REG - Loungers PLC - Court Sanction of the Scheme

LoungersAnnouncement

07/02/2025 14:00

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RNS Number : 3934W  Loungers PLC  07 February 2025

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 IMMEDIATE RELEASE

7 February 2025

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 ("Fortress"))

being 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, EXERCISE OF OPTIONS AND ADMISSION
TO TRADING ON AIM AND RULE 2.9 ANNOUNCEMENT

 

Court Sanction of the Scheme

 

Loungers plc ("Loungers") is pleased to announce that the High Court of
Justice in England and Wales has today issued the Court Order sanctioning the
Scheme (as modified by the terms of the increased and final offer set out in
the announcement dated 15 January 2025 (the "Increased Offer Announcement"))
pursuant to which the recommended acquisition for the entire issued and to be
issued ordinary share capital of Loungers (the "Acquisition") by CF Exedra
Bidco Limited ("Bidco") is being implemented. The Scheme has become fully
unconditional, subject only to the delivery of a copy of the Court Order to
the Registrar of Companies, which is expected to occur on 11 February 2025.

 

Full details of the Scheme are set out in the scheme document published on 17
December 2024 (the "Scheme Document") as modified by the terms of the
Increased Offer Announcement.

 

Unless otherwise defined, all capitalised terms in this announcement shall
have the meaning given to them in the Scheme Document (as modified by the
terms of the Increased Offer Announcement).

 

 

Next steps

 

Loungers confirms that the Scheme Record Time will be 6.00 p.m. on 10 February
2025. No transfers of Loungers Shares will be registered after this time.

 

A request has been made for the suspension of trading of Loungers Shares on
AIM  with effect  from 7.30 a.m. on 11 February 2025. The last day of
dealings in Loungers Shares will therefore be 10 February 2025 and, once
suspended, it is not expected that trading in Loungers Shares will recommence.

 

It is expected that, subject to the Scheme becoming Effective on 11 February
2025, the cancellation of the admission to trading of Loungers Shares on AIM
will become effective from 7.00 a.m. on 12 February 2025.

 

A further announcement will be made once the Scheme has become Effective.

 

 

Exercise of options and admission to trading on AIM

 

Following the issue of the Court Order sanctioning the Scheme (as modified by
the terms of the Increased Offer Announcement), outstanding options and
conditional share awards under the Loungers Share Plans have vested and become
unconditionally exercisable. Loungers confirms that 5,067,957 Loungers Shares
will be allotted and issued to satisfy both the vesting of share awards and
the exercise of options (where so opted for by the option holders) held by the
participants in the Loungers Share Plans (including certain directors of
Loungers) (the "Plan Shares").

 

Loungers confirms that the issue of 239,656 of the Plan Shares will be
satisfied by the issue and allotment of the balance of the Loungers Shares
under the Block Admission arrangements for Loungers Restricted Share Plan.

 

In addition, an application has been made to the London Stock Exchange for
4,828,301 of the Plan Shares to be admitted to trading on AIM ("Admission")
and it is expected that Admission will become effective on or around 8.00 a.m.
on 10 February 2025.

 

Rule 2.9 of the Takeover Code

 

In accordance with Rule 2.9 of the Takeover Code, Loungers confirms that,
following Admission, Loungers will have in issue 109,223,348 Loungers Shares
with 195,000 Loungers Shares held in treasury. Therefore, the total number of
voting rights in Loungers will be 109,028,348. The ISIN reference for the
Ordinary Shares is GB00BH4JR002.

 

If any of the expected times and/or dates above change, the revised times
and/or dates will be notified to Scheme Shareholders by announcement through a
Regulatory Information Service, with such announcement being made available on
Bidco's website at  https://www.fortress.com/loungers-offer
(https://www.fortress.com/loungers-offer) and Loungers' website at
 https://loungers.co.uk/offer-documentation
(https://loungers.co.uk/offer-documentation) .

 

 Enquiries
 HSBC Bank plc (Financial Adviser to Bidco)

 Anthony Parsons                                            +44 (0)20 7991 8888

 David Plowman

 Christopher Fincken

 Alex Thomas

 Alina Vaskina (Corporate Broking)

 Cardew Group (Communications Adviser to Fortress)

                                                                   +44 7738 724 630

 Ed Orlebar (ed.orlebar@cardewgroup.com)                           +44 7552 864 250

 Olivia Rosser (olivia.rosser@cardewgroup.com)

 fortress@cardewgroup.com
 Loungers

 Nick Collins                                               +44 (0)117 930 9771

 Stephen Marshall
 Houlihan Lokey UK Limited (Financial Adviser to Loungers)

 Sam Fuller                                                  +44 (0)20 7839 3355

 Tim Richardson

 Tom Barnard
 Panmure Liberum Limited (Joint Broker to Loungers)

 Andrew Godber                                               +44 (0)20 3100 2000

 Rupert Dearden

 William King

 Peel Hunt LLP (Joint Broker to Loungers)

 Dan Webster                                                 +44 (0)20 7418 8900

 Sohail Akbar

 Andrew Clark

 Sodali & Co (PR Adviser to Loungers)

 Rob Greening                                               +44 (0)20 7250 1446

 Russ Lynch

 

 

 

Slaughter and May is acting as legal adviser to Bidco.

 

Jones Day is acting as legal adviser to Loungers.

 

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.

 

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
as financial adviser exclusively for Loungers and no one else in connection
with the Acquisition and will not be responsible to anyone other than Loungers
for providing the protections afforded to clients of Houlihan Lokey or for
providing advice in relation to the Acquisition or any other matters referred
to in this announcement. Neither Houlihan Lokey 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 Houlihan Lokey in connection with this
announcement, any statement contained herein or otherwise.

 

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as corporate broker exclusively
for Loungers and no one else in connection with the Acquisition and the
matters set out in this announcement. Panmure Liberum will not regard any
other person as its client in relation to the Acquisition or any other matter
or arrangement set out in this announcement and will not be responsible to
anyone other than Loungers for providing the protections afforded to clients
of Panmure Liberum, nor for providing advice in relation to the Acquisition or
any other matter or arrangement referred to in this announcement. Neither
Panmure Liberum nor any of its affiliates (nor their respective directors,
officers, employees or agents) 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 Panmure
Liberum in connection with the Acquisition, this announcement, any statement
contained herein or otherwise. No representation or warranty, express or
implied, is made by Panmure Liberum as to the contents of this announcement.

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as corporate broker exclusively for Loungers and
no one else in connection with the Acquisition and the matters set out in this
announcement. Peel Hunt will not regard any other person as its client in
relation to the Acquisition or any other matter or arrangement set out in this
announcement and will not be responsible to anyone other than Loungers for
providing the protections afforded to clients of Peel Hunt, nor for providing
advice in relation to the Acquisition or any other matter or arrangement
referred to in this announcement. Neither Peel Hunt nor any of its affiliates
(nor their respective directors, officers, employees or agents) 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 Acquisition,
this announcement, any statement contained herein or otherwise. No
representation or warranty, express or implied, is made by Peel Hunt as to the
contents of this announcement.

 

Further information
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to buy any securities, any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made and implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of what action is required from Loungers Shareholders in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).

This announcement does not constitute a prospectus or prospectus equivalent
document.

This announcement has been prepared for the purposes of complying with English
law, the rules of the London Stock Exchange, the Listing Rules and the City
Code on Takeovers and Mergers and the 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 and regulations of any jurisdictions
outside the United Kingdom.

 

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 are 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.

 

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.

 

Cautionary Note Regarding 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 and Loungers contain certain statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of Bidco
and/or Loungers (as the case may be) about future events, and are therefore
subject to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements.

 

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning or
derivatives thereof. These statements are based on assumptions and assessments
made by Loungers and/or Bidco in light of their experience and their
perception of historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to events and
depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements. Among
the factors that could cause actual results to differ materially from those
described in the forward-looking statements, include but are not limited to:
the ability to complete the Acquisition, the ability to obtain requisite
regulatory and shareholder approvals and changes in the global, political,
economic, business, competitive, market and regulatory forces, financial
regulatory matters, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions.

 

Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this announcement. Neither Loungers nor Bidco assumes
any obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.

 

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.

 

No profit forecasts, estimates or quantified benefits statements

 

No statement in this announcement is intended to constitute a profit forecast,
profit estimate or quantified benefits statement for any period and no
statement in this announcement should be interpreted to mean that the earnings
or future earnings per share of or dividends or future dividends per share of
Loungers for the current or future financial years will necessarily match or
exceed the historical published earnings or earnings per share or dividends
per share of Loungers.

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Takeover Code, Loungers Shareholders,
persons with information rights and participants in Loungers Share Plans may
request a hard copy of this announcement by contacting Loungers' registrars,
MUFG Corporate Markets (UK) Limited (formerly known as Link Market Services
Limited) ("MUFG CM") 10th Floor, Central Square, 29 Wellington Street, Leeds,
United Kingdom, LS1 4DL, between 9.00 a.m. to 5.30 p.m. (London time) Monday
to Friday (except public holidays in England and Wales) by calling +44 345 922
0044 or by submitting a request in writing to MUFG CM. 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. Please
note that MUFG CM cannot provide any financial, legal or tax advice and 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.

 

Electronic Communications

 

Please be aware that addresses, electronic addresses and certain other
information provided by Loungers Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Loungers 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 of the Takeover Code.

 

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.

 

General

 

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

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