REG - Fulham Shore PLC - Court Sanction of the Scheme of Arrangement

Fulham ShoreAnnouncement

07/07/2023 11:45

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RNS Number : 3693F  Fulham Shore PLC (The)  07 July 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 

 
7 July 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

Court Sanction of the Scheme of Arrangement

 

On 5 April 2023, Fulham Shore and Bidco announced that their respective boards
had 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"), would acquire the entire issued and to be
issued share capital of Fulham Shore (the "Acquisition"). The Acquisition is
to be effected by means of a Court-sanctioned scheme of arrangement between
Fulham Shore and relevant Fulham Shore Shareholders under Part 26 of the
Companies Act (the "Scheme").

Capitalised terms used in this announcement shall, unless otherwise defined,
have the meanings set out in Part Eight of the Scheme Document.

Scheme Sanctioned by Court

Further to the announcement on 9 June 2023 in relation to the results of the
Court Meeting and the General Meeting, Fulham Shore and Bidco are pleased to
announce that the High Court of Justice in England and Wales has today issued
a Court Order sanctioning the Scheme under section 800 of the Companies Act
2006 pursuant to which the Acquisition is being implemented.

It is anticipated that the Effective Date will be 11 July 2023, conditional
upon the delivery of a copy of the Court Order to the Registrar of Companies.

Next Steps

Fulham Shore confirms that the last day of dealings in, and for registration
of transfers of, and disablement of Fulham Shore Shares in CREST will be 10
July 2023 and the Scheme Record Time will be 6.00 p.m. 10 July 2023. Scheme
Shareholders on Fulham Shore's register of members at the Scheme Record Time
will, upon the Scheme becoming Effective, be entitled to receive the
consideration under the Scheme.

Dealings in Fulham Shore Shares on AIM will be suspended from 7:30 a.m. on 11
July 2023. The suspension is made pursuant to Fulham Shore's application to
the London Stock Exchange and is being effected as part of the Scheme.

It is expected that, subject to the Scheme becoming Effective on 11 July 2023,
the cancellation of admission to trading of Fulham Shore Shares on AIM will
take effect from 7:00 a.m. on 12 July 2023.

A further announcement will be made when the Scheme becomes Effective.

Full details of the Acquisition are set out in the Scheme Document.

Shareholder Helpline

If you have any questions relating to this announcement please contact Fulham
Shore's Registrars on +44 (0) 370 703 6004. The line is open between 8.30 a.m.
and 5.30 p.m. (London time), Monday to Friday, excluding public holidays in
England and Wales. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and training
purposes. Fulham Shore's Registrars cannot provide advice on the merits of the
Acquisition nor give any financial, legal or tax advice.

 

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.

 

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws and/or regulations
of those jurisdictions and therefore persons into whose possession this
Announcement comes who are subject to the laws and/or regulations of any
jurisdiction other than the United Kingdom should inform themselves about and
observe any such applicable restrictions in their jurisdiction. In particular,
the ability of persons who are not resident in the United Kingdom to vote
their Fulham Shore Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in which they
are located. Further details in relation to the Overseas Shareholders will be
contained in the Scheme Document. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Scheme by any such means from within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this Announcement and all
documents relating to the Acquisition are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that jurisdiction. If
the Acquisition is implemented by Takeover Offer (unless otherwise permitted
by applicable law or regulation), the Takeover Offer may not be made, directly
or indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone of interstate or foreign commerce
of, or any facility of a national state or other securities exchange of any
Restricted Jurisdiction) and the Takeover Offer will not be capable of
acceptance by any such use, means instrumentality or facilities or from or
within any Restricted Jurisdiction.

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

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

 

Additional information for US investors

Fulham Shore Shareholders in the United States should note that the
Acquisition relates to the securities of a company incorporated in England and
Wales and is proposed to be effected by means of a scheme of arrangement under
the laws of England. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be prepared in
accordance with English law, the Takeover Code and UK disclosure requirements,
format and style, all of which differ from those in the United States. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of arrangement, which
differ from the disclosure requirements of the United States tender offer and
proxy solicitation rules. If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the offer into the United States, the Acquisition will be made in compliance
with applicable United States laws and regulations, including any applicable
exemptions under the US Exchange Act.

Fulham Shore's financial statements, and all financial information that is
included in this Announcement or that may be included in the Scheme Document,
or any other documents relating to the Acquisition, have been or will be
prepared in accordance with IFRS and may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles.

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Fulham Shore Shares pursuant to the
Scheme will likely be a taxable transaction for United States federal income
tax purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Fulham Shore Shareholder is urged to consult
his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising
out of US federal securities laws, since Bidco and Fulham Shore are located in
countries other than the US, and some or all of their officers and directors
may be residents of countries other than the US. US holders may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

In accordance with normal practice in the UK and consistent with Rule 14e-5(b)
of the US Exchange Act, Bidco, certain affiliated companies and their nominees
or brokers (acting as agents) may make certain purchases of, or arrangements
to purchase, shares in Fulham Shore outside the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information about such
purchases or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

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
event, such Takeover Offer will be implemented on substantially the same terms
and conditions, so far as applicable, as those which would apply to the Scheme
subject to appropriate amendments to reflect the change of method of effecting
the Takeover Offer.

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 635,099,052 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.

 

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