Letter of intent from Canaccord to vote in favour
29/11/2024 07:00
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RNS Number : 1028O Fortress Investment Group (UK) Ltd 29 November 2024
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
FOR IMMEDIATE RELEASE
29 November 2024
Disclosure under Rule 2.10(a) of the Code in respect of the
RECOMMENDED ACQUISITION
OF
Loungers PLC
by
CF EXEDRA BIDCO LIMITED
(a newly formed company indirectly owned by funds and accounts managed or
advised by affiliates of FORTRESS INVESTMENT GROUP, LLC)
Letter of intent provided by Canaccord Genuity Asset Management to vote in
favour of the Acquisition
On 28 November 2024, the boards of directors of Loungers plc ("Loungers") and
CF Exedra Bidco Limited ("Bidco") made an announcement pursuant to Rule 2.7 of
the Code (the "Rule 2.7 Announcement") that they had reached agreement on the
terms and conditions of a recommended acquisition by Bidco of the entire
issued and to be issued share capital of Loungers (the "Acquisition"), which
is intended to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006.
Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Rule 2.7 Announcement.
In accordance with Rule 2.10 of the Takeover Code, Bidco is pleased to
announce that, following the Rule 2.7 Announcement, it has procured a
non-binding letter of intent from Canaccord Genuity Asset Management to vote
in favour of the Acquisition in respect of, in aggregate, 1,755,500 Loungers
Shares, representing approximately 1.7 per cent. of the existing issued
ordinary share capital of Loungers as at 28 November 2024 (being the last
Business Day prior to the date of this announcement).
In total therefore, together with the irrevocable undertakings included in the
Rule 2.7 Announcement, Bidco has procured irrevocable undertakings, and a
non-binding letter of intent, in respect of, in aggregate, 43,529,702 Loungers
Shares, representing approximately 41.9 per cent. of the existing issued
ordinary share capital of Loungers as at 28 November 2024 (being the last
Business Day prior to the date of this announcement).
Enquiries:
HSBC Bank plc (Financial Adviser to Bidco) +4 (tel:%20+4) 4 (0)20 7991 8888
Anthony Parsons
David Plowman
Christopher Fincken
Alex Thomas
Alina Vaskina (Corporate Broking)
Cardew Group (Communications adviser to Bidco) +44 7738 724 630
Ed Orlebar (ed.orlebar@cardewgroup.com)
+44 7552 864 250
Olivia Rosser (olivia.rosser@cardewgroup.com)
Important notices relating to financial advisers
HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting as financial
adviser exclusively for Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco for
providing the protections afforded to clients of HSBC, or for providing advice
in relation to the Acquisition or any other matters referred to in this
announcement. Neither HSBC nor any of its group undertakings or 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 HSBC in connection with this announcement
or any matter referred to herein.
Overseas Shareholders
This announcement has been prepared in accordance with, and for the purpose of
complying with, the laws of England and Wales, the Takeover Code, the Market
Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency
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 England and Wales.
The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions.
The availability of the Acquisition to Loungers Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Loungers Shares with respect to
the Scheme at the Court Meeting, or to execute and deliver forms of proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable 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, participation in 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 Acquisition by any such
use, means, instrumentality or 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 any formal
documentation 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 any Restricted Jurisdiction and persons receiving this
announcement and all such documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any means or
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 and the Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Notice to US investors in Loungers
Loungers Shareholders in the United States should note that the Acquisition
relates to the shares of an English company with a quotation on AIM and is
proposed to be made by means of a scheme of arrangement provided for under,
and which is governed by, the laws of England and Wales. If the Acquisition is
carried out under the Scheme, it is expected that any Rollover Units issued
pursuant to the Acquisition would be issued in reliance upon the exemption
from the registration requirements under the US Securities Act provided by
Section 3(a)(10) thereof and would not be registered under the US Securities
Act. Securities issued pursuant to the Scheme will not be registered under any
laws of any state, district or other jurisdiction of the United States, and
may only be issued to persons resident in such state, district or other
jurisdiction pursuant to an exemption from the registration requirements of
such laws.
Neither proxy solicitation rules nor the tender offer rules under the US
Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to
the disclosure and procedural requirements and practices applicable in the
United Kingdom to schemes of arrangement which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. If, in the
future, Bidco exercises the right to implement the Acquisition by way of an
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.
Such an Offer would be made in the United States by Bidco and no one else. In
accordance with normal United Kingdom practice and consistent with Rule 14e-5
under the US Exchange Act, Bidco, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Loungers outside such Offer during the
period in which such Offer would remain open for acceptance. If such purchases
or arrangements to purchase were to be made they would be made outside the US
either in the open market at prevailing prices or in private transactions at
negotiated prices and would comply with applicable law, including, to the
extent applicable, the US Exchange Act. Any information about such purchases
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) .
The financial information included in this announcement and the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the Offer
Document) has been or will have been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may not be
comparable to the financial information of US companies or companies whose
financial statements are prepared in accordance with IFRS in the United
States.
The receipt of consideration by a US holder for the transfer of its Loungers
Shares pursuant to the Acquisition may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as well as non-US
and other, tax laws. Each Loungers Shareholder is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US federal,
state and local, as well as non-US and other, tax laws.
It may be difficult for US holders of Loungers Shares to enforce their rights
and any claim arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the securities laws of the United
Kingdom, since Bidco and Loungers are incorporated in a non-US jurisdiction,
and some or all of their officers and directors may be residents of countries
other than the United States. US holders of Loungers Shares may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of the 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.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available and other documents required to be published under Rule
26 of the Takeover Code will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Loungers' website at https://loungers.co.uk and Fortress' website at
https://www.fortress.com/loungers-offer by no later than 12 noon (London time)
on the first Business Day following the date of this announcement. For the
avoidance of doubt, neither the contents of these websites nor any website
accessible from hyperlinks is incorporated into or forms part of this
announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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