REG - French Connection - De-Listing & Cancellation of French Connection

WH IrelandAnnouncement

08/11/2021 09:15

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RNS Number : 6353R  French Connection Group PLC  08 November 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

8 November 2021

RECOMMENDED ACQUISITION

of

FRENCH CONNECTION GROUP PLC ("French Connection")

by

MIP HOLDINGS LTD ("MIP")

a newly incorporated entity directly owned and controlled by Apinder Singh
Ghura, Amarjit Singh Grewal and KJR Brothers Limited

DE-LISTING AND CANCELLATION OF TRADING OF FRENCH CONNECTION GROUP PLC SHARES

On 4 October 2021, the boards of French Connection and MIP announced that they
had agreed the terms of a recommended cash acquisition under which MIP will
acquire the entire issued and to be issued share capital of French Connection
not currently owned by Apinder Singh Ghura (the "Acquisition") to be
implemented by way of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act (the "Scheme"). The circular in relation to the Scheme
(the "Scheme Document") was posted to French Connection Shareholders on 9
October 2021. Full details of the Acquisition are set out in the Scheme
Document. Capitalised terms used but not otherwise defined in this
announcement have the meaning given to them in the Scheme Document.

 

Further to the announcement made by French Connection this morning, French
Connection today confirms that, following an application by French Connection,
the Financial Conduct Authority has cancelled the listing of French Connection
Shares on the premium listing segment of the Official List and the London
Stock Exchange has cancelled the trading of French Connection Shares on the
London Stock Exchange's main market for listed securities, in each case with
effect from 8:00 a.m. (London time) today, 8 November 2021.

 

 Enquiries:
 MIP
 Apinder Singh Ghura
 via Walbrook PR (public relations adviser to MIP)                           Tel: +44 (0) 20 7933 8787
 Paul McManus

 info@walbrookpr.com (mailto:info@walbrookpr.com)
 French Connection Group PLC                                                 Tel: +44 (0) 20 7036 7063
 Neil Williams, Chief Operating Officer

 Lee Williams, Chief Financial Officer
 WH Ireland (Financial Adviser and Corporate Broker to French Connection)    Tel: +44 (0) 20 7220 1666
 Adrian Hadden
 Ben Good
 Paternoster Communications (public relations adviser to French Connection)  Tel: +44 (0) 20 3012 0241
 Tom Buchanan

 

Shoosmiths LLP is acting as legal adviser to MIP. Clifford Chance LLP is
acting as legal adviser to French Connection.

Important Notices

 

WH Ireland, which is authorised and regulated in the UK by the FCA, is acting
as financial adviser and broker exclusively for French Connection and no one
else in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than French
Connection for providing the protections afforded to clients of WH Ireland,
nor for providing advice in relation to any matter referred to herein.

 

This announcement is for information purposes only and is not intended to, and
does not constitute, or form part of any offer, invitation, inducement or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of or exercise rights in respect of any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise.

 

In accordance with normal UK practice, MIP or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase French Connection Shares, other than pursuant to the
Acquisition, until the date on which the Scheme (or Takeover Offer, if
applicable) becomes effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK and 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)

 

Overseas shareholders

 

The availability of the Acquisition to Overseas Shareholders and the
distribution of this announcement in, into or from jurisdictions other than
the United Kingdom may be restricted by the laws of those jurisdictions and
therefore persons into whose possession this announcement comes should inform
themselves of, and observe, any such restrictions. Any person (including
without limitation, nominees, trustees and custodians) who would, or otherwise
intends to, forward this announcement, the Scheme Document or any accompanying
document to any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any action. If
any Overseas Shareholder remains in any doubt, it should consult an
appropriate independent professional adviser in its relevant jurisdiction
without delay. In particular, the ability of persons who are not resident in
the United Kingdom to vote their French Connection Shares at the Court Meeting
or the General Meeting or to execute and deliver Forms of Proxy appointing
another to vote their French Connection Shares in respect of the Court Meeting
or the General Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.

 

Failure to comply with any such 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. This announcement has been prepared for the purposes of complying with
the law of England and Wales and the Takeover Code 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 of jurisdictions
outside of England and Wales.

 

Additional information for US investors

 

The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under the law of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the US Exchange
Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme will be subject
to disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement, which are different from the disclosure requirements
of the US tender offer and proxy solicitation rules. The financial information
included in this announcement and the Scheme documentation has been or will
have been prepared in accordance with International Financial Reporting
Standards and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with US GAAP. US GAAP differs in certain significant respects from the
International Financial Reporting Standards. None of the financial information
in this announcement or the Scheme documentation has been audited in
accordance with auditing standards generally accepted in the US or the
auditing standards of the Public Company Accounting Oversight Board (United
States). If MIP were to elect to implement the Acquisition by means of a
Takeover Offer and determines to extend such Takeover Offer into the US, such
Takeover Offer would be made in compliance with applicable US laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the United States by MIP
and no one else.

 

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its French Connection Shares pursuant to the
Scheme will likely be a taxable transaction for US federal income tax purposes
and under applicable US state and local, as well as foreign and other, tax
laws. Each French Connection Shareholder is urged to consult his independent
legal, tax and financial advisers immediately regarding the tax consequences
of the Acquisition applicable to him/her, including under applicable US state
and local, as well as foreign and other, tax laws.

 

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws in connection with the Acquisition,
since MIP and French Connection are located in countries other than the United
States, and some or all of their officers and directors may be residents of
countries other than the United States. US holders may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of 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.

In the event that the Acquisition is implemented by way of Takeover Offer, in
compliance with applicable UK laws, MIP, its dealer manager (and their
advisors or affiliates), or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
shares or other securities of French Connection other than pursuant to such
Takeover Offer during the period in which such Takeover Offer would remain
open for acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase 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) .

 

Neither the Acquisition nor this announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities approved or disapproved or passed judgement upon the fairness
or the merits of the Acquisition, or determined if the information contained
in this announcement is adequate, accurate or complete. Any representation to
the contrary is a criminal offence in the United States.

Publication on a website

This announcement will be available, subject to certain restrictions relating
to persons in Restricted Jurisdictions, on French Connection's website at
www.frenchconnection.com (http://www.frenchconnection.com) by no later than
12.00 noon (London time) on the Business Day following publication of this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

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