement.

 

Requesting hard copy documents

 

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of
this announcement and any information incorporated into it by reference to
another source in hard copy form by writing to Brian Hogan at Franchise Brands
plc, Ashwood Court, Springwood Close, Tytherington Business Park, Macclesfield
SK10 2XF. A person may also request that all future documents, announcements
and information to be sent to that person in relation to the Offer should be
in hard copy form.

 

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