Recommended Offer for The Fulham Shore PLC

Fulham Shore

05/04/2023 07:30

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RNS Number : 4509V  Toridoll Holdings Corporation  05 April 2023

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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
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THE MARKET ABUSE REGULATION (EU) NO.596/2014 AS IT FORMS PART OF ENGLISH LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.  UPON PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

 
5 April 2023

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

to be implemented by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

·       The board of Bidco and the Independent Fulham Shore Directors are
pleased to announce that they have reached agreement on the terms of a
recommended all cash offer pursuant to which Bidco, a newly-incorporated
company established on behalf of TORIDOLL Holdings Corporation ("TORIDOLL"),
will acquire the entire issued and to be issued share capital of Fulham Shore
(the "Acquisition").

·           Under the terms of the Acquisition, Fulham Shore
Shareholders will be entitled to receive:

14.15 pence in cash for each Fulham Shore Share held (the "Acquisition
Price").

·        The Acquisition values the entire issued and to be issued
ordinary share capital of Fulham Shore at approximately £93.4 million on a
fully diluted basis. The Acquisition Price of 14.15 pence for each Fulham
Shore Share represents a premium of approximately:

-         34.8 per cent. to the Closing Price of 10.50 pence per Fulham
Shore Share on 4 April 2023 being the last Business Day before the date of
this Announcement (the "Latest Practicable Date");

-         35.5 per cent. to the volume weighted average price of 10.44
pence per Fulham Shore Share for the 3 month period ended on the Latest
Practicable Date.

·           It is intended that the Acquisition will be effected by
means of a Court-sanctioned scheme of arrangement (the "Scheme") between
Fulham Shore and the Independent Fulham Shore Shareholders under Part 26 of
the Companies Act 2006.

Background to, and reasons for, the Acquisition

Bidco believes that Fulham Shore's restaurants offer a leading customer
proposition - providing authentic, high-quality food and drinks at affordable
prices.  In spite of the challenging trading circumstances of recent years,
Fulham Shore has continued to deliver robust performance overseen by its
highly experienced management team.  Bidco believes that Fulham Shore is well
positioned to continue to benefit from favourable market trends, particularly
an anticipated growth in demand for Italian cuisine, and that its
differentiated operating model will put Fulham Shore at the forefront of that
growth.

Bidco also recognises the significant opportunity for Fulham Shore to expand
its presence in the UK (where Fulham Shore's 97 sites reflect an under
penetration compared to peers), internationally (where Bidco believes the
strength of Fulham Shore's brands and product offering will resonate well) and
through retail channels (where Franco Manca's nascent offering of cook-at-home
pizzas is demonstrating encouraging progress).

Bidco believes that, alongside the wider TORIDOLL group and Capdesia Group
Limited ("Capdesia"), it is the right partner to help Fulham Shore deliver on
that growth opportunity - bringing a unique combination of expertise, industry
knowledge and a demonstrable track record of growing restaurant brands that
will support Fulham Shore's management team as they implement the business'
expansion strategy.

Recommendation

·         Nabil Mankarious, a Fulham Shore Director who holds 116,779,434
Fulham Shore Shares, has agreed to defer receipt of the consideration for 50
per cent. of his Fulham Shore Shares at the Acquisition Price which will
remain outstanding under the terms of an interest-bearing loan note issued by
Bidco and guaranteed by TORIDOLL.  In addition, he will enter into an amended
service agreement which includes a cash bonus payable after 18 months of
continuous post-Acquisition employment (the "Retention Arrangements").
 Accordingly, the board of Fulham Shore has constituted a committee of
Independent Fulham Shore Directors for the purposes of evaluating and
recommending the Acquisition. Nabil Mankarious has not participated in the
appraisal of the Acquisition by the Independent Fulham Shore Directors or the
decision of the Independent Fulham Shore Directors to recommend the
Acquisition to Fulham Shore Shareholders.

·         The Independent Fulham Shore Directors, who have been so
advised by Singer Capital Markets and Rothschild & Co as to the financial
terms of the Acquisition, unanimously consider the terms of the Acquisition to
be fair and reasonable.  In providing their advice to the Independent Fulham
Shore Directors, Singer Capital Markets and Rothschild & Co have taken
into account the commercial assessments of the Independent Fulham Shore
Directors.  Singer Capital Markets and Rothschild & Co are providing
independent financial advice to the Independent Fulham Shore Directors for the
purposes of Rule 3 of the Takeover Code.

·         Accordingly, the Independent Fulham Shore Directors intend to
recommend unanimously that Fulham Shore Shareholders approve the Scheme at the
Court Meeting and vote in favour of the Fulham Shore Resolutions at the
General Meeting, and have irrevocably undertaken to do so in respect of their
own beneficial holdings totalling in aggregate 112,763,505 Fulham Shore
Shares, representing approximately 17.8 per cent. of the issued share capital
of Fulham Shore (and representing approximately 21.8 per cent. of the Fulham
Shore Shares eligible to vote at the Court Meeting) as at the Latest
Practicable Date.

Retention Arrangements

·         Pursuant to the Retention Arrangements, Nabil Mankarious, a
Fulham Shore Director who holds 116,779,434 Fulham Shore Shares, has agreed to
defer receipt of the consideration payable by Bidco in respect of 50 per cent.
of his Fulham Shore Shares at the Acquisition Price, which will remain
outstanding under the terms of an interest-bearing loan note to be issued by
Bidco and guaranteed by TORIDOLL.  In addition, he has agreed to enter into
an amended service agreement which includes a cash bonus.  Further details of
the Retention Arrangements are set out in paragraph 9 of this Announcement.

·           For the purposes of Rule 16.2 of the Takeover Code,
Singer Capital Markets and Rothschild & Co have confirmed that, in their
opinion, the terms of the Retention Arrangements are fair and reasonable.  In
providing their opinion, Singer Capital Markets and Rothschild & Co have
taken into account the commercial assessments of the Independent Fulham Shore
Directors.

·         Nabil Mankarious who holds 116,779,434  Fulham Shore Shares
has agreed to be bound (or procure that his connected persons who are not
entitled to vote on the Scheme are bound) by the terms of the Scheme in
respect of all of the Fulham Shore Shares held by him. Nabil Mankarious is not
permitted to vote at the Court Meeting or on the resolution to approve the
Retention Arrangements that is to be proposed at the General Meeting and has
therefore also committed not to vote on these matters.

·         Nabil Mankarious has irrevocably undertaken in respect of
116,779,434  Fulham Shore Shares (being his entire beneficial holding of
Fulham Shore Shares) to vote in favour of the special resolution to approve
all actions necessary for carrying the Scheme into effect and the adoption of
the Amended Fulham Shore Articles to be proposed at the General Meeting (which
he is permitted to vote on). He has also irrevocably undertaken in respect of
58,389,717 Fulham Shore Shares (being all of the Fulham Shore Shares held by
him other than those Fulham Shore Shares which are subject to the Retention
Arrangements) that in the event the Acquisition is effected by way of a
Takeover Offer, he will assent such Fulham Shore Shares to such Takeover Offer
in accordance with the procedure set out in the relevant offer document
containing such Takeover Offer.

 

 

Irrevocable undertakings

·       In addition to the irrevocable undertakings given by the
Independent Fulham Shore Directors and Nabil Mankarious as set out above,
Bidco has received an irrevocable undertaking to vote in favour of the Scheme
at the Court Meeting, and in favour of the Fulham Shore Resolutions to be
proposed at the General Meeting, from Mr Sami Wasif in respect of, in
aggregate, 91,205,838 Fulham Shore Shares representing approximately 14.4 per
cent. of Fulham Shore's issued share capital (and approximately 17.6 per cent
of the Fulham Shore Shares eligible to vote at the Court Meeting) as at the
Latest Practicable Date.

·       Bidco has also received  non-binding letters of intent from
Canaccord Genuity Asset Management and Unicorn Asset Management Ltd to vote in
favour of the Scheme at the Court Meeting and vote in favour of the Fulham
Shore Resolutions at the General Meeting.

·         Bidco has therefore received commitments from Nabil
Mankarious, irrevocable undertakings and letters of intent from the
Independent Fulham Shore Directors and certain other Fulham Shore shareholders
in respect of a total number of 367,026,149 Fulham Shore Shares representing,
in aggregate, approximately 57.8 per cent. of Fulham Shore's issued share
capital (and a total number of 250,246,715 Fulham Shore Shares, representing,
in aggregate, approximately 48.3 per cent of the Fulham Shore Shares eligible
to vote at the Court Meeting) as at the Latest Practicable Date.

·          Further details of the irrevocable undertakings and letters
of intent given to Bidco (and the circumstances in which such arrangements
will cease to be binding or otherwise fall away) are set out in Appendix 3.

Information on Bidco, TORIDOLL and Capdesia

·     Bidco is a newly-incorporated company, incorporated in England and
Wales, established on behalf of TORIDOLL for the purposes of the Acquisition.
Bidco is a wholly-owned subsidiary of TORIDOLL.

·        TORIDOLL is a global food company listed on the Tokyo Stock
Exchange with circa £1 billion consolidated net sales and a current market
capitalisation of approximately £1.5 billion. Founded in 1990 by Takaya
Awata, TORIDOLL aims to have over 5,500 stores worldwide with increasingly
balanced growth across diverse group brands both in Japan and overseas. Its
current European brands include Marugame Udon, Shoryu and Wok to Walk. Each
time its brands have expanded overseas, TORIDOLL has worked alongside regional
partners, including Capdesia in Europe.

·       Capdesia is a London-and-Brussels-based private equity firm
that focuses exclusively on the restaurant space by investing in emerging and
scalable brands in the UK and Europe. As part of its investment strategy, it
also facilitates the launch of international brands in the region. Aside from
providing creative capital solutions, Capdesia leverages the operational
expertise of its operating partners to the benefit of its portfolio companies
in support of expansion, including franchising and international.

·      TORIDOLL and restaurant sector specialist fund Capdesia have
agreed to partner in relation to the Acquisition, with the intention to bring
their unique combination of industry expertise and resources to grow the
Franco Manca and The Real Greek brands across the UK and internationally.
Following completion of the Acquisition, it is intended that Capdesia will
introduce its investors to Bidco, alongside individual members of the Capdesia
team, which will see TORIDOLL's ownership reduce to no less than 51% of Bidco.

Dividends

·         If any dividend or other distribution is authorised, declared,
made or paid in respect of Fulham Shore Shares on or after the date of this
Announcement and before the Effective Date, Bidco reserves the right to reduce
the Acquisition Price by an amount up to the amount of such dividend or other
distribution.

Timetable and Conditions

·         It is intended that the Acquisition will be implemented by way
of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006. However, Bidco reserves the right to elect to implement the Acquisition
by way of a Takeover Offer, subject to the Panel's consent.

·         The cash consideration payable by Bidco to Fulham Shore
Shareholders pursuant to the Acquisition will be financed by equity financing
to be provided by TORIDOLL and backed by a Sterling-denominated bank guarantee
provided by MUFG Bank.

·           The Acquisition will be put to Fulham Shore
Shareholders at the Court Meeting and at the General Meeting. In order to
become Effective, the Scheme must be approved by a majority in number of the
Independent Fulham Shore Shareholders voting at the Court Meeting, either in
person or by proxy, representing at least 75 per cent. in value of the Scheme
Shares voted by such Independent Fulham Shore Shareholders. In addition, at
the General Meeting to implement the Scheme: (i) a special resolution to
approve all actions necessary for carrying the Scheme into effect and the
adoption of the Amended Fulham Shore Articles must be passed by Fulham Shore
Shareholders representing at least 75 per cent. of the votes cast on that
resolution; and (ii) an ordinary resolution to approve the Retention
Arrangements must be passed (on a poll) by Independent Fulham Shore
Shareholders representing a simple majority of the votes cast on that
resolution.

·         As a result of the Retention Arrangements, Nabil Mankarious is
not entitled to vote his Fulham Shore Shares at the Court Meeting or on the
resolution to approve the Retention Arrangements at the General Meeting. He is
however entitled to vote his Fulham Shore Shares on the special resolution to
approve all actions necessary for carrying the Scheme into effect and the
adoption of the Amended Fulham Shore Articles to be proposed at the General
Meeting.

·       The Acquisition will be made in accordance with the Takeover Code
and on the terms and subject to the Conditions which are set out in
Appendix 1 to this Announcement and on the further terms and conditions that
will be set out in the Scheme Document.

·         It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and the
General Meeting, together with the Forms of Proxy will be published as soon as
practicable and, in any event, within 28 days of this Announcement, unless
Fulham Shore and Bidco otherwise agree, and the Panel consents, to a later
date.  It is expected that the Scheme will become Effective by the end of May
2023, subject to the satisfaction of the Conditions and the further terms set
out in Appendix 1 to this Announcement.

Commenting on the Acquisition, David Page, Executive Chairman of Fulham Shore,
said:

"We are proud of the significant progress that Fulham Shore has made since it
was founded in 2012. We are proud of our two brands, Franco Manca and The Real
Greek, and the growth we have delivered for Fulham Shore. Whilst we remain
excited about the prospects for the business on a standalone basis, we have
been in discussions with both TORIDOLL and Capdesia and received a proposal
that we believe is compelling for all of our stakeholders. We believe TORIDOLL
and Capdesia's experience in successfully building restaurant businesses and
their long-term vision for Fulham Shore, will enable Fulham Shore to fulfil
its long-term potential.

Having carefully considered the range of options available to Fulham Shore,
including the terms of the proposed Acquisition, the Independent Fulham Shore
Directors have concluded that the Acquisition, which offers certainty of cash
value to Fulham Shore Shareholders, is in the best interests of Fulham Shore,
its shareholders and wider stakeholders, and as such are unanimously
recommending the Acquisition to shareholders."

Commenting on the Acquisition, Takaya Awata, President and CEO of TORIDOLL,
said:

"Fulham Shore has two exciting and fast growing brands that are aligned with
TORIDOLL's slogan of "Filling Our Planet with Dining Experiences that will
Move You". We are confident that both have the potential for significant
future growth, domestically and internationally. Together with the strength of
these brands and our partnership with restaurant sector specialist fund
Capdesia, we have the opportunity to leverage our combined expertise and
significant resources to accelerate their growth even further. We look forward
to working closely with Fulham Shore's management and employees as we embark
on the next stage of the company's growth."

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. The Acquisition will be subject
to the Conditions and further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions which will be set out in the
Scheme Document. Appendix 2 to this Announcement contains the sources of
information and bases of calculations of certain information contained in this
Announcement. Appendix 3 contains a summary of the irrevocable undertakings
and the letters of intent received in relation to the Acquisition. Appendix 4
contains definitions of certain expressions used in this summary and in this
Announcement.

 

 

 

 

Enquiries:

 Peel Hunt LLP (Financial Adviser to Bidco, TORIDOLL and Capdesia)               Tel: +44 (0) 20 7418 8900
 Michael Nicholson

 George Sellar

 Rebecca Bankhead
 Fulham Shore                                                                    Tel: +44 (0) 20 3026 8129
 David Page

 Nick Wong
 Singer Capital Markets (Rule 3 adviser, Nominated Adviser and Broker to Fulham  Tel: +44 (0) 207 496 3000
 Shore)
 Shaun Dobson

 James Moat

 Asha Chotai
 Rothschild & Co (Rule 3 adviser to Fulham Shore)                                Tel: +44 (0) 207 280 5000
 Edward Duckett

 Simon Cope-Thompson

 Jamie Hutton
 Hudson Sandler - Financial PR to Fulham Shore                                   Tel: +44 (0) 207 796 4133
 Alex Brennan

Winston & Strawn London LLP is providing legal advice to TORIDOLL,
Capdesia and Bidco.

Marriott Harrison LLP is providing legal advice to Fulham Shore.

Important notices

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.

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 and nominated adviser to Fulham Shore and no-one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than Fulham Shore for providing the protections
afforded to clients of Singer Capital Markets nor for providing advice in
connection with the matters referred to herein. Neither Singer Capital Markets
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 Singer
Capital Markets in connection with this Announcement, any statement contained
herein, the Acquisition or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively as financial adviser to Fulham Shore and no one else in connection
with the Acquisition or any matters referred to in in this Announcement. In
connection with such matters, Rothschild & Co, its affiliates and its or
their respective directors, officers, employees and agents will not regard any
other person as their client, nor will they be responsible to anyone other
than Fulham Shore for providing the protections afforded to their clients or
for providing advice in relation to the Acquisition, the contents of this
Announcement or any other matter referred to in this Announcement or owe or
accept any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person other than Fulham Shore in connection with the matters referred to in
this Announcement, or otherwise.

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if applicable, the offer document containing any Takeover
Offer) and the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the resolutions proposed in connection with the Acquisition. Any approval,
decision 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
applicable, the offer document containing any Takeover Offer).

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, the Takeover Code and the AIM Rules and 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 the
United Kingdom. Nothing in this Announcement should be relied on for any other
purpose.

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 does not constitute a prospectus or prospectus exempted
document.

No person should construe the contents of this Announcement as legal,
financial or tax advice and any interested person should consult its own
adviser in connection with such matters.

Fulham Shore and Bidco urge Fulham Shore Shareholders to read the whole of the
Scheme Document when it becomes available because it will contain important
information relating to the Acquisition and if they are uncertain as to any of
its contents, to consult with an appropriate professional adviser.

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.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco, TORIDOLL Group or Fulham Shore contain
statements about Bidco, TORIDOLL Group and/or Fulham Shore that are or may be
deemed to be forward-looking statements. All statements other than statements
of historical facts included in this Announcement, may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "hopes" "projects",
"continue", "schedule" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
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,
TORIDOLL's or Fulham Shore's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of government regulation on Bidco's,
TORIDOLL Group's or Fulham Shore's business.

These forward-looking statements are not guarantees of future performance. By
their nature, such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results and are
based on certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the entities' ability to control or estimate precisely. These factors
include, but are not limited to, the satisfaction of or failure to satisfy all
or any of the conditions to the Acquisition, as well as additional factors,
such as changes in political and economic conditions, changes in the level of
capital investment, retention of key employees, changes in customer habits,
success of business and operating initiatives and restructuring objectives,
the impact of any acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures, changes in
the regulatory environment, fluctuations of interest and exchange rates and
the outcome of any litigation. For a description of important factors which
could cause actual results to differ from forward-looking statements in
relation to the Fulham Shore Group, refer to the annual report for Fulham
Shore for the financial year ended 27 March 2022. Neither Bidco, TORIDOLL
Group or Fulham Shore, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
Announcement. All subsequent oral or written forward-looking statements
attributable to Bidco, TORIDOLL Group or Fulham Shore or any of their
respective members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. Bidco, TORIDOLL Group and Fulham Shore disclaim any
obligation to update any forward-looking or other statements contained in this
Announcement, except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share for Fulham Shore for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Fulham Shore.

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.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, to implement
the Acquisition by way of a Takeover Offer for the entire issued and to be
issued share capital of Fulham Shore as an alternative to the Scheme. In such
an event, the Takeover Offer will be implemented on the same terms or, if
Bidco so decides, on such other terms being no less favourable (subject to
appropriate amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in Part B of Appendix 1
to this Announcement.

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.

In accordance with Rule 30.3 of the Takeover Code, Fulham Shore Shareholders,
persons with information rights and participants in Fulham Shore Share Plans
may request a hard copy of this announcement by contacting Fulham Shore's
registrars, Computershare Investor Services, or by calling 0370 703 6004 or
from overseas +44 (0)370 703 6004. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays
in England and Wales). Please note that Computershare Limited cannot provide
any financial, legal or tax advice.  Calls may be recorded and monitored for
security and training purposes. For persons who receive a copy of this
announcement in electronic form or via a website notification, a hard copy of
this announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information to be sent to
them in relation to the Acquisition should be in hard copy form.

For the avoidance of doubt, the contents of this website and any websites
accessible from hyperlinks on this website are not incorporated into and do
not form part of this Announcement.

Information relating to Fulham Shore Shareholders

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

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. A person may also request that all future
documents, announcements and information in relation to the Acquisition are
sent to them in hard copy form. Hard copies of such documents, announcements
(including this Announcement), and information will not be sent unless
requested.

A hard copy of this Announcement may be requested by contacting Computershare
Investor Services on 0370 703 6004 or from outside of the United Kingdom +44
(0)370 703 6004. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 8.30 am - 5.30 pm,
Monday to Friday excluding public holidays in England and Wales.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an exact arithmetic aggregation of the figures that precede
them.

Rule 2.9

For the purposes of Rule 2.9 of the Takeover Code, Fulham Shore confirms that,
as at the Latest Practicable Date, it had in issue 634,870,577 ordinary shares
of £0.01 each. The International Securities Identification Number ("ISIN")
number of the ordinary shares is GB00B9F8VG44. No Fulham Shore shares are held
in treasury.

 

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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) NO.596/2014. AS IT FORMS PART OF ENGLISH LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.  UPON PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

5 April 2023

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

to be implemented by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

1.            Introduction

The board of Bidco and the Independent Fulham Shore Directors are pleased to
announce that they have reached agreement on the terms of a recommended all
cash offer pursuant to which Bidco, a newly-incorporated company established
on behalf of TORIDOLL Holdings Corporation ("TORIDOLL"), will acquire the
entire issued and to be issued share capital of Fulham Shore (the
"Acquisition").

The Acquisition is intended to be implemented by means of a Court-sanctioned
scheme of arrangement between Fulham Shore and the Fulham Shore Shareholders
under Part 26 of the Companies Act 2006.

2.            The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this Announcement and to be set
out in the Scheme Document, Fulham Shore Shareholders will be entitled to
receive:

14.15 pence in cash for each Fulham Shore Share held (the "Acquisition Price")

The Acquisition values the entire issued and to be issued ordinary share
capital of Fulham Shore at approximately £93.4 million on a fully diluted
basis. The Acquisition Price of 14.15 pence for each Fulham Shore Share
represents a premium of approximately:

-      34.8 per cent. to the Closing Price of 10.50 pence per Fulham
Shore Share on 4 April 2023 being the last Business Day before the date of
this Announcement (the "Latest Practicable Date"); and

-      35.5 per cent. to the volume weighted average price of 10.44 pence
per Fulham Shore Share for the 3 month period ended on the Latest Practicable
Date.

Dividends

If any dividend or other distribution is authorised, declared, made or paid in
respect of Fulham Shore Shares on or after the date of this Announcement and
before the Effective Date, Bidco reserves the right to reduce the Acquisition
Price by an amount up to the amount of such dividend or other distribution.

Expected Timetable

It is expected that the Scheme Document will be published as soon as
practicable and, in any event, within 28 days of this Announcement, unless
Fulham Shore and Bidco otherwise agree, and the Panel consents, to a later
date. It is expected that the Court Meeting and the General Meeting will be
held in May 2023 and that, subject to the satisfaction of the Conditions and
the further terms set out in Appendix 1 to this Announcement, the Scheme is
expected to become Effective by the end of May 2023.

3.            Background to and reasons for the Acquisition

Bidco believes that Fulham Shore's restaurants offer a leading customer
proposition - providing authentic, high-quality food and drinks at affordable
prices. In spite of the challenging trading circumstances of recent years,
Fulham Shore has continued to deliver robust performance overseen by its
highly experienced management team. Bidco believes that Fulham Shore is well
positioned to continue to benefit from favourable market trends, particularly
an anticipated growth in demand for Italian cuisine, and that its
differentiated operating model will put Fulham Shore at the forefront of that
growth.

Bidco also recognises the significant opportunity for Fulham Shore to expand
its presence in the UK (where Fulham Shore's 97 sites reflects an under
penetration compared to peers), internationally (where Bidco believes the
strength of Fulham Shore's brands and product offering will resonate well) and
through retail channels (where Fulham Shore's nascent offering of cook-at-home
pizzas is demonstrating encouraging progress).

Bidco believes that, alongside the wider TORIDOLL group and Capdesia, it is
the right partner to help Fulham Shore deliver on that growth opportunity -
bringing a unique combination of expertise, industry knowledge and a
demonstrable track record of growing restaurant brands that will support
Fulham Shore's management team as they implement the business' expansion
strategy.

4.            Recommendation from the Independent Fulham Shore
Directors

Nabil Mankarious, a Fulham Shore Director, has agreed to defer receipt of the
consideration for 50 per cent. of his Fulham Shore Shares at the Acquisition
Price, which deferred consideration will remain outstanding under the terms of
an interest-bearing loan note to be issued by Bidco and guaranteed by TORIDOLL
and to enter an amended service agreement which includes a cash bonus.
 Accordingly, the board of Fulham Shore has constituted a committee of
Independent Fulham Shore Directors for the purposes of evaluating and
recommending the Acquisition. Nabil Mankarious has not participated in the
appraisal of the Acquisition by the Independent Fulham Shore Directors or the
decision of the Independent Fulham Shore Directors to recommend the
Acquisition to Fulham Shore Shareholders.

The Independent Fulham Shore Directors, who have been so advised by Singer
Capital Markets and Rothschild & Co as to the financial terms of the
Acquisition, unanimously consider the terms of the Acquisition to be fair and
reasonable.  In providing their advice to the Independent Fulham Shore
Directors, Singer Capital Markets and Rothschild & Co have taken into
account the commercial assessments of the Independent Fulham Shore
Directors.  Singer Capital Markets and Rothschild & Co are providing
independent financial advice to the Independent Fulham Shore Directors for the
purposes of Rule 3 of the Takeover Code.

Accordingly, the Independent Fulham Shore Directors intend to recommend
unanimously that Fulham Shore Shareholders approve the Scheme at the Court
Meeting and vote in favour of the Fulham Shore Resolutions at the General
Meeting, and have irrevocably undertaken to do so in respect of their own
beneficial holdings totalling in aggregate 112,763,505 Fulham Shore Shares,
representing approximately 17.8 per cent. of the issued share capital of
Fulham Shore (and representing approximately 21.8 per cent. of the Fulham
Shore Shares eligible to vote at the Court Meeting) as at the Latest
Practicable Date.

5.        Background to and reasons for the recommendation from the
Independent Fulham Shore Directors

Fulham Shore was incorporated in 2012 as a platform from which to identify,
invest in and operate a range of growth restaurant businesses in the UK. Since
then, Fulham Shore has acquired two businesses, in Franco Manca and The Real
Greek, which have differentiated and proven value-for-money customer
propositions.

Since acquisition, Fulham Shore has grown The Real Greek from 7 to 27
restaurants; and grown Franco Manca from 10 to 70 restaurants in the UK.
Franco Manca has entered into franchise agreements in Greece, Spain and
Northern Ireland as well as launched a Franco Manca Cook at Home range of
retail pizza products in over 500 stores of a leading national supermarket.

The Board of Fulham Shore believe that its two brands have further
opportunities for restaurant growth in the UK, international expansion through
further openings in existing franchised territories as well as new franchising
agreements and from the expansion of retail products.

These opportunities, however, need to be balanced against the uncertainties
and risks that exist in the short and medium term. The highly unstable
national and international political outlook together with a volatile economic
backdrop have impacted consumer confidence and short-term revenues as well as
led to significant inflation in certain input costs. As a result of this
challenging macro-economic backdrop and increasing interest rates, Fulham
Shore has reduced its restaurant opening programme. Fulham Shore continues its
policy of funding openings largely out of operating cash flow. This will slow
short term growth, and has delayed the introduction of a planned dividend
policy.

The Fulham Shore Board recognises that the market for Fulham Shore Shares is
relatively illiquid, making it challenging for Fulham Shore Shareholders to
monetise their holdings should they so wish. The Acquisition provides Fulham
Shore Shareholders, many of whom have been shareholders since admission to
ISDX in 2013, the opportunity for an immediate, certain and attractive
realisation of cash.

The Independent Fulham Shore Board also notes that, prior to agreeing the
terms of the Acquisition, it, along with its advisers, sought and evaluated a
number of other expressions of interest in Fulham Shore in order to ensure
that the position of Independent Fulham Shore Shareholders was optimised. The
Independent Fulham Shore Board confirms Fulham Shore is no longer in
discussions with any other party.

In addition to the financial terms of the Acquisition, in its evaluation of
TORIDOLL and Capdesia as suitable owners of Fulham Shore from the perspective
of all stakeholders, the Board has also taken into account TORIDOLL's and
Capdesia's significant experience as restaurant operators as well as their
intentions to continue with the growth plan of the UK business and the
importance placed by TORIDOLL and Capdesia on the existing employees and other
stakeholders of Fulham Shore.

6.            Irrevocable undertakings and letters of intent

Bidco has received irrevocable undertakings from the Independent Fulham Shore
Directors as described in paragraph 4 above in respect of a total of
112,763,505 Fulham Shore Shares, representing approximately 17.8 per cent. of
the issued share capital of Fulham Shore (and approximately 21.8 per cent. of
the Fulham Shore Shares eligible to vote at the Court Meeting) as at the
Latest Practicable Date.

Under the Retention Arrangements, Nabil Mankarious, who holds 116,779,434
Fulham Shore Shares, has agreed to be bound (or procure that his connected
persons who are not entitled to vote on the Scheme are bound) by the terms of
the Scheme in respect of all of the Fulham Shore Shares held by him. Nabil
Mankarious is not permitted to vote at the Court Meeting or on the resolution
to approve the Retention Arrangements that is to be proposed at the General
Meeting and he has therefore also committed not to vote on these matters.

Nabil Mankarious has irrevocably undertaken in respect of 116,779,434 Fulham
Shore Shares (being his entire beneficial holding of Fulham Shore Shares) to
vote in favour of the special resolution to approve all actions necessary for
carrying the Scheme into effect and the adoption of the Amended Fulham Shore
Articles to be proposed at the General Meeting (which they are permitted to
vote on). He has also irrevocably undertaken in respect of 58,389,717 Fulham
Shore Shares (being all of the Fulham Shore Shares held by him other than
those Fulham Shore Shares which are subject to the Retention Arrangements)
that in the event the Acquisition is effected by way of a Takeover Offer, he
will assent such Fulham Shore Shares to such Takeover Offer in accordance with
the procedure set out in the relevant offer document containing such Takeover
Offer.

In addition to the irrevocable undertakings given by the Independent Fulham
Shore Directors and Nabil Mankarious as set out above, Bidco has received an
irrevocable undertaking to vote in favour of the Scheme at the Court Meeting,
and in favour of the Fulham Shore Resolutions to be proposed at the General
Meeting, from Mr Sami Wasif in respect of, in aggregate, 91,205,838 Fulham
Shore Shares representing approximately 14.4 per cent. of Fulham Shore's
issued share capital (and approximately 17.6 per cent of the Fulham Shore
Shares eligible to vote at the Court Meeting) as at the Latest Practicable
Date.

Bidco has also received  non-binding letters of intent from Canaccord Genuity
Asset Management and Unicorn Asset Management Ltd to vote in favour of the
Scheme at the Court Meeting and vote in favour of the Fulham Shore Resolutions
at the General Meeting.

Bidco has therefore received commitments from Nabil Mankarious and irrevocable
undertakings and letters of intent from the Independent Fulham Shore Directors
and certain other Fulham Shore Shareholders in respect of a total number of
367,026,149 Fulham Shore Shares representing, in aggregate, approximately 57.8
per cent. of Fulham Shore's issued share capital (and approximately 48.3 per
cent of the Fulham Shore Shares eligible to vote at the Court Meeting) as at
the Latest Practicable Date.

Further details of the irrevocable undertakings and letters of intent given to
Bidco (and the circumstances in which such arrangements will cease to be
binding or otherwise fall away) are set out in Appendix 3.

7.            Information on Bidco, TORIDOLL and Capdesia

Bidco is a newly-incorporated company, incorporated in England and Wales,
established on behalf of TORIDOLL for the purposes of the Acquisition. Bidco
is a wholly-owned subsidiary of TORIDOLL.

TORIDOLL is a global food company listed on the Tokyo Stock Exchange with
circa £1 billion consolidated net sales and a current market capitalisation
of approximately £1.5 billion. At the heart of TORIDOLL's strategy is
motivating customers to visit its stores by providing awe-inspiring dining
experiences. Founded in 1990 by Takaya Awata, the company aims to have over
5,500 stores worldwide with increasingly balanced growth across diverse group
brands both in Japan and overseas. Its current European brands include
Marugame Udon, Shoryu and Wok to Walk. Each time its brands have expanded
overseas, TORIDOLL has worked alongside regional partners, including Capdesia
in Europe.

TORIDOLL's diverse group of brands, local partners, and the global advisory
board that supports them function as a network spanning around the world to
achieve rapid business development. TORIDOLL is building systems and
structures to ensure that successful experiences and ideas from specific
regions and brands will be shared throughout the group.

Capdesia is a London-and-Brussels-based private equity firm that focuses
exclusively on the restaurant space by investing in emerging and scalable
brands in the UK and Europe. As part of its investment strategy, it also
facilitates the launch of international brands in the region. Aside from
providing creative capital solutions, Capdesia leverages the operational
expertise of its operating partners to the benefit of its portfolio companies
in support of expansion, including franchising and international.

In 2020, TORIDOLL and Capdesia entered into a joint venture to launch the
Marugame Udon brand across Europe. With 10 sites opened since launch in July
2021, and another 25 to follow in 2023-24, Marugame Udon is on target to
deliver on its ambitious European expansion plan.

TORIDOLL and restaurant sector specialist fund Capdesia have agreed to partner
again in relation to the Acquisition, with the intention to bring their unique
combination of industry expertise and resources to grow the Franco Manca and
The Real Greek brands across the UK and internationally. Following completion
of the Acquisition, the intention is that Capdesia will introduce its
investors to Bidco, alongside individual members of the Capdesia team, which
will see TORIDOLL's ownership reduce to no less than 51% of Bidco.

8.            Information on Fulham Shore

Fulham Shore was incorporated in March 2012 to take advantage of attractive
investment opportunities within the UK restaurant sector. The Fulham Shore
Directors have many years of collective experience in the restaurant sector,
which they use to identify and invest in businesses which, in the Fulham Shore
Directors' opinion, have attractive growth potential. Fulham Shore's
particular focus is on restaurant concepts where the average consumer spend is
between £10 and £20 per head. Fulham Shore's ordinary shares were admitted
to trading on AIM in October 2014 in order to capitalise on such
opportunities.

Fulham Shore currently owns two restaurant businesses trading under the Franco
Manca and The Real Greek brands which operate a combined 97 restaurants in the
UK and 2 internationally.

The Real Greek

The Real Greek was founded in London in 1999, to offer Greek and Eastern
Mediterranean cuisine from its restaurants in both eat-in and take-away
formats. Since foundation The Real Greek has grown to operate 27 restaurants
across the UK, primarily in London and Southern England but also with
restaurants in locations including: Manchester, Newcastle and Edinburgh.

The Real Greek's food centres on the healthy diet of the Eastern
Mediterranean, following the Greek ethos of food, family and friends. Dishes
are created using premium ingredients sourced from Greece and Cyprus whenever
possible, and developed by Tonia Buxton, the face of Greek food in the UK.

Franco Manca

Franco Manca is a sourdough Neapolitan pizza business which opened its first
restaurant in 2008 and has expanded to now operate 70 restaurants, primarily
in London, but also with restaurants across the UK in locations including:
Edinburgh, Glasgow, Manchester, Leeds, Cambridge, Bath, Oxford, Bristol and
Exeter, as well as commencing to franchise in Greece and Spain. Franco Manca's
restaurants offer both eat-in and take-away options for their customers.

Franco Manca's pizza is made from slow-rising sourdough and is baked in an
oven that produces high heat. The slow levitation and blast cooking process
lock in the flour's natural aroma and moisture, giving a soft and easily
digestible crust. Where possible, locally sourced and organic ingredients are
used.

In addition to Franco Manca's restaurant operations, Franco Manca has launched
its debut range of five premium Franco Manca Chef's Selection cook-at-home
pizzas. The range has been developed through a licensing partnership with a
fine Italian food business and is available to purchase in over 500
supermarkets across the UK.

Franco Manca has received the following accolades:

·      Winner of Peach 20/20's Consumer Choice Award at the 2021 Hero
& Icon Awards

·      Winner of the Casual Dining Best Family Dining Experience Award
2020

Recent Financial Performance

On 5 April 2023, Fulham Shore announced the following trading update for the
period to 26 March 2023 ("FY23"):

"During the second half of FY23, both our Franco Manca and The Real Greek
businesses delivered creditable underlying performances despite the impact of
industrial action, social disruption, and cost of living increases for our
customers. In addition, the hybrid partial working from home 'new normal'
continues to change the trading patterns in Fulham Shore's restaurants. In
general, transport hub and tourist locations are performing strongly while
restaurants near offices have not yet fully returned to pre-pandemic trading
levels.

The Group opened 18 new restaurants in FY23, including one relocation. During
this period there were two restaurant closures. These openings were primarily
funded through operational cashflow during the financial year.

New openings comprised of 13 Franco Manca pizzeria including sites in Cardiff,
Windsor and three in the Manchester area, as well as five new The Real Greek
restaurants including St James Quarter in Edinburgh and the Silverburn
shopping centre Glasgow. The new locations have all been well received, with
Cardiff and Edinburgh being especially busy since opening.

The trading momentum and absence of Covid closure periods compared to the last
two financial years as well as new store expansion has driven a significant
increase in revenue to circa £100m for FY23, which represents a new record
high for Fulham Shore.

As flagged at the half year, input costs rose throughout the year due to
inflation in cost of raw materials and utilities, however there are early
signs of inflation in these areas easing.

Franchising

In line with Fulham Shore's international strategy during the year we
franchised Franco Manca in Athens, Greece and after the year end, later this
week, Fulham Shore will open a franchised Franco Manca in Malaga, Spain, our
second international territory.

Retail

The launch in November 2022 of our range of five Franco Manca Cook at Home
pizzas in the UK's largest supermarket business has been well received with an
encouraging sales performance so far.

In addition, the Real Greek has entered a collaboration for its first retail
product, a herb and spice mix, which is due to be introduced into UK
supermarkets this summer.

Cash and bank facilities

The Company's net debt position before lease liabilities recognised under IFRS
16 as at 26 March 2023 was £0.7m. Fulham Shore has undrawn net bank
facilities of £14.9m. New openings have been and will continue to be financed
primarily by internally generated cash flow.

COVID-19 Business Interruption Insurance

As announced in the Company's half year report on 16 December 2022, Fulham
Shore continues to make progress in formulating a COVID 19 business
interruption insurance claim. Fulham Shore believes its policy wording is
similar to some recent successful outcomes for insured parties in our
industry. Whilst a successful claim may result in a material payout to Fulham
Shore, at this stage, there can be no certainty of any financially beneficial
outcome.

Current trading and outlook

We now trade from 27 The Real Greek restaurants and 70 Franco Manca pizzeria
throughout the UK.

Despite the slowing down of the Group's 2023/2024 opening programme to reflect
the current short-term uncertainties, Fulham Shore continues to seek desirable
sites at favourable rents and several locations are under negotiation.

The outlook for costs, be they utilities, raw ingredients or labour continues
to present challenges for all operators within the sector and Fulham Shore is
not immune. As with other operators, finding staff remains challenging.

Thanks to both our brands' affordable, value-for-money proposition, The Group
is well placed to offset these increased costs through increased menu pricing,
which, when they occur, will be implemented to cover costs rather than
increase margins.

As customer numbers and demand continues to recover the Group currently plans
to open around six new UK restaurants across both brands in the financial year
ending March 2024 and will review this opening programme in October 2023 at
the half year.

The popularity and affordability of Fulham Shore's two businesses combined
with clear growth opportunities in the UK and internationally, gives us
confidence in the Company's future."

9.            Retention Arrangements

Deferred consideration

Pursuant to the Retention Arrangements, Nabil Mankarious, a Fulham Shore
Director who holds 116,779,434 Fulham Shore Shares, has agreed to defer
receipt of the consideration payable by Bidco in respect of 50 per cent. of
his Fulham Shore Shares at the Acquisition Price, which will remain
outstanding under the terms of an interest-bearing loan note to be issued by
Bidco and guaranteed by TORIDOLL ("Deferment Note").

The Deferment Note to be issued to Nabil Mankarious will have a maturity date
of 18 months after completion of the Acquisition (unless Nabil Mankarious
departs before that date) and entitle Nabil Mankarious to receive interest at
a fixed rate until repaid in accordance with its terms.

Service agreement

Nabil Mankarious will continue to work under a similar service agreement as
currently in place, but being terminable on 3 months' notice by either party
(versus 12 months under his current contract), such notice to expire no
earlier than 12 months after completion of the Acquisition. Nabil Mankarious
would also benefit from a cash bonus of up to £200,000, payable 18 months
after completion of the Acquisition. The cash bonus shall be determined at the
discretion of Bidco's board and be subject to Nabil Mankarious' continuous
employment, regular involvement in and contribution to the company's
continuous success, as well as an effective transition to a strengthened
management team, as required.

Commitments from Nabil Mankarious

Nabil Mankarious who holds 116,779,434 Fulham Shore Shares has agreed to be
bound (or procure that his connected persons who are not entitled to vote on
the Scheme are bound) by the terms of the Scheme in respect of all of the
Fulham Shore Shares held by him. Nabil Mankarious is not permitted to vote at
the Court Meeting or on the resolution to approve the Retention Arrangements
that is to be proposed at the General Meeting and he has therefore also
committed not to vote on these matters.

Nabil Mankarious has irrevocably undertaken in respect of 116,779,434 Fulham
Shore Shares (being his entire beneficial holding of Fulham Shore Shares) to
vote in favour of the special resolution to approve all actions necessary for
carrying the Scheme into effect and the adoption of the Amended Fulham Shore
Articles to be proposed at the General Meeting (which they are permitted to
vote on). He has also irrevocably undertaken in respect of 58,389,717 Fulham
Shore Shares (being all of the Fulham Shore Shares held by him other than
those Fulham Shore Shares which are subject to the Retention Arrangements)
that in the event the Acquisition is effected by way of a Takeover Offer, he
will assent such Fulham Shore Shares to such Takeover Offer in accordance with
the procedure set out in the relevant offer document containing such Takeover
Offer.

Approval of the Retention Arrangements

Independent Fulham Shore Shareholders will be asked at the General Meeting to
approve the Retention Arrangements described in this paragraph 9 by voting on
the relevant resolution. Pursuant to Rule 16.2 of the Takeover Code, neither
Nabil Mankarious nor his connected persons nor any person holding Fulham Shore
Shares on his behalf and/or any of their connected persons will be entitled to
vote on such resolution and voting on this resolution will be by way of a
poll.

The Independent Fulham Shore Directors intend to unanimously recommend that
the Independent Fulham Shore Shareholders vote in favour of the resolution to
approve the Retention Arrangements described in this paragraph 9.

For the purposes of Rule 16.2 of the Takeover Code, Singer Capital Markets and
Rothschild & Co have confirmed that, in their opinion, the terms of the
Retention Arrangements are fair and reasonable.  In providing their opinion,
Singer Capital Markets and Rothschild & Co have taken into account the
commercial assessments of the Independent Fulham Shore Directors.

The Acquisition will be conditional, amongst other things, on the Independent
Fulham Shore Shareholders approving the Retention Arrangements by an ordinary
resolution to be taken on a poll at the General Meeting as described above.

Other than the Retention Arrangements described in this paragraph 9 and the
irrevocable undertakings entered into by the directors of Fulham Shore
referred to in paragraph 6 of this Announcement, or as otherwise described in
this Announcement, there are no arrangements or understandings between Bidco
and/or any person acting in concert with Bidco and the management or directors
of Fulham Shore having any connection with or dependence upon the Acquisition.

10.          Intentions for Fulham Shore

Future business of Fulham Shore

Fulham Shore has successfully delivered on its strategy of acquiring and
building high-growth restaurant businesses. Bidco believes that in order to
maximise its future potential, Fulham Shore will benefit from being able to
execute its strategy with appropriate support and capital from Bidco, TORIDOLL
and Capdesia, which have significant operational experience, industry
expertise and resources with which to assist the Fulham Shore management team.

Following completion of the Acquisition, Bidco intends to carry out a detailed
review of Fulham Shore's business and operations to identify any areas where
operational improvements may be realised in order to achieve the anticipated
benefits of the Acquisition, including, but not limited to, store
refurbishments, employee training and development, new product development and
menu mix, store labour optimisation, digital marketing and loyalty programmes,
and the introduction of industry best-practices with regard to systems and
processes.

Bidco currently expects the detailed review to be substantially complete
within 2-3 months.

Employees and management

Bidco attaches great importance to the skills, knowledge and expertise of
Fulham Shore management and employees, and expects that they will continue to
be key to the success of Fulham Shore. Bidco does not intend to make
significant changes to the balance of skills and functions of the management
team nor employees of Fulham Shore. Bidco intends that, following completion
of the Acquisition, the existing contractual and statutory employment rights
of Fulham Shore management and employees will be fully safeguarded in
accordance with contractual and statutory requirements.

Bidco intends that, following completion of the Acquisition, the executive
directors within the management team of Fulham Shore (excluding Nick
Donaldson) will enter into new service agreements, with base salaries
remaining unchanged. Under the amendments, it is envisaged that each of the
executive directors within the management team of Fulham Shore will agree
certain changes to the terms of their current employment, including amendment
to notice periods and, in respect to Nabil Mankarious, to incorporate the
Retention Arrangements, as appropriate.

Under the Retention Arrangements, Nabil Mankarious would stay with the Fulham
Shore business following the Acquisition, but with flexibility to leave the
business and to receive interest payments with respect to the Deferment Note
to be issued by Bidco (as set out further in paragraph 9 of this
announcement).

Following completion of the Acquisition, Bidco also intends to put in place a
management equity plan to incentivise a broader group of management to drive
future performance and value creation. There have been no detailed discussions
in relation to the plan, which would follow a structure customary for a
private equity-backed business.

The non‐executive directors of Fulham Shore, being Martin Chapman and Des
Gunewardena, and Nick Donaldson, have agreed to resign from their positions as
Fulham Shore Directors with effect from completion of the Acquisition.

Headquarters, places of business and fixed assets

Bidco does not intend to make any changes in location of Fulham Shore's
headquarters, the function of the headquarters, other operations and places of
business.

Bidco does not envisage any other material changes with regard to the
redeployment of Fulham Shore's existing fixed asset base. Owing to the nature
of its business, Fulham Shore has no research and development function.

 

 

Pension scheme

Bidco does not intend to make any changes to existing pension arrangements,
including any employer contributions made by Fulham Shore into personal or
other pension schemes. Fulham Shore does not participate in any defined
benefit pension scheme.

Existing trading facilities of Fulham Shore

Fulham Shore Shares are currently admitted to trading on the AIM market
operated by the London Stock Exchange. As set out in paragraph 15 below,
before the Effective Date, an application will be made to the London Stock
Exchange for the cancellation of the admission to trading of Fulham Shore
Shares on AIM and to de‐list Fulham Shore from AIM, to take effect on the
Business Day following the Effective Date. Trading in Fulham Shore Shares is
expected to end at the close of business on the Business Day before the
Effective Date, assuming that the Scheme has been approved at Court and by
Fulham Shore Shareholders.

As soon as practicable after the effective date, it is intended that Fulham
Shore will be re-registered as a private limited company under the relevant
provisions of the Companies Act.

No statements in this paragraph 10 are "post‐offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.

11.          Fulham Shore Share Plans

The Acquisition will affect participants in the Fulham Shore Share Plans.  In
summary, Bidco and the Company have agreed that Bidco will make appropriate
proposals to the holders of options and awards under the Fulham Shore Share
Plans in accordance with Rule 15 of the Takeover Code. Further details of
these proposals will be included in the Scheme Document and communicated to
participants in the Fulham Shore Share Plans in due course.

Options and awards which vest and are exercised prior to the Scheme Record
Time will be satisfied by the allotment and issue, or transfer, of Fulham
Shore Shares prior to the Scheme Record Time and those Fulham Shore Shares
will be subject to the Scheme.

Under the proposed amendment to the Fulham Shore Articles described in
paragraph 14 (Structure of the Acquisition), any Fulham Shore Shares issued
after the Scheme Record Time in relation to the exercise of options and awards
under the Fulham Shore Share Plans would be automatically transferred to Bidco
on the same terms as the Acquisition (other than terms as to timings and
formalities).

Participants in the Fulham Shore Share Plans will be contacted regarding the
effect of the Acquisition on their options and awards under the Fulham Shore
Share Plans and an appropriate proposal will be made to such participants in
due course.

12.          Financing

The cash consideration payable by Bidco to Fulham Shore Shareholders pursuant
to the Acquisition will be financed by equity financing to be provided by
TORIDOLL and backed by a Sterling-denominated bank guarantee provided by MUFG
Bank.

Peel Hunt in its capacity as financial adviser to Bidco, is satisfied that
sufficient resources are available to Bidco to enable it to satisfy in full
the cash consideration payable under the terms of the Scheme.

 

13.          Offer-related arrangements

Pursuant to the Confidentiality Agreements, Bidco, Capdesia and TORIDOLL have
respectively undertaken to keep confidential, and to procure that certain of
its representatives keep confidential, information relating to Fulham Shore
and/or to the Acquisition, to use such information solely for the agreed
purposes in relation to the Acquisition and not to disclose it to third
parties (other than to permitted disclosees) unless required by law or
regulation.

In addition, pursuant to the Confidentiality Agreements, Bidco, Capdesia and
TORIDOLL have also agreed to customary standstill arrangements which fall away
immediately following the making of this Announcement. If the Acquisition does
not complete, the confidentiality obligations shall remain in force for a
period of 12 months from the date of the Confidentiality Agreement.

14.          Structure of the Acquisition

It is intended that the Acquisition will be implemented by means of a
Court-approved scheme of arrangement between Fulham Shore and Fulham Shore
Shareholders under Part 26 of the Companies Act 2006. Bidco reserves the right
to elect to implement the Acquisition by way of a Takeover Offer (with the
consent of the Panel).

The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued and to be issued share capital of Fulham Shore. This is to be
achieved by the transfer of the Fulham Shore Shares to Bidco, in consideration
for which the Fulham Shore Shareholders will receive the cash consideration on
the basis set out in paragraph 2 of this Announcement.  The cash
consideration payable to each Fulham Shore Shareholder under the terms of the
Acquisition will be rounded down to the nearest penny.

The Acquisition will be put to Fulham Shore Shareholders at the Court Meeting
and at the General Meeting. In order to become Effective, the Scheme must be
approved by a majority in number of the Independent Fulham Shore Shareholders
voting (and entitled to vote) at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme Shares voted
by such Independent Fulham Shore Shareholders. In addition, at the General
Meeting to implement the Scheme: (i) a special resolution to approve all
actions necessary for carrying the Scheme into effect and the adoption of the
Amended Fulham Shore Articles must be passed by Fulham Shore Shareholders
representing at least 75 per cent. of the votes cast on that resolution; and
(ii) an ordinary resolution to approve the Retention Arrangements must be
passed (on a poll) by Independent Fulham Shore Shareholders representing a
simple majority of the votes cast on that resolution. The General Meeting will
be held immediately after the Court Meeting.

The Scheme will also be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and to be set out in the Scheme Document.

Once the necessary approvals from Fulham Shore Shareholders have been obtained
and the other Conditions have been satisfied or (where applicable) waived, the
Scheme must be sanctioned by the Court (with or without modification but with
any such modification being acceptable to Fulham Shore and Bidco). The Scheme
will only become Effective upon delivery of the Court Order to the Registrar
of Companies. Upon the Scheme becoming Effective, it will be binding on all
Fulham Shore Shareholders, irrespective of whether or not they attended or
voted at the Court Meeting or the General Meeting (and if they attended and
voted, whether or not they voted in favour of the resolutions proposed at such
meetings).

The Acquisition will lapse if:

·        the Court Meeting and the General Meeting are not held by the
22nd day after the expected date of such meetings as set out in the Scheme
Document (or such later date as may be agreed between Bidco and Fulham Shore);

·       the Court Hearing is not held by the 22nd day after the expected
date of such hearing as set out in the Scheme Document (or such later date as
may be agreed between Bidco and Fulham Shore); or

·        the Scheme does not become Effective by the Long Stop Date (or
such later date as may be agreed between Bidco and Fulham Shore, with the
consent of the Court or the Panel, if required).

Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which, together with
the Forms of Proxy, is expected to be dispatched to Fulham Shore Shareholders
as soon as practicable and, in any event, within 28 days of this Announcement.
It is expected that the Court Meeting and the General Meeting will be held in
May 2023 and that, subject to the satisfaction of the Conditions and the
further terms set out in Appendix 1 to this Announcement, the Scheme is
expected to become Effective by the end of May 2023.

15.          De-listing and re-registration

It is expected that dealings in Fulham Shore Shares will be suspended at 7.30
a.m. London time on the Effective Date. Before the Scheme becomes Effective
and in accordance with the AIM Rules it is intended that an application will
be made to the London Stock Exchange for admission of the Fulham Shore Shares
to trading on AIM to be cancelled on the Business Day following the Effective
Date. The last day of dealings in, and for registration of transfers of,
Fulham Shore Shares is therefore expected to be the Business Day before the
Effective Date. No dealings in Fulham Shore Shares will be registered after
this date.

On the Effective Date, share certificates in respect of Fulham Shore Shares
will cease to be valid and should, if so requested by Fulham Shore, be sent to
Fulham Shore for cancellation. On the Effective Date, entitlements to Fulham
Shore Shares held within the CREST system will be cancelled.

It is also intended that, following the Scheme becoming Effective and the
de-listing of Fulham Shore Shares from AIM, Fulham Shore will be re-registered
as a private company under the relevant provisions of the Companies Act 2006.

16.          Disclosure of Interests in Fulham Shore

As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraphs 6 and 9 of this
Announcement and the Retention Arrangements, neither Bidco, nor any of its
directors, nor, so far as Bidco is aware, any person acting in concert (within
the meaning of the Takeover Code) with it for the purposes of the Acquisition
had:

(i)            any interest in or right to subscribe for any
relevant securities of Fulham Shore;

(ii)           any short positions in respect of relevant securities
of Fulham Shore (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery;

(iii)        borrowed or lent any relevant securities of Fulham Shore
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code); or

(iv)        entered into any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Takeover Code.

"interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.

"relevant securities of Fulham Shore " are Fulham Shore Shares or securities
convertible or exchangeable into Fulham Shore Shares.

In the interests of secrecy prior to this Announcement, it has not been
practicable for Bidco to make enquiries of all of its concert parties in
advance of the release of this Announcement. Therefore, if Bidco becomes
aware, following the making of such enquiries, that any of its concert parties
have any such interests in relevant securities of Fulham Shore, all relevant
details in respect of Bidco's concert parties will be included in Bidco's
Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on
Rule 8 of the Takeover Code which must, unless there are no such interests of
which Bidco is aware, be made on or before 12 noon (London time) on the 10th
Business Day following the date of this Announcement.

17.          Overseas Shareholders

The availability of the Acquisition and the distribution of this Announcement
to Fulham Shore Shareholders who are not resident in the United Kingdom may be
affected by the laws and/or regulations of the relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Fulham Shore Shareholders who
are in any doubt regarding such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale for any securities or
an offer or an invitation to purchase any securities. Fulham Shore
Shareholders are advised to read carefully all of the Scheme Document and
related forms of proxy once these have been dispatched.

 

18.          General

The Acquisition will be made subject to the Conditions and further terms set
out in Appendix 1 to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix 2 to this Announcement. A summary
of the irrevocable undertakings and the letters of intent given in relation to
the Acquisition is contained in Appendix 3 to this Announcement. Certain
terms used in this Announcement are defined in Appendix 4 to this
Announcement.

Bidco reserves the right, subject to the prior consent of the Panel, to elect
to implement the Acquisition by way of a Takeover Offer for the entire issued
and to be issued share capital of Fulham Shore not already held by Bidco, as
an alternative to the Scheme. In such an event, such offer will be implemented
on the same terms (subject to appropriate amendments as described in Part B of
Appendix 1), so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of a Takeover Offer and such offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to make a request to the London Stock
Exchange to cancel trading in Fulham Shore Shares on its market for listed
securities and exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Fulham
Shore Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase Fulham Shore Shares
otherwise than under any Takeover Offer or scheme of arrangement relating to
the Acquisition, such as in open market or privately negotiated purchases.

The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the Takeover Code, the Panel, the AIM Rules,
the London Stock Exchange and the FCA.

Peel Hunt has given and not withdrawn its consent to the publication of this
Announcement with the inclusion herein of the references to its name in the
form and context in which it appears.

Singer Capital Markets and Rothschild & Co have given and not withdrawn
their consent to the publication of this Announcement with the inclusion
herein of the references to their name in the form and context in which it
appears.

19.          Documents available on website

Copies of the following documents will be made available 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 noon London time
on the Business Day following this Announcement until the end of the
Acquisition:

·           a copy of this Announcement;

·           the irrevocable undertakings and letters of intent
referred to in paragraphs 6 and 9 above and summarised in Appendix 3 to this
Announcement;

·           the written consents of Peel Hunt, Singer Capital
Markets and Rothschild & Co; and

·           the Confidentiality Agreements referred to in paragraph
13 above.

Copies of the documents relating to the Retention Arrangements (as well as the
other documents required to be made available under Rule 26.3 of the Takeover
Code) will be made available, 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/ from the time the Scheme Document is
published until the end of the Acquisition

Enquiries:

 Peel Hunt LLP (Financial Adviser to Bidco, TORIDOLL and Capdesia)               Tel: +44 (0) 20 7418 8900
 Michael Nicholson

 George Sellar

 Rebecca Bankhead
 Fulham Shore                                                                    Tel: +44 (0) 20 3026 8129
 David Page

 Nick Wong
 Singer Capital Markets (Rule 3 adviser, Nominated Adviser and Broker to Fulham  Tel: +44 (0) 207 496 3000
 Shore)
 Shaun Dobson

 James Moat

 Asha Chotai
 Rothschild & Co (Rule 3 adviser to Fulham Shore)                                Tel: +44 (0) 207 280 5000
 Edward Duckett

 Simon Cope-Thompson

 Jamie Hutton
 Hudson Sandler - Financial PR to Fulham Shore                                   Tel: +44 (0) 207 796 4133
 Alex Brennan

Important notices

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.

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 and nominated adviser to Fulham Shore and no-one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than Fulham Shore for providing the protections
afforded to clients of Singer Capital Markets nor for providing advice in
connection with the matters referred to herein. Neither Singer Capital Markets
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 Singer
Capital Markets in connection with this Announcement, any statement contained
herein, the Acquisition or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively as financial adviser to Fulham Shore and no one else in connection
with the Acquisition or any matters referred to in in this Announcement. In
connection with such matters, Rothschild & Co, its affiliates and its or
their respective directors, officers, employees and agents will not regard any
other person as their client, nor will they be responsible to anyone other
than Fulham Shore for providing the protections afforded to their clients or
for providing advice in relation to the Acquisition, the contents of this
Announcement or any other matter referred to in this Announcement or owe or
accept any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person other than Fulham Shore in connection with the matters referred to in
this Announcement, or otherwise.

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if applicable, the offer document containing any Takeover
Offer) and the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the resolutions proposed in connection with the Acquisition. Any approval,
decision 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
applicable, the offer document containing any Takeover Offer).

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, the Takeover Code and the AIM Rules and 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 the
United Kingdom. Nothing in this Announcement should be relied on for any other
purpose.

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.

Fulham Shore and Bidco urge Fulham Shore Shareholders to read the Scheme
Document when it becomes available because it will contain important
information relating to the Acquisition.

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
available, 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
is proposed to be effected by means of a scheme of arrangement under the laws
of England and Wales. 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 (http://www.londonstockexchange.com) .

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco, TORIDOLL Group or Fulham Shore contain
statements about Bidco, TORIDOLL Group and/or Fulham Shore that are or may be
deemed to be forward-looking statements. All statements other than statements
of historical facts included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "hopes" "projects",
"continue", "schedule" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
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,
TORIDOLL Group's or Fulham Shore's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government regulation
on Bidco's, TORIDOLL Group's or Fulham Shore's business.

These forward-looking statements are not guarantees of future performance. By
their nature, such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results and are
based on certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the entities' ability to control or estimate precisely. These factors
include, but are not limited to, the satisfaction of the conditions to the
Acquisition, as well as additional factors, such as changes in political and
economic conditions, changes in the level of capital investment, retention of
key employees, changes in customer habits, success of business and operating
initiatives and restructuring objectives, impact of any acquisitions or
similar transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, the outcome of any
litigation. For a discussion of important factors which could cause actual
results to differ from forward-looking statements in relation to the Fulham
Shore Group, refer to the annual report for Fulham Shore for the financial
year ended 27 March 2022. Neither Bidco, TORIDOLL Group or Fulham Shore, nor
any of their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
Announcement will actually occur. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking statements,
which speak only as of the date of this Announcement. All subsequent oral or
written forward-looking statements attributable to Bidco, TORIDOLL Group or
Fulham Shore or any of their respective members, directors, officers or
employees or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. Bidco, TORIDOLL Group and
Fulham Shore disclaim any obligation to update any forward-looking or other
statements contained in this Announcement, except as required by applicable
law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share for Fulham Shore for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Fulham Shore.

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.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, to implement
the Acquisition by way of a Takeover Offer for the entire issued and to be
issued share capital of Fulham Shore as an alternative to the Scheme. In such
an event, the Takeover Offer will be implemented on the same terms or, if
Bidco so decides, on such other terms being no less favourable (subject to
appropriate amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in Part B of Appendix 1
to this Announcement.

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.

For the avoidance of doubt, the contents of this website and any websites
accessible from hyperlinks on this website are not incorporated into and do
not form part of this Announcement.

In accordance with Rule 30.3 of the Takeover Code, Fulham Shore Shareholders,
persons with information rights and participants in Fulham Shore Share Plans
may request a hard copy of this announcement by contacting Fulham Shore's
registrars, Computershare Investor Services, in writing at The Registrar,
Computershare Investor Services PLC, The Pavillons, Bridgwater Road, Bristol,
BS99 6ZZ, United Kingdom or by calling 0370 703 6004 or from overseas +44
(0)370 703 6004. Calls are charged at the standard geographical rate and will
vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 8.30 a.m. to 5.30 p.m.
(London time), Monday to Friday (except public holidays in England and Wales).
Please note that Computershare Limited cannot provide any financial, legal or
tax advice.  Calls may be recorded and monitored for security and training
purposes. For persons who receive a copy of this announcement in electronic
form or via a website notification, a hard copy of this announcement will not
be sent unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

Information relating to Fulham Shore Shareholders

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

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. A person may also request that all future
documents, announcements and information in relation to the Acquisition are
sent to them in hard copy form. Hard copies of such documents, announcements
(including this Announcement), and information will not be sent unless
requested.

A hard copy of this Announcement may be requested by contacting Computershare
Investor Services on 0370 703 6004. If you are outside the United Kingdom,
please call +44 (0)370 703 6004. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines are open between 8.30 am -
5.30 pm, Monday to Friday excluding public holidays in England and Wales.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9

For the purposes of Rule 2.9 of the Takeover Code, Fulham Shore confirms that,
as at the Latest Practicable Date, it had in issue 634,870,577 ordinary shares
of £0.01 each. The International Securities Identification Number ("ISIN")
number of the ordinary shares is GB00B9F8VG44. No Fulham Shore shares are held
in treasury.

Appendix 1

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION

Long Stop Date

1.            The Acquisition will be conditional upon the Scheme
becoming unconditional and being Effective, subject to the Takeover Code, by
no later than 11:59 p.m. on the Long Stop Date or such later date (if any) as
Bidco and Fulham Shore may, with the consent of the Panel, agree and (if
required) the Court may allow.

Scheme approval

2.            The Scheme will be conditional upon:

(a)          (i)            its approval by a majority in
number of the Independent Fulham Shore Shareholders who are on the register of
members of Fulham Shore at the Scheme Voting Record Time and who are present
and vote, whether in person or by proxy, at the Court Meeting and at any
separate class meeting which may be required by the Court (or at any
adjournment of that meeting) and who represent at least 75 per cent. in value
of the Scheme Shares voted by those Independent Fulham Shore Shareholders; and

(ii)           such Court Meeting being held on or before the 22nd
day after the expected date of such meeting to be set out in the Scheme
Document in due course (or such later date (if any) as may be agreed by Bidco
and Fulham Shore and the Court may allow).

(b)          the resolution required to approve actions necessary to
implement the Scheme and adopt the Amended Fulham Shore Articles being duly
passed by the requisite majority of Fulham Shore Shareholders at the General
Meeting (or at any adjournment thereof) and such General Meeting being held on
or before the 22nd day after the expected date of such meeting as set out in
the Scheme Document (or such later date (if any) as may be agreed by Bidco and
Fulham Shore and the Court may allow).

(c)          (i)            the sanction of the Scheme by
the Court (with or without modification but subject to any modification being
on terms acceptable to Fulham Shore and Bidco) and the delivery of a copy of
the Court Order to the Registrar of Companies; and

(ii)           the Court Hearing being held on or before the 22nd
day after the expected date of such hearing to be set out in the Scheme
Document in due course (or such later date (if any) as may be agreed by Bidco
and Fulham Shore and the Court may allow).

(d)          the resolution required to approve the Retention
Arrangements having been duly passed at the General Meeting pursuant to Rule
16.2 of the Takeover Code.

In addition, subject as stated in Part B below, and to the requirements of the
Panel, the Acquisition will be conditional upon the following Conditions and,
accordingly, the Court Order will not be delivered to the Registrar of
Companies unless such Conditions (as amended if appropriate) have been
satisfied or, where relevant, waived:

CMA

3.            the UK Competition and Markets Authority (the "CMA")
either:

(i)         as at the date on which all other Conditions (with the
exception of the Conditions set out in paragraphs 1 and 2(c) in Part A of this
Appendix 1) are satisfied or waived, having responded to a briefing paper in
writing that it has no further questions in relation to the Acquisition, and
not having (A) opened an investigation into the Acquisition or (B) indicated
that it will open an investigation into the Acquisition (including, for the
avoidance of doubt, by providing the parties with the option of submitting a
merger notice, sending the parties an enquiry letter or engaging in
pre-notification discussions with the parties (in each case in relation to the
Acquisition)); or

(ii)         where the CMA opens an investigation into the
Acquisition, confirming that the Acquisition will not be subject to a
reference under section 33 of the Enterprise Act 2002;

Notifications, waiting periods and Authorisations

4.            all material notifications, filings or applications
which are necessary or reasonably considered appropriate or necessary by Bidco
having been made in connection with the Acquisition and all necessary waiting
periods (including any extensions thereof) under any applicable legislation or
regulation of any relevant jurisdiction reasonably deemed necessary having
expired, lapsed or been terminated (as appropriate) and all necessary
statutory and regulatory authorisations and consents in any relevant
jurisdiction having been complied with in each case in respect of the
Acquisition and its implementation and all Authorisations reasonably deemed
necessary or appropriate for or in respect of the Acquisition and, except
pursuant to Chapter 3 of Part 28 of the Companies Act 2006, the acquisition of
any shares or other securities in, or control or management of, Fulham Shore
or any other member of the Wider Fulham Shore Group by any member of the Wider
TORIDOLL Group having been obtained in terms and in a form reasonably
satisfactory to Bidco from all appropriate Third Parties or (without prejudice
to the generality of the foregoing) from any person or bodies with whom any
member of the Wider Fulham Shore Group or the Wider TORIDOLL Group has entered
into existing contractual arrangements and all such Authorisations that are
necessary to carry on the business of any member of the Wider Fulham Shore
Group in any relevant jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at which the
Acquisition becomes otherwise wholly unconditional and there being no notice
or intimation of an intention to revoke, suspend, restrict, modify or not to
renew such Authorisations;

General regulatory

5.            no antitrust regulator or Third Party having given
notice of a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each case, not
having withdrawn the same), or having required any action to be taken or
otherwise having done anything, or having enacted, made or proposed any
statute, regulation, decision, order or change to published practice (and in
each case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would or might
reasonably be expected to, in any case to an extent or in a manner which is or
would be material in the context of the Wider Fulham Shore Group taken as a
whole or in the context of the Acquisition:

(a)          require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider TORIDOLL Group or by any member of the Wider Fulham Shore Group of all
or any material part of their respective businesses, assets or properties or
impose any material limitation on the ability of all or any of them to conduct
their respective businesses (or any part thereof) or to own, control or manage
any of their assets or properties (or any part thereof);

(b)          except pursuant to Chapter 3 of Part 28 of the Companies
Act 2006, require any member of the Wider TORIDOLL Group or the Wider Fulham
Shore Group to acquire or offer to acquire any shares, other securities (or
the equivalent) or interest in any member of the Wider Fulham Shore Group or
any asset owned by any Third Party (other than in the implementation of the
Acquisition);

(c)          impose any material limitation on, or result in a delay
in, the ability of any member of the Wider TORIDOLL Group directly or
indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Fulham Shore or on the
ability of any member of the Wider Fulham Shore Group or any member of the
Wider TORIDOLL Group directly or indirectly to hold or exercise effectively
all or any rights of ownership in respect of shares or other securities (or
the equivalent) in, or to exercise voting or management control over, any
member of the Wider Fulham Shore Group;

(d)          otherwise materially adversely affect any or all of the
business, assets, profits or prospects of any member of the Wider Fulham Shore
Group or any member of the Wider TORIDOLL Group;

(e)          result in any member of the Wider Fulham Shore Group or
any member of the Wider TORIDOLL Group ceasing to be able to carry on business
under any name under which it presently carries on business;

(f)           make the Acquisition, its implementation or the
acquisition of any shares or other securities in, or control or management of,
Fulham Shore by any member of the Wider TORIDOLL Group void, unenforceable
and/or illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly prevent or prohibit, restrict, restrain, or delay or
otherwise materially interfere with the implementation of, or impose
additional materially adverse conditions or obligations with respect to, or
otherwise challenge, impede, interfere or require material amendment of the
Acquisition or the acquisition of any shares or other securities in, or
control or management of, Fulham Shore by any member of the Wider TORIDOLL
Group;

(g)          require, prevent or materially delay a divestiture by
any member of the Wider TORIDOLL Group of any shares or other securities (or
the equivalent) in any member of the Wider Fulham Shore Group or any member of
the Wider TORIDOLL Group; or

(h)          impose any limitation on the ability of any member of
the Wider TORIDOLL Group or any member of the Wider Fulham Shore Group to
conduct, integrate or co-ordinate all or any part of its business with all or
any part of the business of any other member of the Wider TORIDOLL Group
and/or the Wider Fulham Shore Group,

and all applicable waiting and other time periods (including any extensions
thereof) during which any such antitrust regulator or Third Party could decide
to take, institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any relevant jurisdiction in respect of the Acquisition or the acquisition of
any Fulham Shore Shares or otherwise intervene having expired, lapsed or been
terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

6.            except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, permit or other instrument to which
any member of the Wider Fulham Shore Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or subject to or
any event or circumstance which, as a consequence of the Acquisition or the
proposed acquisition by any member of the Wider TORIDOLL Group of any shares
or other securities (or the equivalent) in Fulham Shore or because of a change
in the control or management of any member of the Wider Fulham Shore Group or
otherwise, would or might reasonably be expect to result in, in each case to
an extent which is material in the context of the Wider Fulham Shore Group as
a whole:

(a)          any monies borrowed by, or any other indebtedness,
actual or contingent, of, or any grant available to, any member of the Wider
Fulham Shore Group being or becoming repayable, or capable of being declared
repayable, immediately or before its or their stated maturity date or
repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;

(b)          save in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any member of the Wider
Fulham Shore Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen) being enforced or becoming
enforceable;

(c)          any such arrangement, agreement, lease, licence, permit
or other instrument being terminated or becoming capable of being terminated
or adversely modified or the rights, liabilities, obligations or interests of
any member of the Wider Fulham Shore Group being adversely modified or
adversely affected or any obligation or liability arising or any adverse
action being taken or arising thereunder;

(d)          any liability of any member of the Wider Fulham Shore
Group to make any severance, termination, bonus or other payment to any of its
directors, or other officers;

(e)          the rights, liabilities, obligations, interests or
business of any member of the Wider Fulham Shore Group or any member of the
Wider TORIDOLL Group under any such arrangement, agreement, licence, permit,
lease or instrument or the interests or business of any member of the Wider
Fulham Shore Group or any member of the Wider TORIDOLL Group in or with any
other person or body or firm or company (or any arrangement or arrangement
relating to any such interests or business) being or becoming capable of being
terminated, or adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;

(f)           any member of the Wider Fulham Shore Group ceasing to
be able to carry on business under any name under which it presently carries
on business;

(g)          the value of, or the financial or trading position or
prospects of, any member of the Wider Fulham Shore Group being prejudiced or
adversely affected; or

(h)          the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Fulham Shore Group other than trade
creditors or other liabilities incurred in the ordinary course of business or
in connection with the Acquisition,

and, except as Disclosed, no event having occurred which, under any provision
of any arrangement, agreement, licence, permit, lease or other instrument to
which any member of the Wider Fulham Shore Group is a party or by or to which
any such member or any of its assets are bound, entitled or subject, would or
might result in any of the events or circumstances as are referred to in
Conditions 5(a) to (h) and which would have a material effect on the Wider
Fulham Shore Group as a whole.

Certain events occurring since 27 March 2022

7.            Except as Disclosed and pursuant to the Acquisition,
no member of the Wider Fulham Shore Group having since 27 March 2022,

(a)          save for the grant or exercise of options or awards
under the Fulham Shore Share Plans, issued or agreed to issue or authorised or
proposed or announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities convertible into,
or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares, securities or convertible securities or transferred
or sold or agreed to transfer or sell or authorised or proposed the transfer
or sale of Fulham Shore Shares out of treasury (except, where relevant, as
between Fulham Shore and wholly-owned subsidiaries of Fulham Shore or between
the wholly-owned subsidiaries of Fulham Shore and except for the issue or
transfer out of treasury of Fulham Shore Shares on the exercise of options or
vesting of employee share options in the ordinary course under the Fulham
Shore Share Plans);

(b)          recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or other
distributions whether payable in cash or otherwise) lawfully paid or made by
any wholly-owned subsidiary of Fulham Shore to Fulham Shore or any of its
wholly-owned subsidiaries;

(c)          other than pursuant to the Acquisition (and except for
transactions between Fulham Shore and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of Fulham Shore and transactions in the ordinary
course of business) implemented, effected, authorised or proposed or announced
its intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or offer or disposal of
assets or shares or loan capital (or the equivalent thereof);

(d)          except for transactions between Fulham Shore and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of Fulham
Shore and except for transactions in the ordinary course of business disposed
of, or transferred, mortgaged or created any security interest over any
material asset or any right, title or interest in any asset or authorised,
proposed or announced any intention to do so, in any such case to an extent
which is material in the context of the Wider Fulham Shore Group taken as a
whole;

(e)          (except for transactions between Fulham Shore and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of Fulham
Shore) issued, authorised or proposed or announced an intention to authorise
or propose, the issue of or made any change in or to the terms of any
debentures or become subject to any contingent liability or incurred or
increased any indebtedness, which is material in the context of the Wider
Fulham Shore Group taken as a whole or is material in the context of the
Acquisition;

(f)           entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or onerous nature
or magnitude, or which is or which involves or could involve an obligation of
a nature or magnitude which is or could reasonably be expected to be
restrictive on the business of any member of the Wider Fulham Shore Group
which, taken together with any other such transaction, arrangement, agreement,
contract or commitment, is material in the context of the Wider Fulham Shore
Group taken as a whole;

(g)          entered into or materially varied the terms of, or made
any offer (which remains open for acceptance) to enter into or vary the terms
of any contract, service agreement, commitment or arrangement with any
director or, except for salary increases, bonuses or variations of terms in
the ordinary course, senior executive of any member of the Wider Fulham Shore
Group;

(h)          save for the grant of options or awards under the Fulham
Shore Share Plans, proposed agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit constituting a material
change relating to the employment or termination of employment of a material
person employed by the Wider Fulham Shore Group;

(i)           purchased, redeemed or repaid or announced any
proposal to purchase, redeem or repay any of its own shares or other
securities or reduced or, except in respect of the matters mentioned in
sub-paragraph (a) above, made any other change to any part of its share
capital;

(j)           except in the ordinary course of business, waived,
compromised or settled any claim which is material in the context of the Wider
Fulham Shore Group as a whole;

(k)          terminated or varied the terms of any agreement or
arrangement between any member of the Wider Fulham Shore Group and any other
person in a manner which would or might reasonably be expected to have a
material adverse effect on the financial position of the Wider Fulham Shore
Group taken as a whole;

(l)           made any material alteration to its memorandum or
articles of association or other incorporation documents (in each case, other
than in connection with the Scheme);

(m)         except in relation to changes made or agreed as a result
of, or arising from, changes to legislation, made or agreed or consented to
any material change to:

(i)           the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Fulham Shore Group
for its directors, employees or their dependants;

(ii)           the contributions payable to any such scheme(s) or to
the benefits which accrue, or to the pensions which are payable, thereunder;

(iii)       the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or

(iv)          the basis upon which the liabilities (including
pensions) of such pension schemes are funded, valued, made, agreed or
consented to;

(n)          been unable, or admitted in writing that it is unable,
to pay its debts or commenced negotiations with one or more of its creditors
with a view to rescheduling or restructuring any of its indebtedness, or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business which is material in the context of the Wider
Fulham Shore Group taken as a whole;

(o)          (other than in respect of a member which is dormant and
was solvent at the relevant time or any intra-Fulham Shore Group transactions)
taken or proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension of payments,
a moratorium of any indebtedness, its winding-up (voluntary or otherwise),
dissolution, reorganisation or for the appointment of a receiver,
administrator, manager, administrative receiver, trustee or similar officer of
all or any of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed, in each case which is material
in the context of the Wider Fulham Shore Group taken as a whole;

(p)          (except for transactions between Fulham Shore and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries), made,
authorised, proposed or announced an intention to propose any change in its
loan capital;

(q)          entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership or merger
of business or corporate entities; or

(r)           entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
Condition 6 which is material in the context of the Wider Fulham Shore Group
taken as a whole;

No adverse change, litigation, regulatory enquiry or similar

8.            except as Disclosed, there having been:

(a)        no adverse change and no circumstance having arisen which would
or might be expected to result in any adverse change in, the business, assets,
financial or trading position or profits or prospects or operational
performance of any member of the Wider Fulham Shore Group which is material in
the context of the Wider Fulham Shore Group taken as a whole or is material in
the context of the Acquisition;

(b)     no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against or
remaining outstanding against or in respect of, any member of the Wider Fulham
Shore Group or to which any member of the Wider Fulham Shore Group is or may
become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Fulham Shore Group, in each case which is
or might reasonably be expected to be material in the context of the Wider
Fulham Shore Group taken as a whole or is material in the context of the
Acquisition;

(c)          no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Fulham Shore Group having been threatened, announced or instituted or
remaining outstanding by, against or in respect of any member of the Wider
Fulham Shore Group, in each case which might reasonably be expected to have a
material adverse effect on the Wider Fulham Shore Group taken as a whole or is
material in the context of the Acquisition;

(d)        no contingent or other liability having arisen or become
apparent to Bidco (other than in the ordinary course of business) or increased
which is reasonably likely to affect adversely the business, assets, financial
or trading position or profits or prospects of any member of the Wider Fulham
Shore Group to an extent which is material in the context of the Wider Fulham
Shore Group taken as a whole or is material in the context of the Acquisition;
and

(e)          no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Fulham Shore Group which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or modification of
which might reasonably be expected to have a material adverse effect on the
Wider Fulham Shore Group taken as a whole or is material in the context of the
Acquisition;

No discovery of certain matters regarding information, liabilities and
environmental issues

9.            except as Disclosed, Bidco not having discovered
that:

(a)          any financial, business or other information concerning
the Wider Fulham Shore Group publicly announced before the date of the
Announcement or disclosed at any time to any member of the Wider TORIDOLL
Group by or on behalf of any member of the Wider Fulham Shore Group before the
date of the Announcement is materially misleading, contains a material
misrepresentation of any fact, or omits to state a fact necessary to make that
information not materially misleading (and which was not subsequently publicly
corrected before the date of this Announcement or otherwise to Bidco);

(b)          any member of the Wider Fulham Shore Group is subject to
any liability, contingent or otherwise which is material in the context of the
Wider Fulham Shore Group taken as a whole or material in the context of the
Acquisition;

(c)       any past or present member of the Wider Fulham Shore Group has
not complied with all applicable legislation or regulations of any
jurisdiction or any Authorisations relating to the use, treatment, storage,
carriage, disposal, discharge, spillage, release, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
(including property) or harm human or animal health or otherwise relating to
environmental matters or the health and safety of humans, which non-compliance
would be likely to give rise to any material liability including any penalty
for non-compliance (whether actual or contingent) on the part of any member of
the Wider Fulham Shore Group, in each case to an extent which is material in
the context of the Wider Fulham Shore Group taken as a whole or material in
the context of the Acquisition;

(d)       there has been a disposal, discharge, spillage, accumulation,
release, leak, emission or the migration, production, supply, treatment,
storage, transport or use of any waste or hazardous substance or any substance
likely to impair the environment (including any property) or harm human or
animal health which (whether or not giving rise to non-compliance with any law
or regulation), would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the Wider Fulham
Shore Group, in each case to an extent which is material in the context of the
Wider Fulham Shore Group taken as a whole or material in the context of the
Acquisition; or

(e)          there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) or requirement to make good,
remediate, repair, reinstate or clean up any property, currently or previously
owned, occupied, operated or made use of or controlled by any past or present
member of the Wider Fulham Shore Group (or on its behalf), or in which any
such member may have or previously have had or be deemed to have had an
interest, under any environmental legislation, common law, regulation, notice,
circular, Authorisation or order of any Third Party in any jurisdiction or to
contribute to the cost thereof or associated therewith or indemnify any person
in relation thereto which in each case is material in the context of the Wider
Fulham Shore Group taken as a whole or in the context of the Acquisition;

Anti-corruption, sanctions and criminal property

10.          except as Disclosed, Bidco not having discovered:

(a)          any past or present member, director, officer or
employee of the Wider Fulham Shore Group is or has at any time engaged in any
activity, practice or conduct would constitute an offence under the Bribery
Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
anti-corruption legislation applicable to the Wider Fulham Shore Group; or any
person that performs or has performed services for or on behalf of the Wider
Fulham Shore Group is or has at any time engaged in any activity, practice or
conduct in connection with the performance of such services which would
constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption legislation;

(b)        any asset of any member of the Wider Fulham Shore Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);

(c)          any past or present member, director, officer or
employee of the Wider Fulham Shore Group, or any other person for whom any
such person may be liable or responsible, has engaged in any business with,
made any investments in, made any funds or assets available to or received any
funds or assets from: (i) any government, entity or individual in respect of
which US or European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by applicable US or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control or HM
Treasury & Customs; or (ii) any government, entity or individual targeted
by any of the economic sanctions of the United Nations, the United States, the
European Union or any of their respective member states; or

(d)          a member of the Wider Fulham Shore Group has engaged in any
transaction which would cause any member of the Wider TORIDOLL Group to be in
breach of any applicable law or regulation upon its acquisition of Fulham
Shore, including the economic sanctions of the United States Office of Foreign
Assets Control or HM Treasury & Customs, or any government, entity or
individual targeted by any of the economic sanctions of the United Nations,
the United States, the European Union or any of its member states.

PART B: CERTAIN FURTHER TERMS OF THE ACQUISITION

1.            To the extent permitted by law and subject to the
requirements of the Panel in accordance with the Takeover Code, Bidco reserves
the right to waive:

(a)          any of the Conditions set out in the above Conditions 1
and 2 only in so far as they relate to the deadlines for the timing of the
Court Meeting, the General Meeting and the Court Hearing respectively. The
deadline for the Scheme to become Effective may be extended by agreement
between the Company and Bidco (with the Panel's consent and, if required, the
Court's approval). If any such deadline is not met, Bidco will make an
announcement by 8.00am on the Business Day following such deadline confirming
whether it has invoked or waived the relevant Condition or agreed with Fulham
Shore to extend the deadline in relation to the relevant Condition. In all
other respects, Conditions 1 and 2 cannot be waived; and

(b)          in whole or in part, all or any of the above Conditions
4 to 10 (inclusive) by no later than 11.59 p.m. on the date immediately
preceding the date of the Court Hearing.

2.            Bidco will, immediately prior to the Court Hearing,
provide notice in writing to Fulham Shore that either: (i) the Conditions in
paragraphs 4 to 10 (inclusive) have each been satisfied or that Bidco has
waived or treated as waived such Conditions; or (ii) it intends to invoke or
treat as incapable of satisfaction each or any Condition, which will always be
subject to the Panel's consent.

3.            Condition 3 must be fulfilled or (where permissible
as stated above) waived by no later than 11.59 pm on the date immediately
preceding the date of the Court Hearing, failing which the Acquisition will
lapse.

4.            If Bidco is required by the Panel to make a Takeover
Offer for Fulham Shore Shares under the provisions of Rule 9 of the Takeover
Code, Bidco may make such alterations to any of the above Conditions and terms
of the Acquisition as are necessary to comply with the provisions of that
Rule.

5.           Bidco will be under no obligation to waive (if capable of
waiver) or to treat as fulfilled any of the Conditions by a date earlier than
the latest date for the fulfilment of that Condition notwithstanding that the
other Conditions of the Acquisition may at such earlier date have been waived
or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.

6.            The Fulham Shore Shares to be acquired pursuant to
the Acquisition will be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all rights now or
hereafter attaching or accruing to them, including, without limitation, voting
rights and (subject to paragraph 8 below) the right to receive and retain in
full all dividends and other distributions (if any) declared, made or paid, or
any other return of capital (whether by reduction of share capital or share
premium account or otherwise) made, on or after the Effective Date.

7.            Subject to the terms of the Scheme, if, on or after
the date of this Announcement, any dividend or other distribution is
announced, Bidco reserves the right (without prejudice to any right of Bidco
to invoke Condition 6(b) in Part A of this Appendix 1) to reduce the
Acquisition Price by the amount of any such dividend or other distribution, in
which case: (a) any reference in this Announcement or in the Scheme Document
to the Acquisition Price for the Fulham Shore Shares will be deemed to be a
reference to the Acquisition Price as so reduced; and (b) the relevant
eligible Fulham Shore Shareholders will be entitled to receive and retain such
dividend or distribution. To the extent that any such dividend or distribution
announced, declared or paid is: (x) transferred pursuant to the Acquisition on
a basis which entitles Bidco to receive the dividend or distribution and to
retain it; or (y) cancelled, the Acquisition Price will not be subject to
change in accordance with this paragraph. Any exercise by Bidco of its rights
referred to in this paragraph shall be the subject of an announcement and the
consent of the Panel and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the Acquisition.

8.           Under Rule 13.5(a) of the Takeover Code, Bidco may not
invoke a Condition so as to cause the Acquisition not to proceed, to lapse or
any offer to be withdrawn unless the circumstances which give rise to the
right to invoke the Condition are of material significance to Bidco in the
context of the Acquisition. Bidco may only invoke a Condition that is subject
to Rule 13.5(a) with the consent of the Panel and any Condition that is
subject to Rule 13.5(a) may be waived by Bidco. Conditions in paragraphs 1 and
2 (and any Takeover Offer acceptance condition adopted on the basis specified
in paragraphs 4 or 10 of this Part B) are not subject to this provision of the
Takeover Code.

9.            Under Rule 13.6 of the Takeover Code, Fulham Shore may
not invoke, or cause or permit Bidco to invoke, any condition to the
Acquisition, unless the circumstances which give rise to the right to invoke
the condition are of material significance to Fulham Shore Shareholders in the
context of the Acquisition.

10.          Bidco reserves the right to elect (with the consent of
the Panel) to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, the Acquisition will be implemented
on substantially the same terms (subject to appropriate amendments, including
(without limitation) an acceptance condition set at 75 per cent. of the issued
share capital of Fulham Shore, or, where the Panel consents, 90 per cent. of
the shares to which such Takeover Offer relates (or such lesser percentage,
being more than 50 per cent., as Bidco may decide with the consent of the
Panel).

11.          The availability of the Acquisition to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.

12.          The Acquisition is not being made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction.

13.          The Scheme will be governed by laws of England and is
subject to the jurisdiction of the English courts and to the Conditions and
further terms set out in this Appendix 1. The Acquisition will be subject to
the applicable requirements of the Takeover Code, the Panel, the AIM Rules,
the London Stock Exchange and the FCA.

14.          Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other Condition.

Appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

1.            The value placed by the Acquisition on the existing
issued and to be issued share capital of Fulham Shore on a fully diluted basis
is based upon:

(a)          634,870,577 Fulham Shore Shares in issue as at the
Latest Practicable Date (and assuming no Fulham Shore Shares held in
treasury); and

(b)        25,082,577 Fulham Shore Shares that may be issued pursuant to
the Fulham Shore Share Plans.

2.            The number of Fulham Shore Shares eligible to vote
on:

(a)          the Scheme at the Court Meeting is 518,091,143 Fulham
Shore Shares;

(b)      the ordinary resolution to approve the Retention Arrangements at
the General Meeting is 518,091,143 Fulham Shore Shares; and

(c)          the special resolution to approve all actions necessary
for carrying the Scheme into effect and the adoption of the Amended Fulham
Shore Articles at the General Meeting is 634,870,577 Fulham Shore Shares.

3.            The Closing Price on the Latest Practicable Date is
taken from the Daily AIM List.

4.            Volume-weighted average prices have been derived from
Refinitiv Eikon and have been rounded to the nearest single penny.

5.            Unless otherwise stated, the financial information
relating to Fulham Shore is extracted from the audited consolidated financial
statements of Fulham Shore for the financial year ended 27 March 2022, as
relevant, prepared in accordance with IFRS.

6.            Certain figures included in this Announcement have
been subject to rounding adjustments.

7.            The premium calculations to the price per Fulham
Shore Share used in this announcement have been calculated based on the
Consideration of 14.15 pence per Fulham Shore Share, and by reference to:

(a)          the Closing Price on 4 April 2023 (being the last
Business Day before the commencement of the Offer Period) of 10.50 pence per
Fulham Shore Share derived from Refinitiv Eikon;

(b)         the three-month volume weighted average Closing Price of
10.44 pence per Fulham Shore Share as at 4 April 2023, derived from Refinitiv
Eikon.

 

Appendix 3

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

1.            Summary of Irrevocable Undertakings and Letters of
Intent received

 Name of beneficial holder                             Number of Fulham Shore Shares in respect of which undertaking is given  Percentage of shares able to vote at Court Meeting  Percentage of shares able to vote on the Ordinary Resolution  Percentage of shares able to vote on the Special Resolution

%
%
                                                                                                                               %
 Independent Fulham Shore Directors
 David Page                                            83,515,120                                                              16.12                                               16.12                                                         13.15
 Nicholas Wong                                         12,388,449                                                              2.39                                                2.39                                                          1.95
 Martin Chapman                                        1,086,818                                                               0.21                                                0.21                                                          0.17
 Desmond Gunewardena                                   774,545                                                                 0.15                                                0.15                                                          0.12
 Nicholas Donaldson                                    14,998,573                                                              2.89                                                2.89                                                          2.36
 Non-Independent Fulham Shore Director
 Nabil Mankarious                                      116,779,434                                                             -                                                   -                                                             18.39
 Other Fulham Shore Shareholders
 Sami Wasif                                            91,205,838                                                              17.60                                               17.60                                                         14.37
 Letters of Intent
 Canaccord Genuity Asset Management                    24,050,000                                                              4.64                                                4.64                                                          3.79
 Unicorn Asset Management                              22,227,372                                                              4.29                                                4.29                                                          3.50
 Total irrevocable Undertakings and Letters of Intent  367,026,149                                                             39.37                                               39.37                                                         50.52
 Total eligible Fulham Shore Shares                    634,870,577                                                             518,091,143                                         518,091,143                                                   634,870,577

 

 

 

 

 

2.            Irrevocable Undertakings from the Independent Fulham
Shore Directors

 Name                 Number of Fulham Shore Shares in respect of which undertaking is given  Percentage of Fulham Shore Shares in issue at the Last Practicable Date  Percentage of Independent Fulham Shore Shares in issue at the Last Practicable
                                                                                                                                                                       Date
 David Page           83,515,120                                                              13.15%                                                                   16.12%
 Nicholas Wong        12,388,449                                                              1.95%                                                                    2.39%
 Martin Chapman       1,086,818                                                               0.17%                                                                    0.21%
 Desmond Gunewardena  774,545                                                                 0.12%                                                                    0.15%
 Nicholas Donaldson   14,998,573                                                              2.36%                                                                    2.89%

In the event that Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer, these irrevocable undertakings extend to include an
obligation to accept or procure the acceptance of such offer.

These irrevocable undertakings remain binding in the event a higher competing
offer is made for Fulham Shore and will only cease to be binding if:

·          Bidco announces, with the consent of the Panel, that it
does not intend to make or proceed with the Acquisition and no new, revised or
replacement offer is announced by Bidco in accordance with Rule 2.7 of the
Takeover Code at the same time;

·              in the event that the Acquisition is implemented by way
of a Takeover Offer (and not a Scheme), the offer document containing such
Takeover Offer is not posted within 28 days of the date of the announcement
under Rule 2.7 of the Takeover Code of such Takeover Offer, or within such
longer period as Bidco and Fulham Shore may, with the consent of the Panel,
determine;

·              the Scheme (or Takeover Offer, as applicable) lapses or
is withdrawn and no new, revised or replacement offer or scheme has then been
announced in its place in accordance with Rule 2.7 of the Takeover Code, or is
announced by Bidco in accordance with Rule 2.7 of the Takeover Code within 10
Business Days; or

·           any other offer for the entire issued share capital of
Fulham Shore is declared wholly unconditional or otherwise becomes effective.

3.            Irrevocable Undertaking from Nabil Mankarious

Nabil Mankarious has irrevocably undertaken in respect of 116,779,434 Fulham
Shore Shares (being his entire beneficial holding of Fulham Shore Shares) to
vote in favour of the special resolution to approve all actions necessary for
carrying the Scheme into effect and the adoption of the Amended Fulham Shore
Articles to be proposed at the General Meeting (which they are permitted to
vote on). He has also irrevocably undertaken in respect of 58,389,717 Fulham
Shore Shares respectively (being all of the Fulham Shore Shares held by him
other than those Fulham Shore Shares which are subject to the Retention
Arrangements) that in the event the Acquisition is effected by way of a
Takeover Offer, he will assent such Fulham Shore Shares to such Takeover Offer
in accordance with the procedure set out in the relevant offer document
containing such Takeover Offer.

This irrevocable undertakings remain binding in the event a higher competing
offer is made for Fulham Shore and will only cease to be binding if:

·          Bidco announces, with the consent of the Panel, that it
does not intend to make or proceed with the Acquisition and no new, revised or
replacement offer is announced by Bidco in accordance with Rule 2.7 of the
Takeover Code at the same time; or

·              in the event that the Acquisition is implemented by
way of a Takeover Offer (and not a Scheme), the offer document containing such
Takeover Offer is not posted within 28 days of the date of the announcement
under Rule 2.7 of the Takeover Code of such Takeover Offer, or within such
longer period as Bidco and Fulham Shore may, with the consent of the Panel,
determine; or

·              the Scheme (or Takeover Offer, as applicable) lapses
or is withdrawn and no new, revised or replacement offer or scheme has then
been announced in its place in accordance with Rule 2.7 of the Takeover Code,
or is announced by Bidco in accordance with Rule 2.7 of the Takeover Code
within 10 Business Days; or

·           any other offer for the entire issued share capital of
Fulham Shore is declared wholly unconditional or otherwise becomes effective.

4.            Further Fulham Shore Shareholder Irrevocable
Undertaking

 Name        Number of Fulham Shore Shares in respect of which undertaking is given  Percentage of Fulham Shore Shares in issue at the Last Practicable Date  Percentage of Independent Fulham Shore Shares in issue at the Last Practicable
                                                                                                                                                              Date
 Sami Wasif  91,205,838                                                              14.37%                                                                   17.60%

In the event that Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer, these irrevocable undertakings extend to include an
obligation to accept or procure the acceptance of such offer.

This irrevocable undertaking remains binding in the event a higher competing
offer is made for Fulham Shore and will only cease to be binding if:

·           Bidco announces, with the consent of the Panel, that it does
not intend to make or proceed with the Acquisition and no new, revised or
replacement offer is announced by Bidco in accordance with Rule 2.7 of the
Takeover Code at the same time;

·              in the event that the Acquisition is implemented
by way of a Takeover Offer (and not a Scheme), the offer document containing
such Takeover Offer is not posted within 28 days of the date of the
announcement under Rule 2.7 of the Takeover Code of such Takeover Offer, or
within such longer period as Bidco and Fulham Shore may, with the consent of
the Panel, determine;

·              the Scheme (or Takeover Offer, as applicable) lapses
or is withdrawn and no new, revised or replacement offer or scheme has then
been announced in its place in accordance with Rule 2.7 of the Takeover Code,
or is announced by Bidco in accordance with Rule 2.7 of the Takeover Code
within 10 Business Days; or

·           any other offer for the entire issued share capital of
Fulham Shore is declared wholly unconditional or otherwise becomes effective.

5.            Further Fulham Shore Shareholder Letters of Intent

 Name                                Number of Fulham Shore Shares in respect of which letters of intent is given  Percentage of Fulham Shore Shares in issue at the Last Practicable Date  Percentage of Independent Fulham Shore Shares in issue at the Last Practicable
                                                                                                                                                                                            Date
 Canaccord Genuity Asset Management  24,050,000                                                                    3.79%                                                                    4.64%
 Unicorn Asset Management Ltd        22,227,372                                                                    3.50%                                                                    4.29%

 

Under the letters of intent issued by Canaccord Genuity Asset Management and
Unicorn Asset Management Ltd, both Canaccord Genuity Asset Management and
Unicorn Asset Management state their non-binding intention to vote in favour
of the Scheme at the Court Meeting and the resolutions to be proposed at the
General Meeting.

Appendix 4

DEFINITIONS

The following definitions apply throughout this Announcement unless the
context requires otherwise:

 "Acquisition"                            the acquisition by Bidco of the entire issued and to be issued share capital
                                          of Fulham Shore, to be implemented by means of the Scheme (or by way of a
                                          Takeover Offer under certain circumstances described in this Announcement)
                                          and, where the context requires, any subsequent revision, variation, extension
                                          or renewal thereof;
 "Acquisition Price"                      the consideration payable under the Acquisition in respect of a Fulham Shore
                                          Share;
 "AIM" or "AIM Market"                    the AIM Market of the London Stock Exchange;
 "AIM Rules"                              the AIM Rules for Companies published by the London Stock Exchange, as amended
                                          from time to time;
 "Amended Fulham Shore Articles"          the articles of association of Fulham Shore as at the date of this
                                          Announcement, as amended to include provisions, in terms approved by Bidco,
                                          that avoid any person (other than Bidco or its nominee) remaining as a holder
                                          of Fulham Shore Shares after the Effective Date, such proposed amendment to be
                                          set out in full in the notice of the General Meeting;
 "Announcement"                           this announcement;
 "Authorisations"                         regulatory authorisations, orders, recognitions, grants, consents, clearances,
                                          confirmations, certificates, licences, permissions or approvals;
 "Bidco"                                  Great Sea Kitchens Limited, a private limited company incorporated in England
                                          and Wales with registered number 14744178, whose registered office is at c/o
                                          Winston & Strawn LLP, Citypoint, 1 Ropemaker Street, London, EC2Y 9AW;
 "Bidco Group"                            Bidco and its subsidiary undertakings and, where the context permits, each of
                                          them;
 "Business Day"                           a day (other than Saturdays, Sundays and public holidays in the UK) on which
                                          banks are generally open for normal business in the City of London;
 "Capdesia"                               Capdesia Group Limited, a private limited company incorporated in England and
                                          Wales with registered number 10428605, whose registered office is at 16 Great
                                          Queen Street, Covent Garden, London, WC2B 5AH;
 "Closing Price"                          the closing middle market price of a Fulham Shore Share on a particular
                                          trading day as derived from the Daily AIM List;
 "Conditions"                             the conditions to the implementation of the Acquisition, as set out in
                                          Appendix 1 to this Announcement and to be set out in the Scheme Document;
 "Confidentiality Agreements"             the confidentiality agreements between Bidco and Fulham Shore dated 3 April
                                          2023, Capdesia and Fulham Shore dated 9 February 2023 and Capdesia and
                                          TORIDOLL dated 9 February 2023;
 "Court"                                  the High Court of Justice in England and Wales;
 "Court Hearing"                          the hearing of the Court in order to sanction the Scheme under section 899 of
                                          the Companies Act 2006;
 "Court Meeting"                          the meeting of Scheme Shareholders to be convened pursuant to an order of the
                                          Court pursuant to the Companies Act 2006 for the purpose of considering and,
                                          if thought fit, approving the Scheme, including any adjournment thereof;
 "Court Order"                            the order of the Court sanctioning the Scheme;
 "CREST"                                  the system for the paperless settlement of trades in securities and the
                                          holding of uncertificated securities operated by Euroclear;
 "Daily AIM List"                         the AIM Appendix to the Daily Official List;
 "Daily Official List"                    the Daily Official List published by the London Stock Exchange;
 "Dealing Disclosure"                     an announcement pursuant to Rule 8 of the Takeover Code containing details of
                                          dealings in interests in relevant securities of a party to an offer;
 "Deferment Shares"                       58,389,717 of the Fulham Shore Shares registered in the name or beneficially
                                          owned by Nabil Mankarious, which are subject to the Retention Arrangements;
 "Disclosed"                              the information which has been fairly disclosed by, or on behalf of Fulham
                                          Shore: (i) in the information made available to Bidco (or Bidco's advisers) in
                                          the data room established by Fulham Shore for the purposes of the Acquisition
                                          prior to the date of the Announcement; (ii) in the annual report of the Fulham
                                          Shore Group for the financial year ended 27 March 2022; (iii) in this
                                          Announcement; (iv) in any other announcement to a Regulatory Information
                                          Service by, or on behalf of, Fulham Shore before the date of this Announcement
                                          in accordance with the Market Abuse Regulation; or (v) as otherwise fairly
                                          disclosed to TORIDOLL Group or Bidco (or their respective officers, employees,
                                          agents or advisers) in writing or verbally before the date of this
                                          Announcement;
 "Effective Date"                         the date on which either: (i) the Scheme becomes effective in accordance with
                                          its terms; or (ii) (if Bidco elects to implement the Acquisition by way of a
                                          Takeover Offer), the date on which such Takeover Offer becomes or is declared
                                          unconditional in all respects in accordance with the requirements of the
                                          Takeover Code, and "Effective" shall be construed accordingly;
 "Euroclear"                              Euroclear UK and Ireland Limited;
 "European Union"                         the European economic and political union between 28 EU countries;
 "Excluded Shares"                        ordinary shares in Fulham Shore registered in the name of or beneficially held
                                          by Bidco or any other member of the Wider TORIDOLL Group or any of their
                                          respective members or nominees; any ordinary shares in Fulham Shore legally or
                                          beneficially owned by Nabil Mankarious; and any Fulham Shore Shares held in
                                          Treasury;
 "FCA" or "Financial Conduct Authority"   the Financial Conduct Authority acting in its capacity as the competent
                                          authority for the purposes of Part VI of the UK Financial Services and Markets
                                          Act 2000, or any successor regulatory body;
 "Forms of Proxy"                         the forms of proxy in connection with each of the Court Meeting and General
                                          Meeting which will accompany the Scheme Document;
 "Fulham Shore" or the "Company"          Fulham Shore plc a public company limited by shares incorporated in England
                                          and Wales with registered number 07973930 and which has its registered office
                                          at 1(st) Floor, 50-51 Berwick Street, London, England, W1F 8SJ;
 "Fulham Shore Directors"                 the directors of Fulham Shore;
 "Fulham Shore Group" or "Group"          Fulham Shore and its subsidiaries and subsidiary undertakings from time to
                                          time;
 "Fulham Shore Resolutions"               such shareholder resolutions of Fulham Shore as are necessary to approve,
                                          implement and effect the Scheme and the Acquisition, including (without
                                          limitation) resolutions to approve the Amended Fulham Shore Articles and the
                                          Retention Arrangements;
 "Fulham Shore Share Plans"               the following Fulham Shore Group share plans:
                                          (i)         EMI Share Option Plan;
                                          (ii)         Unapproved Share Option Plan;
                                          (iii)        Company Share Option Plan; and

                                          (iv)        Share Incentive Plan;
 "Fulham Shore Shareholders"              the holders of Fulham Shore Shares;
 "Fulham Shore Shares"                    the existing unconditionally allotted or issued and fully paid ordinary shares
                                          of 0.01 each in the capital of Fulham Shore and any further such ordinary
                                          shares which are unconditionally allotted or issued before the Scheme becomes
                                          Effective;
 "General Meeting"                        the general meeting of Fulham Shore Shareholders (including any adjournment
                                          thereof) to be convened for the purposes of seeking approval of the Fulham
                                          Shore Resolutions to be adopted in connection with the Scheme;
 "IFRS"                                   International Financial Reporting Standards;
 "Independent Fulham Shore Directors"     the directors of Fulham Shore other than Nabil Mankarious;
 "Independent Fulham Shore Shareholders"  the Fulham Shore Shareholders other than Nabil Mankarious who is participating
                                          in the Retention Arrangements, his connected persons or persons holding Fulham
                                          Shore Shares on behalf of him or any of their respective connected persons
                                          (except in relation to the Court Meeting where Independent Fulham Shore
                                          Shareholders shall also include any spouse or civil partner of the individual
                                          participating in the Retention Arrangements);
 "IPO"                                    Initial Public Offering;
 "ISIN"                                   International Securities Identification Number;
 "Latest Practicable Date"                4 April 2023;
 "London Stock Exchange"                  London Stock Exchange plc;
 "Long Stop Date"                         31 December 2023 or such later date as may be agreed by Fulham Shore and Bidco
                                          (with the Panel's consent);
 "Offer Period"                           the offer period (as defined by the Takeover Code) relating to Fulham Shore,
                                          which commenced on the date of this Announcement;
 "Opening Position Disclosure"            has the same meaning as in Rule 8 of the Takeover Code;
 "Overseas Shareholders"                  Fulham Shore Shareholders (or nominees of, or custodians or trustees for
                                          Fulham Shore Shareholders) not resident in, or nationals or citizens of the
                                          United Kingdom;
 "Panel"                                  the Panel on Takeovers and Mergers;
 "Regulation"                             Council Regulation (EC) 139/2004;
 "Regulatory Information Service"         a service approved by the London Stock Exchange for the distribution to the
                                          public of announcements and included within the list maintained on the London
                                          Stock Exchange's website;
 "Restricted Jurisdiction"                any jurisdiction into which, or from which, making the Acquisition or this
                                          Announcement available would violate the laws of that jurisdiction;
 "Retention Arrangements"                 the retention arrangements in respect of Nabil Mankarious described in
                                          paragraph 9 of this Announcement;

 "Rothschild & Co"                        N.M. Rothschild & Sons Limited;
 "Scheme"                                 the proposed scheme of arrangement under Part 26 of the Companies Act 2006
                                          between Fulham Shore and Fulham Shore Shareholders in connection with the
                                          Acquisition, with or subject to any modification, addition or condition
                                          approved or imposed by the Court and agreed by Fulham Shore and Bidco;
 "Scheme Document"                        the document to be sent to Fulham Shore Shareholders containing, amongst other
                                          things, the full terms and conditions of the Scheme and the notices convening
                                          the Court Meeting and General Meeting;
 "Scheme Record Time"                     the time and date specified in the Scheme Document, expected to be 6.00 p.m.
                                          on the Business Day immediately prior to the Effective Date;
 "Scheme Shareholder"                     a holder of Scheme Shares;
 "Scheme Shares"                          all Fulham Shore Shares:
                                          (i)         in issue at the date of the Scheme Document;
                                          (ii)        (if any) issued after the date of the Scheme Document and
                                          before the Scheme Voting Record Time; and
                                          (iii)        (if any) issued at or after the Scheme Voting Record Time
                                          but on or before the Scheme Record Time either on terms that the original or
                                          any subsequent holders thereof are bound by the Scheme or in respect of which
                                          such holders are, or shall have agreed in writing to be, so bound,
                                          in each case excluding any Excluded Shares and the Deferment Shares;
 "Scheme Voting Record Time"              the date and time specified in the Scheme Document by reference to which
                                          entitlement to vote at the Court Meeting will be determined, expected to be
                                          6.00pm on the day which is two days before the Court Meeting or, if the Court
                                          Meeting is adjourned, 6.00pm on the day which is two days before the date of
                                          such adjourned Court Meeting;
 "Significant Interest"                   in relation to an undertaking, a direct or indirect interest of 25 per cent,
                                          or more of the total voting rights conferred by the equity share capital (as
                                          defined in section 548 of the Companies Act 2006) of such undertaking or the
                                          relevant partnership interest;
 "Singer Capital Markets"                 Singer Capital Markets Advisory LLP;
 "Takeover Code"                          the City Code on Takeovers and Mergers;
 "Takeover Offer"                         a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006;
 "Third Party"                            each of a central bank, government or governmental, quasi-governmental,
                                          supranational, statutory, regulatory, environmental, administrative, fiscal or
                                          investigative body, court, trade agency, association, institution,
                                          environmental body, employee representative body or any body or person
                                          whatsoever in any jurisdiction;
 "TORIDOLL"                               TORIDOLL Holdings Corporation, a company registered under the laws of Japan;
 "TORIDOLL Group"                         TORIDOLL and its subsidiary undertakings;
 "United Kingdom" or "UK"                 the United Kingdom of Great Britain and Northern Ireland;
 "United Nations"                         the international organization founded in 1945 with 193 Member States;
 "United States" or "US"                  the United States of America, its territories and possessions, any state of
                                          the United States of America, the District of Columbia and all other areas
                                          subject to its jurisdiction and any political sub-division thereof;
 "US Exchange Act"                        the United States Securities Exchange Act of 1933, and the rules and
                                          regulations promulgated thereunder;
 "Wider Fulham Shore Group"               Fulham Shore and its subsidiary and associated undertakings and any other body
                                          corporate, partnership, joint venture or person in which Fulham Shore and all
                                          such undertakings (aggregating their interests) have a Significant Interest;
                                          and
 "Wider TORIDOLL Group"                   TORIDOLL and its subsidiary and associated undertakings (including Bidco) and
                                          any other body corporate, partnership, joint venture or person in which
                                          TORIDOLL and all such undertakings (aggregating their interests) have a
                                          Significant Interest.

In this Announcement, "subsidiary", "subsidiary undertaking", "undertaking"
and "associated undertaking" have the respective meanings given thereto by the
Companies Act 2006.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.

All the times referred to in this Announcement are London (UK) times unless
otherwise stated.

References to the singular include the plural and vice versa.

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