TIDMFFI
RNS Number : 3965J
Lumiere Acquisitions Company LLC
16 August 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
16 August 2019
RECOMMED MANDATORY CASH OFFER
by
LUMIERE ACQUISITIONS COMPANY LLC ("LUMIERE")
a wholly owned subsidiary of the 777 Group
for the entire issued and to be issued ordinary share capital
of
FFI HOLDINGS PLC ("FFI")
not already acquired or agreed to be acquired by Lumiere
Acquisitions Company LLC
OFFER CLOSED
Introduction
On 2 July 2019, Lumiere announced that the Independent FFI
Directors and Lumiere had reached agreement on the terms of a
recommended mandatory cash offer to be made by Lumiere for the
entire issued and to be issued ordinary share capital of FFI not
already acquired or agreed to be acquired by Lumiere at a price of
25 pence per FFI Share (the "Offer"). The Offer was made on an
unconditional basis, including as to acceptances.
Further to that announcement, on 26 July 2019, Lumiere posted
the offer document containing the full terms of the Offer and the
procedures for its acceptance (the "Offer Document") to FFI
Shareholders, together with the related forms of acceptance (in
respect of FFI Shares held in certificated form). At the same time,
a Circular and Notice of Availability was distributed by FFI to all
FFI Shareholders in connection with the Delisting, Re-registration
and adoption of New Articles (each term as defined in the Offer
Document).
Immediately prior to the commencement of the Offer Period,
Lumiere held 47,476,547 FFI Shares, representing approximately 30.1
per cent. of the Total FFI Shares and the other members of the
Lumiere Concert Party held 60,489,016 FFI Shares, representing
approximately 38.3 per cent. of the Total FFI Shares, such that the
Lumiere Concert Party held, in aggregate, 107,965,563 FFI Shares,
representing approximately 68.4 per cent. of the Total FFI
Shares.
Offer closure
The deadline for acceptance of the Offer (being 1:00 p.m.
(London Time) on 16 August 2019 as set out in the Offer Document)
has now passed, and as such the Offer is now closed to acceptances
and the Offer Period (as such term is defined in the Offer
Document) has now ended.
Level of acceptances
There are a total of 157,820,243 ordinary shares of 1 pence each
in issue in the capital of FFI ("FFI Shares").
As of 1:00 p.m. (London time) on 16 August 2019, Lumiere has
received valid acceptances in respect of 14,510,730 FFI Shares,
representing approximately 9.2 per cent. of the Total FFI Shares.
Together with FFI Shares acquired by Lumiere other than through the
Offer (as measured as at close of business on 15 August 2019, being
the latest practicable date prior to the release of this
announcement), Lumiere owns 80,397,247 FFI Shares, representing
approximately 50.9 per cent. of the Total FFI Shares.
The other members of the Lumiere Concert Party hold 60,489,016
FFI Shares representing 38.3 per cent. of the Total FFI Shares,
such that the Lumiere Concert Party holds, in aggregate,
140,886,263 FFI Shares, representing approximately 89.3 per cent.
of the Total FFI Shares. There have been no acceptances in respect
of FFI Shares from any person acting in concert with Lumiere.
Other than the FFI Shares as set out above, neither Lumiere nor
any person acting in concert with Lumiere has an interest in, or
right to subscribe for, any relevant securities of FFI, nor do they
hold any short positions in respect of such securities under a
derivative, or any agreement to sell or any delivery obligation in
respect of such securities or right to require another person to
purchase or take delivery in respect of such securities. No
relevant securities have been borrowed or lent by Lumiere or any
person acting in concert with Lumiere.
Irrevocable Commitments
Lumiere and the other members of the Lumiere Concert Party have
irrevocably undertaken in the Concert Party Agreement to vote in
favour of the Delisting, Re-registration and adoption of New
Articles (as set out in the Company Circular) at the FFI General
Meeting scheduled for 10:00 a.m. Pacific Daylight Time ("PDT") /
6:00 p.m. British Summer Time ("BST") on 19 August 2019. The
Lumiere Concert Party now holds, in aggregate, a sufficient number
of FFI Shares to meet the 75% approval threshold required to pass
the resolutions in relation to the Delisting, Re-registration and
adoption of New Articles at the FFI General Meeting. Accordingly,
regardless of votes cast by other FFI Shareholders at the FFI
General Meeting, providing all members of the Lumiere Concert Party
vote at the FFI General Meeting in accordance with the terms of the
Concert Party Agreement, there is certainty that the resolutions in
relation to the Delisting, Re-registration and adoption of New
Articles will be passed and that the Delisting, Re-registration and
adoption of New Articles shall take effect.
Settlement
For acceptances that have been received prior to 1:00 p.m.
(London time) on 16 August 2019 which are valid and complete in all
respects, the cash consideration payable will be settled within 14
days from that date, in the manner described in the Offer
Document.
If you require assistance, please contact Computershare Investor
Services PLC on +44 (0) 370 703 0144. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 8:30 a.m. to 5:00 p.m. (London
Time), Monday to Friday excluding public holidays in England and
Wales. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Offer nor give any financial, legal or tax advice.
Share Purchases
Lumiere may continue to purchase or arrange to purchase FFI
Shares at the Offer Price of 25 pence per FFI Share until the date
that the Delisting shall become effective. FFI Shareholders
interested in selling their FFI Shares in cash should contact
Cantor Fitzgerald Europe on +44 20 7894 7590 who have authority to
make market purchases on behalf of Lumiere (subject to normal
settlement).
Enquiries
Lumiere
Jorge Beruff +1 212 397 6102
Sidney Li +1 305 921 2801
Craven Street Capital Limited (financial adviser to Lumiere)
+44 20 3890 8687
Charles Lens
Donald Sinton
FFI Holdings plc
David Sasso (Head +1 310 275 7323 ext.
of Investor Relations 292
and Public Relations)
finnCap Ltd (financial adviser to FFI) +44 20 7220 0500
Henrik Persson
Julian Blunt
Simon Hicks
Norton Rose Fulbright LLP are retained as legal advisers to
Lumiere.
Goodwin Procter (UK) LLP are retained as legal advisers to
FFI.
Important notices relating to financial advisers and brokers
Craven Street Capital Limited, which is an appointed
representative of Resolution Compliance Limited, which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
Lumiere and no-one else in connection with the Offer and other
matters described in this announcement, and will not be responsible
to anyone other than Lumiere for providing the protections afforded
to clients of Craven Street Capital Limited or for providing advice
in relation to the Offer, the contents of this announcement or any
other matter referred to in this announcement. Craven Street
Capital Limited has given, and not withdrawn, its consent to the
inclusion in this announcement of the references to its name in the
form and context in which it appears.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to FFI and no-one else in connection with the
Offer and other matters described in this announcement, and will
not be responsible to anyone other than FFI for providing the
protections afforded to clients of finnCap Ltd or for providing
advice in relation to the Offer, the contents of this announcement
or any other matter referred to herein. finnCap Ltd has given, and
not withdrawn, its consent to the inclusion in this announcement of
the references to its name and the advice it has given to FFI in
the form and context in which they appear.
Further information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO
SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS OF
THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER
SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN
THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). FFI
SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF
ACCEPTANCE (IF APPLICABLE) CAREFULLY.
FFI Shareholders outside the United Kingdom
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions.
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 Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Accordingly, copies of this announcement, the Offer Document, the
form of acceptance and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into any Restricted Jurisdiction and
persons in such Restricted Jurisdictions receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
The receipt of cash pursuant to the Offer by FFI Shareholders
may be a taxable transaction under applicable national, state or
local, as well as foreign and other, tax laws. Each FFI Shareholder
is urged to consult its independent professional adviser regarding
the tax consequences of accepting the Offer.
This announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange 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
England and Wales.
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of any Restricted Jurisdiction and the Offer
will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, copies of this announcement and any
other related document will not be, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into any
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, the Lumiere Concert Party and other information published by
Lumiere and FFI may contain certain statements that are or may be
deemed to be forward looking with respect to the financial
condition, results of operation(s) and business of Lumiere and/or
FFI and certain plans and objectives of the Independent FFI
Directors and the Lumiere Directors with respect thereto. These
forward-looking statements can be identified by the fact that they
are prospective in nature and do not relate to historical or
current facts. Forward looking statements often, but not always,
use words such as "anticipate", "target", "expect", "estimate",
"budget", "scheduled", "forecasts", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of a similar meaning. These estimates are based on assumptions and
assessments made by the Independent FFI Directors and/or the
Lumiere Directors in light of their experience and their perception
of historical trends, current conditions, expected future
developments and other factors they believe appropriate.
No profit forecasts or quantified financial benefits
statement
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 3:30pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3:30pm (London time) on the 10th 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 1 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(s), 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 3:30pm
(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 Takeover 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.
Information relating to FFI Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by FFI Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from FFI may be provided to Lumiere
during the Offer Period as required under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPUNSVRKSAWAAR
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