REG - Fulham Shore PLC - Scheme of arrangement

Fulham ShoreAnnouncement

11/07/2023 09:30

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RNS Number : 6402F  Fulham Shore PLC (The)  11 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

 

 
11 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

Scheme of Arrangement becomes effective

 

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 has
been 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.

Further to the announcement made by Fulham Shore on 7 July 2023 that the Court
had sanctioned the Scheme, Fulham Shore and Bidco are pleased to announce
that, following the delivery of a copy of the Court Order to the Registrar of
Companies earlier today, the Scheme has now become Effective and, accordingly,
Bidco is now the owner of all the Scheme Shares. As soon as possible following
the date of this announcement, Bidco will be re-registered as a private
limited company and renamed "Fulham Shore Group Limited".

Settlement

Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m.
on 10 July 2023, will receive 14.15 pence in cash for each Scheme Share.

The latest date for the dispatch of cheques to Scheme Shareholders and
settlement through CREST for Consideration due under the terms of the Scheme
is 25 July 2023.

As a result of the Scheme having become Effective, share certificates in
respect of Fulham Shore Shares have ceased to be valid evidence of title and
entitlements to Fulham Shore Shares held in uncertificated form in CREST have
been cancelled.

Suspension and cancellation of admission to trading on AIM

Dealings in Fulham Shore Shares were suspended with effect from 7.30 a.m.
today. An application has been made to the London Stock Exchange for the
cancellation of the admission to trading of the Fulham Shore Shares on AIM,
which is expected to take effect from 7.00 a.m. on 12 July 2023.

Dealing disclosures

 

Fulham Shore is no longer in an "Offer Period" as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

 

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.

 

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