DISCLOSURE UNDER RULE 2.10(C) OF THE TAKEOVER CODE
02/05/2023 07:08
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230502:nRSB9805Xa&default-theme=true
RNS Number : 9805X Toridoll Holdings Corporation 02 May 2023
Disclosure under Rule 2.10(c) of the Takeover Code in respect of the
RECOMMENDED CASH ACQUISITION
of
THE FULHAM SHORE PLC ("FULHAM SHORE")
by
GREAT SEA KITCHENS LIMITED ("BIDCO")
a newly-incorporated company established on behalf of TORIDOLL Holdings
Corporation
Update on Letter of Intent given by Unicorn Asset Management Ltd
On 5(th) April 2023 the board of Bidco and the Independent Fulham Shore
Directors made an announcement pursuant to Rule 2.7 of the Takeover Code (the
"2.7 Announcement") that they had reached agreement on the terms of a
recommended cash acquisition by Bidco of the entire issued and to be issued
share capital of Fulham Shore (the "Acquisition"), intended to be implemented
by way of a court sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
As set out in Appendix 3 of the 2.7 Announcement, Bidco had received a
non-binding letter of intent to vote in favour (or procure the voting in
favour, as applicable) of the Scheme at the Court Meeting and the Fulham Shore
Resolutions to be proposed at the General Meeting (or in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
the acceptance of such Takeover Offer) from Unicorn Asset Management Ltd
("Unicorn") in respect of an aggregate number of 22,227,372 shares,
representing approximately 3.5 per cent. of Fulham Shore's issued share
capital and approximately 4.3 per cent. of the Fulham Shore Shares eligible to
vote at the Court Meeting as at the close of business on 4 April 2023 (being
the last practicable date prior to the publication of the Rule 2.7
Announcement) (the "Unicorn Letter of Intent").
On 28(th) April 2023, Unicorn announced that it had sold, in aggregate,
22,227,372 Fulham Shore Shares (the "Sold Shares").
As a result, following completion of the sale of the Sold Shares:
· the total number of Fulham Shore Shares which are subject to
the Unicorn Letter of Intent has reduced to 0 Fulham Shore Shares,
representing 0 per cent. of the issued share capital of Fulham Shore Shares as
at the close of business on 28 April 2023 (being the last practicable date
prior to this announcement); and
· the total number of Fulham Shore Shares which are subject to
irrevocable undertakings or letters of intent received by Bidco from Fulham
Shore Shareholders has reduced to 344,798,777 Fulham Shore Shares
representing, in aggregate, approximately 54.3 per cent. of Fulham Shore's
issued share capital (and a total number of 228,019,343 Fulham Shore Shares,
representing, in aggregate, approximately 44.0 per cent. of the Fulham Shore
Shares eligible to vote at the Court Meeting) as at the close of business on
28 April 2023 (being the last practicable date prior to this announcement).
Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
2.7 Announcement.
Enquiries
Peel Hunt LLP (Financial Adviser to Bidco, TORIDOLL and Capdesia) Tel: (0) 20 7418 8900
Michael Nicholson
George Sellar
Rebecca Bankhead
Further information
This announcement is for information purposes only and is not intended to and
does not constitute, or form any 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 of Fulham Shore in
any jurisdiction in contravention of applicable law. The Acquisition will be
made and implemented solely pursuant to the terms of the Scheme Document (or
if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any vote in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or if
the Acquisition is implemented by way of a Takeover Offer, the Offer
Document).
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
The statements contained in this announcement are made as at the date of this
announcement, unless some other times is specified in relation to them, and
publication 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.
Disclaimer
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Bidco and for no one else in
connection with the matters referred to in this announcement and will not be
responsible to any person other than Bidco for providing the protections
afforded to clients of Peel Hunt, nor for providing advice in relation to the
matters referred to herein. Neither Peel Hunt 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 Peel Hunt in connection with the matters
referred to in this announcement, or otherwise.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws and/or regulations
of those jurisdictions and therefore persons into whose possession this
Announcement comes who are subject to the laws and/or regulations of any
jurisdiction other than the United Kingdom should inform themselves about and
observe any such applicable restrictions in their jurisdiction. In particular,
the ability of persons who are not resident in the United Kingdom to vote
their Fulham Shore Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in which they
are located. Further details in relation to the Overseas Shareholders will be
contained in the Scheme Document. 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.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Scheme by any such means from within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this Announcement and all
documents 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 a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that jurisdiction. If
the Acquisition is implemented by Takeover Offer (unless otherwise permitted
by applicable law or regulation), the Takeover Offer may not be made, directly
or indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone of interstate or foreign commerce
of, or any facility of a national state or other securities exchange of any
Restricted Jurisdiction) and the Takeover Offer will not be capable of
acceptance by any such use, means instrumentality or facilities or from or
within any Restricted Jurisdiction.
The availability of the Acquisition to Fulham Shore Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Additional information for US investors
Fulham Shore Shareholders in the United States should note that the
Acquisition relates to the securities of a company incorporated in England and
Wales and is proposed to be effected by means of a scheme of arrangement under
the laws of England. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be prepared in
accordance with English law, the Takeover Code and UK disclosure requirements,
format and style, all of which differ from those in the United States. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of arrangement, which
differ from the disclosure requirements of the United States tender offer and
proxy solicitation rules. If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the offer into the United States, the Acquisition will be made in compliance
with applicable United States laws and regulations, including any applicable
exemptions under the US Exchange Act.
Fulham Shore's financial statements, and all financial information that is
included in this Announcement or that may be included in the Scheme Document,
or any other documents relating to the Acquisition, have been or will be
prepared in accordance with IFRS and may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Fulham Shore Shares pursuant to the
Scheme will likely be a taxable transaction for United States federal income
tax purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Fulham Shore Shareholder is urged to consult
his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and claims arising
out of US federal securities laws, since Bidco and Fulham Shore are located in
countries other than the US, and some or all of their officers and directors
may be residents of countries other than the US. US holders 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
judgement.
In accordance with normal practice in the UK and consistent with Rule 14e-5(b)
of the US Exchange Act, Bidco, certain affiliated companies and their nominees
or brokers (acting as agents) may make certain purchases of, or arrangements
to purchase, shares in Fulham Shore outside 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 occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. 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.
Disclosure requirements of the Takeover Code (the "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 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 pm
(London time) on the 10th Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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 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 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 pm (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 Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://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 of this Announcement on website
A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Fulham Shore's website at
https://announcement.fulhamshore.com/ and on TORIDOLL's website at
https://www.toridoll.com/ir/announcement/ by no later than 12:00 p.m. on the
Business Day following this announcement.
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 STRABMFTMTAMBIJ