Scheme Document and Grant of Share Options
17/12/2024 07:00
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RNS Number : 3764Q Loungers PLC 17 December 2024
Loungers plc
17 December 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 OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 December 2024
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"))
PUBLICATION OF SCHEME DOCUMENT
AND
NOTIFICATION OF SHARE AWARDS TO LOUNGERS DIRECTORS AND OTHER PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES
Publication of Scheme Document
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).
Loungers is pleased to announce that the scheme document containing the full
terms and conditions of the Acquisition (the Scheme Document) is being
published and sent today to Loungers Shareholders and, for information only,
to persons with information rights and participants in the Loungers Share
Plans. Forms of Proxy for the Court Meeting and General Meeting and a Scheme
Shares Form of Election in relation to the Alternative Offer are also being
published and sent today to Loungers Shareholders who hold Loungers Shares in
certificated form.
In addition, joint letters from Loungers and Bidco are being sent today to
participants in the Loungers Share Plans regarding the effect of the
Acquisition on their rights under the Loungers Share Plans and the
arrangements applicable to them and, where required, setting out an
appropriate proposal pursuant to Rule 15 of the Takeover Code (the Share Plan
Letters). The Share Plan Letters will be made available on Loungers' website
at https://loungers.co.uk/offer-documentation
(https://loungers.co.uk/offer-documentation) .
The Scheme Document and related documents will (subject to certain
restrictions relating to persons in, or resident in, Restricted Jurisdictions)
be made available on Loungers' website at
https://loungers.co.uk/offer-documentation
(https://loungers.co.uk/offer-documentation) . The Scheme Document sets out,
among other things, a letter from the chairman of Loungers, an explanatory
statement pursuant to section 897 of the Companies Act 2006, the full terms
and conditions of the Scheme, an expected timetable of principal events,
notices of the Court Meeting and General Meeting and details of the actions to
be taken by Loungers Shareholders.
Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Scheme Document. All references in this
announcement to times are to London time unless otherwise stated.
Recommendation
The Loungers Directors, who have been so advised by Houlihan Lokey UK Limited
(Houlihan Lokey) as to the financial terms of the Cash Offer, consider the
terms of the Cash Offer to be fair and reasonable. In providing its advice to
the Loungers Directors, Houlihan Lokey has taken into account the commercial
assessments of the Loungers Directors. Houlihan Lokey is providing independent
financial advice to the Loungers Directors for the purposes of Rule 3 of the
Takeover Code.
Accordingly, the Loungers Directors unanimously recommend that Loungers
Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting as the Loungers Directors who
are interested in Loungers Shares have irrevocably undertaken to do (or
procure to be done) in respect of their own beneficial holdings, being, in
aggregate, 7,759,526 Loungers Shares (representing approximately 7.5 per cent.
of the issued ordinary share capital of Loungers as at close of business on 16
December 2024, being the latest practicable date prior to publication of this
announcement.
As an alternative to the Cash Offer, Eligible Scheme Shareholders may also
elect for the Alternative Offer in respect of some or all of their Loungers
Shares. Houlihan Lokey is unable to advise the Loungers Directors as to
whether or not the financial terms of the Alternative Offer are fair and
reasonable. Accordingly, the Loungers Directors are unable to form an opinion
as to whether or not the terms of the Alternative Offer are fair and
reasonable and are not making any recommendation to Loungers Shareholders as
to whether or not they should elect for the Alternative Offer.
Notices of the Court Meeting and General Meeting and actions required
As described in the Scheme Document, in order to become Effective the Scheme
will require, among other things, the approval at the Court Meeting of a
majority in number of the Scheme Shareholders present and voting in person or
by proxy, representing not less than 75 per cent. in value of the Scheme
Shares held by such Scheme Shareholders, the passing of the Resolution, among
other things, to implement the Scheme at the General Meeting by the requisite
majority of Loungers Shareholders at such General Meeting and the subsequent
sanction of the Scheme by the Court. The Scheme is also subject to the
satisfaction or waiver of the Conditions and to further terms that are set out
in the Scheme Document.
Notices of the Court Meeting and the General Meeting, which will be held at
the offices of Loungers at 26 Baldwin Street, Bristol, BS1 1SE on 30 January
2025, are set out in the Scheme Document. The Court Meeting will commence at
9.00 a.m. and the General Meeting at 9.15 a.m. (or, if later, as soon as the
Court Meeting has concluded or been adjourned).
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is fair
representation of the opinion of Scheme Shareholders. Scheme Shareholders are
therefore strongly encouraged to submit proxy appointments and instructions
for the Court Meeting and the General Meeting as soon as possible, using any
of the methods (by post, by hand, online or through CREST) set out in the
Scheme Document. Doing so will not prevent a Scheme Shareholder from
attending, speaking and voting in person at the Court Meeting or the General
Meeting, or any adjournment thereof, if that Scheme Shareholder wishes and is
entitled to do so.
Expected Timetable of Principal Events
The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also attached as an Appendix to this
announcement. Subject to obtaining the necessary approvals of the Scheme
Shareholders at the Court Meeting, Loungers Shareholders at the General
Meeting, the satisfaction or, where applicable, the waiver of the other
Conditions (as set out in the Scheme Document) and the sanction of the Court,
the Scheme is expected to become effective on or around 11 February 2025.
If any of the key dates and/or times set out in the expected timetable change,
Loungers will give notice of this change by issuing an announcement through a
Regulatory Information Service with such announcement being made available on
Loungers' website at https://loungers.co.uk/offer-documentation
(https://loungers.co.uk/offer-documentation) .
Cancellation of admission to trading of the Loungers Shares
If the Scheme becomes Effective, it is expected that the last day of dealings
in, and registration of transfers of, Loungers Shares on AIM will be the
Business Day after the Court Sanction Hearing and no transfers will be
registered after 6.00p.m. on that date. Dealings in Loungers Shares will be
suspended from 7.30 a.m. on the second Business Day after the Court Sanction
Hearing, which is currently expected to take place on 7 February 2025. It is
intended that before the Effective Date, an application will be made to the
London Stock Exchange for Loungers Shares to cease to be admitted to trading
on AIM, to take effect at 8.00 a.m. on the Business Day immediately following
the Effective Date.
It is also intended that, as soon as possible after the Effective Date and
after its shares cease to be traded on AIM, Loungers will be re-registered as
a private limited company under the relevant provisions of the Companies Act.
Shareholder helpline
If you have any questions in relation to this announcement, the Scheme
Document, the Court Meeting or the General Meeting, or the completion and
return of the Forms of Proxy or the Scheme Shares Form of Election, please
telephone Link Group on +44 (0) 371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls from outside the UK
will be charged at the applicable international rate. The helpline is open
between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Group cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for security and
training purposes.
Notification of share awards to Loungers Directors and other persons
discharging managerial responsibilities ("PDMRs")
Loungers also announces that, on 16 December 2024, incentive awards were
granted over Loungers Shares under the Loungers plc Senior Management
Restricted Share Plan to the following Loungers Directors and PDMRs (the "PSP
Awards").
Name Position Number of Shares granted under PSP Awards
Alex Reilley Founder Chairman 90,090
Nick Collins Chief Executive Officer 218,790
Stephen Marshall Chief Financial Officer 129,464
Justin Carter Group Managing Director 82,143
Guy Youll Chief People Officer 78,000
Kate Eastwood Lounge Managing Director 60,714
Lucy Knowles Cosy Club Managing Director 59,429
The remuneration committee of the Loungers Board would, in the ordinary
course, have granted the PSP Awards in July 2024, following the announcement
of Loungers' audited accounts for the 53 weeks to 21 April 2024. However, this
was not possible due to the then ongoing sale process which resulted in the
announcement on 28 November 2024 of the Acquisition.
The effective grant of the PSP Awards has therefore been backdated to 25 July
2024.
The PSP Awards have been granted in the form of nil-cost share options and in
accordance with the performance conditions as set out in Loungers' FY23
Annual Report and Accounts. A portion of the PSP Awards will vest on the
date of Court Sanction, based on time pro-rating. Assuming Court Sanction
takes place as expected on 7 February 2025, time pro-rating will apply such
that 19.44% of the PSP Awards will vest.
The PSP Awards have been granted with the consent of Fortress.
The notification below, made in accordance with the requirements of the UK
Market Abuse Regulation, provides further detail:
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1. Alex Reilley
2. Nick Collins
3. Stephen Marshall
4. Justin Carter
5. Guy Youll
6. Kate Eastwood
7. Lucy Knowles
2 Reason for the notification
a) Position/status 1. Founder Chairman
2. Chief Executive Officer
3. Chief Financial Officer
4. Group Managing Director
5. Chief People Officer
6. Lounge Managing Director
7. Cosy Club Managing Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Loungers plc
b) LEI 213800FA4HQ339CRNN34
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of £0.01 each
Identification code
ISIN: GB00BH4JR002
b) Nature of the transaction Grant of PSP Awards under the Loungers plc
Senior Management Restricted Share Plan.
c) Price(s) and volume(s) Price(s) Volume(s)
1. Nil 1. 90,090
2. Nil 2. 218,790
3. Nil 3. 129,464
4. Nil 4. 82,143
5. Nil 5. 78,000
6. Nil 6. 60,714
7. Nil 7. 59,429
d) Aggregated information: - 718,630
- Aggregated volume - Nil
- Price
e) Date of the transaction 16 December 2024
f) Place of the transaction Outside of a trading venue
d)
Aggregated information:
- Aggregated volume
- Price
- 718,630
- Nil
e)
Date of the transaction
16 December 2024
f)
Place of the transaction
Outside of a trading venue
Enquiries:
Loungers +44 (0)117 930 9771
Nick Collins
Stephen Marshall
Houlihan Lokey UK Limited (Financial Adviser to Loungers)
Sam Fuller +44 (0)20 7389 3355
Tim Richardson
Tom Barnard
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) +44 (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 (mailto: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.
Rule 2.7(c)(xiii)
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.
Rule 26.1(b)Rule 2.7(c)(xiii)
Rule 26.1(b)
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.
Rule 30.3(e)
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,
Link Group 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 Link Group. 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 Link
Group 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.
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times. All dates and times, other than those
relating to the Court Meeting and the General Meeting, are based on Loungers'
and Bidco's current expectations and are subject to change. If any of the
dates and/or times in this expected timetable change, the revised dates and/or
times will be notified to Loungers Shareholders by announcement through a
Regulatory Information Service, with such announcement being made available on
Loungers' website at https://loungers.co.uk/offer-documentation
(https://loungers.co.uk/offer-documentation) and on Fortress' website at
https://www.fortress.com/loungers-offer.
Event Expected time/date((1))
Latest time for lodging Forms of Proxy for:
Court Meeting (BLUE form) 9.00 a.m. on 28 January 2025((2))
General Meeting (WHITE form) 9.15 a.m. on 28 January 2025((2))
Scheme Voting Record Time 6.00 p.m. on 28 January 2025 ((3))
Court Meeting 9.00 a.m. on 30 January 2025
General Meeting 9.15 a.m. on 30 January 2025 ((4))
The following dates are indicative only and subject to change((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
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((6))
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 BLUE Form of Proxy for the Court Meeting, if not received
by the time stated above (or, if the Court Meeting is adjourned, 48 hours
(excluding any day which is not a Business Day) before the adjourned Court
Meeting), may be handed to a representative of Link Group, on behalf of the
Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before
the start of that Meeting. However, in order to be valid, the WHITE Form of
Proxy must be received no later than 9.15 a.m. (London time) on 28 January
2025 (or, if the General Meeting is adjourned, 48 hours (excluding any day
which is not a Business Day) before the time fixed for the adjourned General
Meeting). Please see "Action to be taken" on pages 12 to 18 and paragraph 22
of Part II (Explanatory Statement) of the Scheme Document.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Scheme Voting Record Time for the relevant adjourned Meeting
will be 6.00 p.m. on the date which is two Business Days before the date set
for such adjourned Meeting.
(4) To commence at 9.15 p.m. or as soon thereafter as the Court
Meeting shall have concluded or is adjourned.
(5) 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.
(6) 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).
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