REG - Loungers PLC - Results of Court Meeting and General Meeting

LoungersAnnouncement

30/01/2025 17:00

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RNS Number : 3492V  Loungers PLC  30 January 2025

Loungers plc

 

30 January 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

 

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"))

to be implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006

 

RESULTS OF COURT MEETING AND GENERAL MEETING

 

On 28 November 2024, the boards of directors of Loungers plc ("Loungers") and
CF Exedra Bidco Limited ("Bidco"), a newly-formed company indirectly owned by
funds and accounts managed or advised by affiliates of Fortress, announced
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"). The Acquisition is to be effected by means of a
Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").

 

A scheme document setting out the full details of the Scheme was sent to
Loungers Shareholders on 17 December 2024 (the "Scheme Document"). Unless
otherwise defined, all capitalised terms in this announcement shall have the
meanings given to them in the Scheme Document.

 

On 15 January 2025, the boards of directors of Loungers and Bidco announced
that they had reached an agreement on the terms of an increased recommended
offer by Bidco for the entire issued and to be issued share capital of
Loungers (the "Increased and Final Offer") (the "Increased Offer
Announcement").

 

The board of directors of Loungers is pleased to announce that, at the Court
Meeting and the General Meeting (the "Meetings") convened in relation to the
Scheme and held earlier today, all resolutions proposed, details of which are
set out in the notices of the Meetings contained in Parts XII and XIII of the
Scheme Document, were passed by the requisite majorities and accordingly the
Scheme was approved.

 

A majority in number of the Scheme Shareholders who voted and were entitled to
vote (either in person or by proxy), representing not less than 75 per cent.
in value of the Scheme Shares held by such Scheme Shareholders approved the
Scheme at the Court Meeting.

 

The requisite majority of Loungers Shareholders voted at the General Meeting
to pass the Resolution to approve the implementation of the Scheme, including
 the amendment of Loungers' articles of association and, subject to the
Scheme becoming effective, the re-registration of Loungers as a private
limited company and to authorise the directors of Loungers to take all such
action as they may consider necessary or appropriate for carrying the Scheme
into effect.

 

The total number of Loungers Shares in issue at the Scheme Voting Record Time
was 104,155,391. 195,000 Loungers Shares were held in treasury. Consequently,
the total voting rights in Loungers at the Scheme Voting Record Time were
103,960,391.

 

Voting results of the Court Meeting

 

The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder, present in person or by proxy, was entitled to one vote
per Scheme Share held at the Scheme Voting Record Time:

 

 

 Results of Court Meeting  Number of Scheme Shares voted  % of Scheme Shares voted (2 d.p.)  Number of Scheme Shareholders who voted*  % of Scheme Shareholders who voted (2 d.p.)*  Number of Scheme Shares voted as a % of the issued ordinary share capital
                                                                                                                                                                                     eligible to be voted at the Court Meeting (2 d.p.)
 FOR                       83,586,400                     93.47%                             92                                        85.19%                                        80.40%
 AGAINST                   5,837,753                      6.53%                              16                                        14.81%                                        5.62%
 TOTAL                     89,424,153                     100%                               98                                        100%                                          86.02%

( )

(*)Ten Scheme Shareholders cast some of their votes "for" and some of their
votes "against" the resolution and have been counted as having voted both
"for" and "against" the resolution for the purposes of determining the
percentage of Scheme Shareholders who voted.

 

Voting results of the General Meeting

 

The table below sets out the results of the poll at the General Meeting. Each
Loungers Shareholder, present in person or by proxy, was entitled to one vote
per Loungers Share held at the Scheme Voting Record Time:

 

 Special Resolution  No. of Loungers Shares voted  % of votes cast (2 d.p.)
 FOR                 82,820,259                    93.52%
 AGAINST             5,738,004                     6.48%
 TOTAL               88,558,263                    100%
 WITHHELD*           45,203                        0.00%

*A withheld vote is not a vote in law and, accordingly, is not counted in the
calculation of the proportion of votes "For" and "Against" the resolution
concerned. Any proxy appointments which gave discretion to the Chairman have
been included in the vote "For" total.

 

Effective Date and Timetable

 

The outcome of today's Court Meeting and General Meeting means that Conditions
2(a) and 2(b) (as set out in Part A of Part III of the Scheme Document) have
been satisfied.

 

The Scheme remains subject to the sanction by the Court at the Court Sanction
Hearing and the satisfaction (or, where applicable, waiver) of the other
Conditions to the Scheme and the Acquisition (as set out in Part A of Part III
of the Scheme Document). The Court Sanction Hearing is scheduled to take place
on 7 February 2025.

 

The expected timetable of principal events for the implementation of the
Scheme remains as set out in appendix 1 to the Increased Offer Announcement
and is also set out below:

 

 

 Event                                                                           Expected time/date((1))
 Court Sanction Hearing                                                          7 February 2025
 Election Return Time for the Scheme Shares Form of Election (GREEN form)        6.00 p.m. on the date of the Court Sanction Hearing((2))
 Last day of dealings in, and for registration of transfers of, Loungers Shares  10 February 2025
 Scheme Record Time                                                              6.00 p.m. on 10 February 2025
 Disablement of CREST in respect of Loungers Shares                              6.00 p.m. on 10 February 2025
 Suspension of dealings in Loungers Shares                                       by 7.30 a.m. on 11 February 2025
 Effective Date of the Scheme                                                    11 February 2025
 Cancellation of admission of Loungers Shares to trading on AIM                  By 7.00 a.m. on 12 February 2025
 Latest date for despatch of cheques and crediting of CREST for cash             14 days after the Effective Date
 consideration due under the Scheme
 Latest date for issue of share certificates in respect of Rollover Units due,   14 days after the Effective Date
 subject to the implementation of the Rollover Process, under the Alternative
 Offer
 Long Stop Date                                                                  11.59 p.m. on 28 August 2025((3))

 

Notes:

(1)       The times and dates are indicative only and will depend on, among
other things, the dates upon which (i) the Court sanctions the Scheme, and
(ii) a copy of the Court Order sanctioning the Scheme is delivered to the
Registrar of Companies.

(2)        The Election Withdrawal Deadline will be the later of (i) the
Election Return Time and (ii) such other date and time as Bidco and Loungers
may agree.

(3)     The latest time and date by which the Scheme must become Effective,
which may be extended by agreement between Loungers and Bidco with the Panel's
consent and as the Court may approve (if such approval(s) are required).

 

Subject to obtaining the approval of the Court, and the satisfaction or, where
applicable, the waiver of the other Conditions (as set out in the Scheme
Document), the Scheme is expected to become effective on 11 February 2025.

 

If any of the key dates set out in the timetable change, Loungers will give
notice of this change by issuing an announcement through a Regulatory
Information Service and by making such announcement available on Loungers'
website at https://loungers.co.uk/offer-documentation/
(https://loungers.co.uk/offer-documentation/) .

 

 

Enquiries:

 Loungers                                                   +44 (0)117 930 9771

 Nick Collins

Stephen Marshall

 Houlihan Lokey UK Limited (Financial Adviser to Loungers)

 Sam Fuller

Tim Richardson

Tom Barnard                                               +44 (0)20 7389 3355

 Panmure Liberum Limited (Joint Broker to Loungers)         +44 (0)20 3100 2000

 Andrew Godber

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

Russ Lynch                                                +44 (0)20 7250 1446

 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 Fortress)          +44 7738 724 630

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

Olivia Rosser (olivia.rosser@cardewgroup.com)

fortress@cardewgroup.com

 

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.

 

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.

 

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.

Bidco reserves the right to elect to implement the Acquisition by way of an
Offer as an alternative to the Scheme (subject to the Panel's consent and the
terms of the Co-operation Agreement). In such event, the Acquisition would be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme, subject to appropriate amendments to reflect,
among other things, the change in method of effecting the Acquisition
(including, without limitation: (i) the inclusion of an acceptance condition
set at 90 per cent. of the Loungers Shares to which such Offer relates (or
such other percentage as Bidco may, subject to the rules of the Takeover Code
and the terms of the Co-operation Agreement and with the consent of the Panel,
decide); and (ii) those required by, or deemed appropriate by, Bidco under
applicable law, including US securities laws). Further, Bidco has agreed under
the Co-operation Agreement that, if sufficient acceptances of such Offer are
received and/or sufficient Loungers Shares are otherwise acquired, it will
apply the provisions of the Companies Act 2006 to acquire compulsorily any
outstanding Loungers Shares to which such offer relates.

 

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. 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.

 

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.

 

Dealing and Opening Position Disclosure Requirements

 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. 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 p.m. (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th) 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 Takeover Code, any person who is, or becomes,
interested in one per cent. 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, 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 p.m. (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 Panel's website at
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.

 

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.

 

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") 10(th) Floor, Central Square, 29 Wellington Street, Leeds,
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. 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
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.

 

General

 

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco has agreed under the Co-operation Agreement to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act
2006 so as to acquire compulsorily the remaining Loungers Shares in respect of
which the Offer has not been accepted.

 

 

Investors should be aware that Bidco may purchase Loungers Shares otherwise
than under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

 

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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