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.
FOR
IMMEDIATE RELEASE
25 June
2024
RECOMMENDED
ACQUISITION
of
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC
by
ARIZONA BIDCO LIMITED
(a newly formed vehicle,
wholly-owned, indirectly, by Averon Park Limited)
(to be implemented by way of
a scheme of arrangement
under Part 26 of the
Companies Act 2006)
PUBLICATION OF THE SCHEME
DOCUMENT
On 29 May 2024, the Boards of
Foresight Sustainable Forestry Company plc ("FSFC") and Averon Park Limited
("Averon Park") announced
that they had reached agreement on the terms of a recommended
acquisition, pursuant to which Arizona Bidco Limited ("Bidco"), a wholly-owned indirect
subsidiary of Averon Park, will acquire the entire issued and to be
issued ordinary share capital of FSFC that the Averon Park Group
does not already own (the "Acquisition").
It is intended that the Acquisition
will be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Publication of Scheme Document
FSFC is pleased to announce that it
has today published a shareholder circular in relation to the
Scheme (the "Scheme
Document"), setting out, amongst other things, a letter from
the Non-executive Chairman of FSFC, the full terms and conditions
of the Scheme, an explanatory statement, an expected timetable of
principal events, notices of the required Court Meeting and General
Meeting (together, the "Meetings") and details of the action to
be taken by shareholders of FSFC, which will be published on FSFC's
website at https://fsfc.foresightgroup.eu/offer-fsfc.
Subject to any restrictions relating
to persons resident in Restricted Jurisdictions, hard copies of the
Scheme Document, the Forms of Proxy for the Meetings and (in the
case of shareholders of FSFC whose shares are held in certificated
form) a Form of Election for use in connection with the Alternative
Offer are being posted to shareholders of FSFC today and, for
information purposes only, being made available to other persons
with information rights.
Capitalised terms used in this
announcement (the "Announcement") shall, unless otherwise
defined herein, have the same meanings as set out in the Scheme
Document. All references to times in this Announcement are to
London, United Kingdom times unless stated otherwise.
Summary of the terms of the Acquisition
The Acquisition will be implemented
by the acquisition of the Scheme Shares by Bidco pursuant to a
scheme of arrangement between FSFC and the Scheme Shareholders
under Part 26 of the Companies Act.
Under the terms of the Acquisition,
which is subject to the Conditions and further terms set out in the
Scheme Document, each Scheme Shareholder at the Scheme Record Time
will be entitled to receive:
for each Scheme Share: 97
pence in cash (the "Offer Price")
(the
"Cash Offer")
The Offer Price
represents:
·
a premium of approximately 32.88 per cent. to the
Closing Price of 73.0 pence per FSFC Share on 28 May 2024 (being
the last Business Day before the commencement of the Offer
Period);
·
a premium of approximately 43.28 per cent. to the
volume weighted average price of 67.7 pence per FSFC Share for the
three-month period ended 28 May 2024 (being the last Business Day
before the commencement of the Offer Period);
·
a premium of approximately 44.24 per cent. to the
volume weighted average price of 67.3 pence per FSFC Share for the
six-month period ended 28 May 2024 (being the last Business Day
before the commencement of the Offer Period); and
·
a discount of approximately 5.09 per cent. to the
31 March 2024 NAV per FSFC Share of 102.2 pence.
The Cash Offer values the entire
issued ordinary share capital of FSFC at approximately £167
million.
The Scheme Shares will be acquired by
Bidco pursuant to the Acquisition fully paid and free from all
liens, equitable interests, charges, encumbrances, options, rights
of pre-emption and any other third party rights or interests of any
nature whatsoever and together with all rights or interests of any
nature attaching or accruing thereto, including (without
limitation) voting rights and the right to receive and retain, in
full, all dividends and other distributions (if any) or any other
return of capital or value (whether by way of reduction of share
capital or share premium account or otherwise) declared, made or
paid in respect of the Scheme Shares by reference to a record date
falling on or after the Effective Date.
Alternative Offer
As an alternative to the Cash Offer,
Scheme Shareholders (other than Restricted Shareholders) may elect
(in respect of all, but not part only, of their holding of Scheme
Shares) to receive, in lieu of the Cash Offer to which they would
otherwise be entitled:
for each Scheme
Share: one unlisted B ordinary share
in the capital of Bidco (a "Rollover Share")
(the
"Alternative
Offer"),
subject to the terms and conditions
of the Alternative Offer.
The maximum number of Rollover Shares
available to be issued to eligible Scheme Shareholders under the
Alternative Offer will be limited to, in aggregate, the equivalent
of 24.99 per cent. of the Bidco Offer Shares (the "Alternative Offer Maximum"), and the
availability of the Alternative Offer is conditional upon valid
elections being made for such number of Rollover Shares which
represent, in aggregate, at least 5 per cent. of the Bidco Offer
Shares (the "Alternative Offer
Minimum Threshold"), failing which it will lapse. In these
circumstances, no Rollover Shares will be issued and the
consideration payable in respect of each Scheme Share will be
settled in cash in accordance with the terms of the Cash
Offer.
Upon the Scheme becoming Effective,
Scheme Shareholders who have not validly elected for the
Alternative Offer will automatically receive the Cash Offer in
respect of their entire holding of Scheme Shares.
Further details of the Alternative
Offer and the Rollover Shares, and how to make an Alternative Offer
Election, are set out in the Scheme Document.
Right to switch to Takeover
Offer
Bidco reserves the right to elect to
implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme (subject to the Panel's
consent).
Background to, and reasons for the FSFC Directors'
recommendation of the Cash Offer
FSFC is the first and only UK listed
investment trust investing in a diversified portfolio of UK
forestry and afforestation assets, targeting attractive
risk-adjusted total returns of CPI + 5 per cent. per annum through
a combination of land appreciation, sustainable timber and carbon
credit sales. FSFC's diverse portfolio encompassed 12,654 hectares
of land and comprised 69 forestry and afforestation assets in the
UK as at 31 March 2024. On 10 May 2024, FSFC announced a NAV per
Share of 102.2 pence as at 31 March 2024. In addition, FSFC
announced that between 31 March 2024 and 10 May 2024, FSFC planted
an additional c.650,000 trees at four afforestation properties,
which is expected to result in a further £2.1 million (or 1.2 pence
per FSFC Share) of net portfolio value gains.
In arriving at their recommendation,
the FSFC Directors have factored in, and remain confident that,
FSFC's high-quality portfolio, investment management platform and
pipeline provide a foundation for continued growth and sustainable
risk-adjusted returns. However, the FSFC Directors believe that
neither these attributes nor the attractive underlying sector
dynamics, have been reflected in the current FSFC Share price, with
a significant de-rating experienced over the last year exacerbated
by the inflationary and higher interest rate environment. As a
consequence of the FSFC Shares trading at a material and persistent
discount to the NAV per Share over the past 12 months, FSFC has not
been able to issue new FSFC Shares in order to achieve more
meaningful scale and greater liquidity due to the material NAV per
Share dilution that would result from issuing shares at a discount
to the NAV per Share. As a result, access to capital to pursue more
accretive and more environmentally transformative afforestation
activities has been severely constrained. FSFC is restricted in
undertaking these activities and in its ability to make new
acquisitions, and is, therefore, reliant on its revolving credit
facility of £30 million, of which £18.3 million was drawn as at 31
March 2024.
Furthermore, the subscale nature of
FSFC within the alternatives UK investment trust universe has
resulted in a lack of buyers in the secondary market whose demand
could, otherwise, re-rate the FSFC Shares and provide trading
liquidity.
The FSFC Directors do not foresee
FSFC's discount to the NAV per Share narrowing within a reasonable
time frame, given the following countervailing factors:
·
the wider market situation in which the vast
majority of the UK investment trust sector is trading at a discount
to NAV;
·
the reluctance of investors to make new capital
allocations (across the board but particularly to subscale funds
investing in alternative assets);
·
the wealth of opportunities available for total
returns and/or capital gains from competing funds, including
private funds, and asset classes; and
·
the uncertain macroeconomic outlook.
Consequently, whilst the FSFC
Directors remain confident in the standalone prospects for FSFC, it
was against this background that the FSFC Directors received an
unsolicited offer from Averon Park on 20 February 2024 which the
FSFC Directors initially rejected. Following a period of
negotiations, the FSFC Directors believe the Cash Offer provides an
opportunity for all Scheme Shareholders to realise the entirety of
their Scheme Shares in cash, and at a significant premium to the
FSFC share price as at the last Business Day before the
commencement of the Offer Period. In addition, the FSFC Directors
believe that the certainty of execution and acceleration of value
crystallisation, whilst eliminating the associated uncertainties,
is beneficial to Scheme Shareholders and is in excess of the
reasonable medium-term prospects for FSFC on a standalone
basis.
In considering the merits of the Cash
Offer, the FSFC Directors have taken into account that the Offer
Price of 97 pence represents a significant premium of
approximately:
·
32.88 per cent. to the Closing Price of 73.0 pence
per FSFC Share on 28 May 2024 (being the last Business Day before
the commencement of the Offer Period);
·
43.28 per cent. to the volume weighted average
price of 67.7 pence per FSFC Share for the three-month period ended
28 May 2024 (being the last Business Day before the commencement of
the Offer Period); and
·
44.24 per cent. to the volume weighted average
price of 67.3 pence per FSFC Share for the six-month period ended
28 May 2024 (being the last Business Day before the commencement of
the Offer Period).
In addition, the FSFC Directors have
given due consideration to Averon Park's strategic rationale for
the Acquisition and intentions with regard to the business of FSFC
as set out in the Scheme Document.
Recommendation
The FSFC Directors, who have been so
advised by Stifel 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 FSFC Directors, Stifel has taken into
account the commercial assessments of the FSFC Directors. Stifel is
providing independent financial advice to the FSFC Directors for
the purposes of Rule 3 of the Code.
In considering the terms of the
Alternative Offer, Stifel and the FSFC Directors have considered
the details of the Alternative Offer and the Rollover Shares
(including the disadvantages and advantages of the Alternative
Offer) set out in the Scheme Document.
Stifel is unable to advise the FSFC
Directors as to whether or not the financial terms of the
Alternative Offer are fair and reasonable. This is because Stifel
has not had any involvement in the development and validation of
any financial projections for Bidco. As a result, Stifel is unable
to assess any plans Bidco may have for the development of FSFC to
the degree necessary to form an assessment of the value of the
Alternative Offer. Stifel also notes the significant and variable
impact that the disadvantages and advantages of the Alternative
Offer may have for individual eligible Scheme
Shareholders.
Accordingly, the FSFC 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 eligible Scheme Shareholders as to whether or not
they should elect for the Alternative Offer. Eligible Scheme
Shareholders are encouraged to take into account the key
disadvantages and advantages in relation to the Alternative Offer
and the risk factors and other investment considerations in
relation to the Alternative Offer outlined in the Scheme Document
when deciding whether or not to elect for the Alternative Offer
(subject to satisfying the eligibility criteria set out in the
Scheme Document).
The FSFC Directors believe that the
Acquisition (including the Scheme) is in the best interests of FSFC
Shareholders as a whole and unanimously recommend that the Scheme
Voting Shareholders vote in favour of the Scheme at the Court
Meeting and FSFC Shareholders vote in favour of the Special
Resolution at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or
procure acceptance of the Takeover Offer), as they have irrevocably
undertaken to do in respect of their own beneficial holdings of, in
aggregate, 244,000 FSFC Shares (representing, in aggregate,
approximately 0.14 per cent. of the issued ordinary share capital
of FSFC and approximately 0.20 per cent. of the Scheme Voting
Shares (being those Scheme Shares eligible to vote at the Court
Meeting), in each case as at the Latest Practicable
Date).
None of the FSFC Directors intend to
elect for the Alternative Offer in respect of their own holdings of
FSFC Shares.
The FSFC Directors consider that, in
deciding whether or not to elect for the Alternative Offer,
eligible Scheme Shareholders should take their own independent
advice and consider carefully the disadvantages and advantages of
electing for the Alternative Offer and the risk factors and other
investment considerations in relation to the Alternative Offer
(including, but not limited to, those set out in the Scheme
Document) in the light of their own financial circumstances and
investment objectives.
Scheme Shareholders should also
ascertain whether acquiring or holding Rollover Shares is affected
by the laws of the relevant jurisdiction in which they reside and
consider whether Rollover Shares are a suitable investment in the
light of their own personal circumstances.
Scheme Shareholders are, therefore, strongly recommended to seek
their own independent financial, tax and legal advice in the light
of their own particular circumstances and investment objectives
before deciding whether to elect for the Alternative Offer. Any
decision to elect for the Alternative Offer should be based on
independent financial, tax and legal advice and full consideration
of the information in the Scheme
Document.
Notices of the Court Meeting and General Meeting and action to
be taken
As described in the Scheme Document,
in order to become Effective the Scheme will require, among other
things, that the requisite majority of: (i) eligible Scheme Voting
Shareholders vote in favour of the Scheme at the Court Meeting; and
(ii) eligible FSFC Shareholders vote in favour of the Special
Resolution at the General Meeting. The Scheme is also subject to
the satisfaction or waiver of the other Conditions and further
terms as described more fully in the Scheme Document.
The Court Meeting and the General
Meeting to approve the Scheme (and the steps contemplated by the
Scheme) are scheduled to be held at 10.00 a.m. and 10.15 a.m. (or
as soon thereafter as the Court Meeting is concluded or adjourned)
respectively, each on 16 July 2024 at the offices of Stifel
Nicolaus Europe Limited, 4th Floor, 150 Cheapside,
London EC2V 6ET.
Subject to approval at the Meetings,
the Court's sanctioning of the Scheme and the satisfaction or
waiver of the other Conditions set out in further detail in the
Scheme Document, the Scheme is expected to become Effective on or
around 30 July 2024.
Scheme Voting Shareholders are asked
to submit proxy appointments and instructions for the Court Meeting
and FSFC Shareholders are asked to submit proxy appointments and
instructions for the General Meeting as soon as possible, using any
of the methods described in the Scheme Document (by post, online at
www.investorcentre.co.uk/eproxy, electronically through CREST or
(for institutional investors) via the Proxymity platform). Scheme
Voting Shareholders and FSFC Shareholders are also strongly
encouraged to appoint "the Chair of the Meeting" as their
proxy.
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 a fair representation of
Scheme Voting Shareholder opinion. Therefore, Scheme Voting Shareholders and FSFC
Shareholders are strongly encouraged to either sign and return
their Forms of Proxy by post or transmit a proxy appointment
electronically online at www.investorcentre.co.uk/eproxy,
through CREST or (for institutional investors) via the Proxymity
platform as soon as possible.
Any changes to the arrangements for
the Meetings will be communicated to Scheme Voting Shareholders and
FSFC Shareholders before the Meetings through FSFC's website at
https://fsfc.foresightgroup.eu/offer-fsfc and,
where appropriate, by announcement through a Regulatory Information
Service.
Timetable
The Scheme Document contains an
expected timetable of principal events relating to the Scheme,
which is also set out in the Appendix to this Announcement. Subject
to obtaining the approval of the requisite majority of eligible
Scheme Voting Shareholders at the Court Meeting, the requisite
majority of FSFC Shareholders at the General Meeting and the
satisfaction or waiver of the other Conditions set out in the
Scheme Document, including the sanctioning of the Scheme by the
Court, it is currently expected that the Effective Date will be 30
July 2024.
Cancellation of listing of FSFC Shares
The last day of dealings in FSFC
Shares for normal settlement on the London Stock Exchange's main
market for listed securities is expected to be the Business Day
immediately prior to the Court Sanction Hearing, and the last day
for registration of transfers of FSFC Shares (other than the
registration of the transfer of the Scheme Shares to Bidco pursuant
to the Scheme) is expected to be the Business Day immediately prior
to the Effective Date, following which all FSFC Shares will be
suspended from the Official List and from trading on the London
Stock Exchange's main market for listed securities.
Prior to the Scheme becoming
Effective, FSFC will apply for the cancellation of the admission to
trading of the FSFC Shares on the London Stock Exchange's main
market for listed securities, and for the cancellation of the
listing of the FSFC Shares on the Official List. It is expected
that such delisting and cancellation of admission to trading will
take effect on the first Business Day after the Effective Date or
shortly thereafter.
Information for FSFC Shareholders
In accordance with Rule 26.1 of the
Code, copies of this Announcement and the Scheme Document will be
available on FSFC's website at https://fsfc.foresightgroup.eu/offer-fsfc and on Bidco's website at https://communications.singercm.com/p/4UWI-F5D/arizona-bidco by
no later than 12 noon on the Business Day following this
Announcement, up to and including the Effective Date. For the
avoidance of doubt, the contents of these websites is not
incorporated by reference and does not form part of this
Announcement.
For information purposes only, the
Scheme Document will also be sent, or made available to, persons
with information rights.
A copy of the Scheme Document will
also be submitted to the National Storage Mechanism, where it will
be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Shareholder Helpline
If FSFC Shareholders have any
questions about this Announcement, the Scheme Document, the Court
Meeting or the General Meeting, or are in
any doubt as to how to submit proxies electronically online at
www.investorcentre.co.uk/exproxy, through CREST or (for
institutional investors) via the Proxymity platform or to complete
the Forms of Proxy or Form of Election or to submit a TTE
Instruction, please call FSFC's registrar, Computershare, on +44
(0) 370 707 1231. Lines are open from 8.30 a.m. to 5.30 p.m.,
Monday to Friday (excluding public holidays in England and Wales).
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. Please note that Computershare
cannot provide any financial, legal or tax advice, or provide
advice on the merits of the Acquisition or the Scheme, and calls
may be recorded and monitored for security and training
purposes.
Enquiries:
FSFC
Richard Davidson (Chairman)
|
Via SEC Newgate
|
Stifel (Rule 3
Financial Adviser and Broker to FSFC)
Edward Gibson-Watt
Nick Harland
Bruno Benega
Rajpal Padam
|
Tel: +44 (0) 20 7710
7600
|
SEC Newgate
(PR Adviser to FSFC)
Elisabeth Cowell
Robin Tozer
Alice Cho
Harry Handyside
|
Tel: +44
(0) 20 3757 6882
|
Singer Capital
Markets (Financial Adviser to Bidco, Blackmead and Averon
Park)
Robert Peel
Alaina Wong
James Todd
|
Tel: +44
(0) 20 7496 3000
|
Averon
Park
Matt Hammond
Charlie Wright
Anouska Morjaria
|
Tel: +44
(0) 20 3667 8100
|
Gowling WLG (UK) LLP is acting as legal adviser
to FSFC.
Dickson Minto LLP is acting as legal adviser to
Bidco, Blackmead and Averon Park.
Important notices relating to financial
advisers
Stifel
Nicolaus Europe Limited ("Stifel"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Financial
Adviser exclusively to FSFC and no one else in connection with the
matters described in this Announcement and will not regard any
other person as its client in respect thereof or be responsible to
anyone other than FSFC for providing the protections afforded to
clients of Stifel or its affiliates nor for providing advice in
connection with any matter referred to in this Announcement.
Neither Stifel 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 Stifel or its affiliates in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Stifel as to the contents of this
Announcement.
Singer
Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as Financial Adviser exclusively to Bidco, Blackmead and
Averon Park and no one else in connection with the matters
described in this Announcement and will not regard any other person
as its client in respect thereof or be responsible to anyone other
than Bidco, Blackmead or Averon Park or their respective affiliates
for providing the protections afforded to clients of Singer Capital
Markets or its affiliates nor for providing advice in connection
with any matter referred to in this Announcement. Neither Singer
Capital Markets 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 Singer Capital Markets or its
affiliates in connection with this Announcement, any statement
contained herein, the Acquisition or otherwise. No representation
or warranty, express or implied, is made by Singer Capital Markets
as to the contents of this Announcement.
In accordance
with the Code and normal United Kingdom market practice, Singer
Capital Markets or its affiliates will continue to act as exempt
principal traders in FSFC securities on the London Stock Exchange.
These purchases and activities by exempt principal traders which
are required to be made public in the United Kingdom pursuant to
the Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Further information
This announcement is for information purposes only. It is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in FSFC in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely through the Scheme Document (or, in the event
that the Acquisition is to be implemented by means of a Takeover
Offer, the Offer Document), which contains (or will contain) the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Scheme. Any voting decision or
response in relation to the Acquisition should be made solely on
the basis of the Scheme Document (or, in the event that the
Acquisition is to be implemented by means of a Takeover Offer, the
Offer Document). FSFC and Bidco urge FSFC Shareholders to read the
Scheme Document carefully because it contains important information
relating to the Acquisition.
The statements contained in this Announcement are made as at
the date of this Announcement, unless some other time is specified
in relation to them, and the release of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date. This
Announcement is an advertisement and does not constitute a
prospectus or a prospectus equivalent document.
No
person should construe the contents of this Announcement as legal,
financial or tax advice. 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,
accountant, or independent financial adviser duly authorised under
FSMA if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser.
Overseas
Shareholders
This announcement has been prepared in accordance with, and
for the purpose of complying with, English law, the Code, the
Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules, 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.
The release, publication or distribution of this Announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by law and/or regulation and therefore any persons who
are not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom (including
Restricted Jurisdictions) should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the
United Kingdom or who are subject to the laws of any jurisdiction
other than the United Kingdom to participate in the Acquisition or
to vote their Scheme Voting Shares or FSFC Shares (as applicable)
in respect of the Scheme at the Court Meeting or the Special
Resolution at the General Meeting, or to appoint another person as
proxy to vote at the Court Meeting or the General Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located or to which they are subject. Any failure
to comply with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction. To the fullest extent permitted by applicable law,
the companies, advisers 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 Code,
and permitted by applicable law and regulation, the Acquisition
(including the Alternative Offer) shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws or regulations in that
jurisdiction and no person may vote in favour of the Acquisition by
use of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that
jurisdiction.
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 or any other
jurisdiction where to do so would constitute a violation of the
laws or regulations of such jurisdiction and persons receiving such
documents (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, or acceptance of, the
Acquisition.
If
the Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by
use of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Takeover Offer
will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction.
The availability of the Acquisition to Scheme Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdiction in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
The availability of the Rollover Shares to persons who are not
resident in the United Kingdom may be affected by the laws and/or
regulations of the relevant jurisdiction in which they are located.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable
requirements.
Where Bidco believes that an election for the Alternative
Offer by any Scheme Shareholder may infringe applicable legal or
regulatory requirements, or may result in a requirement for a
registration under the securities laws of any Restricted
Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and
such Scheme Shareholder will instead receive the Cash Offer in
respect of the Scheme Shares which were subject to such an election
in accordance with the terms of the Acquisition.
Further details in relation to Overseas Shareholders is
contained in the Scheme Document.
The Acquisition will be subject to the applicable requirements
of English law, the Court, the Code, the Panel and the London Stock
Exchange.
Additional information for US
investors
The
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
the laws of England. 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. Accordingly, the
Acquisition is 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 the US tender offer and proxy solicitation
rules.
The financial
information included in this Announcement and in the Scheme
Document has been prepared in accordance with UK IFRS and thus may
not be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States,
which differ in certain significant respects from UK
IFRS.
If, in the
future, Bidco exercises its right to implement the Acquisition by
means of a Takeover Offer which is to be made into the United
States, such a Takeover Offer would be made in compliance with all
applicable US laws and regulations, including any applicable
exemptions under the US Exchange Act. Such a Takeover Offer would
be made in the United States by Bidco and no one
else.
In accordance
with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of the US Exchange Act (to the extent applicable), Bidco or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, FSFC Shares
or other securities of FSFC outside of the US, other than pursuant
to the Acquisition, until the date on which the Acquisition and/or
Scheme and/or Takeover Offer (as relevant) becomes effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made, they would be made outside of the
United States and would be in accordance with applicable law,
including the US Exchange Act and the Code. 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.
Neither the
SEC nor any US state securities commission nor any other US
regulatory authority has approved or disapproved of the Alternative
Offer nor the securities to which it relates or determined if this
Announcement or the Scheme Document is accurate or complete or
adequate. Any representation to the contrary is a criminal offence
in the United States.
The Rollover
Shares that may be issued under the Alternative Offer have not been
and will not be registered under the US Securities Act or under the
relevant securities laws of any state or territory or other
jurisdiction of the United States and will not be listed on any
stock exchange. Accordingly, the Rollover Shares may not be offered
or sold in the United States, except in a transaction not subject
to, or in reliance on an applicable exemption from, the
registration requirements of the US Securities Act and any
applicable state securities laws. Bidco expects to issue the
Rollover Shares in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
section 3(a)(10) thereof ("Section
3(a)(10)"). Section 3(a)(10) exempts securities issued in
specified exchange transactions from the registration requirement
under the US Securities Act where, among other things, the fairness
of the terms and conditions of the issuance and exchange of such
securities have been approved by a court or governmental authority
expressly authorised by law to grant such approval, after a hearing
upon the fairness of the terms and conditions of the exchange at
which all persons to whom the Rollover Shares are proposed to be
issued have the right to appear and receive adequate and timely
notice thereof. If Bidco exercises its right to implement the
acquisition of the Scheme Shares by way of a Takeover Offer, the
Rollover Shares will not be offered in the United States except
pursuant to an exemption from or in a transaction not subject to
registration under the US Securities Act.
US holders
who are or will be affiliates of the Bidco Group or FSFC prior to,
or of Bidco Group after, the Effective Date will be subject to
certain US transfer restrictions relating to any Rollover Shares
received pursuant to the Scheme.
For the
purposes of qualifying for the exemption from the registration
requirements of the US Securities Act in respect of the Rollover
Shares issued pursuant to the Alternative Offer afforded by Section
3(a)(10), Bidco will advise the Court that its sanctioning of the
Scheme will be relied upon by Bidco as an approval of the Scheme
following a hearing on its fairness to Scheme
Shareholders.
The receipt
of cash by a US holder as consideration for the transfer of its
Scheme Shares pursuant to the Scheme may have tax consequences in
the US and such consequences, if any, are not described in this
Announcement or in the Scheme Document. Each FSFC Shareholder is
urged to consult their independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to
them, including under applicable United States state and local, as
well as overseas and other, tax laws.
FSFC and
Bidco are each incorporated under the laws of England. Some or all
of the officers and directors of Bidco and FSFC, respectively, are
residents of countries other than the United States. In addition,
some or all of the assets of Bidco and FSFC are located outside the
United States. As a result, it may be difficult for US holders of
FSFC 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. US
holders of FSFC Shares 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
judgment.
Further
details in relation to US investors in FSFC are contained in the
Scheme Document.
Forward-looking
statements
This
Announcement and the Scheme Document contain 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, Averon Park and FSFC 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.
The
forward-looking statements contained in this Announcement and the
Scheme Document include statements relating to the expected effects
of the Acquisition on Bidco, the Bidco Group, FSFC and the FSFC
Group (including their future prospects, developments and
strategies), the expected timing and scope of the Acquisition and
other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as, without limitation, "anticipate",
"target", "expect", "estimate", "intend", "plan", "forecast",
"project", "goal", "believe", "aim", "will", "may", "hope",
"continue", "would", "could" or "should" or other words of similar
meaning or the negative thereof. Forward-looking statements may
include, but are not limited to, statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Bidco's, FSFC's, any member of the Bidco Group's or any member of
the FSFC Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of global economic
conditions and governmental regulation on Bidco's, FSFC's, any
member of the Bidco Group's or any member of the FSFC Group's
business.
Although
Bidco, Averon Park and FSFC believe that the expectations reflected
in such forward-looking statements are reasonable, none of Bidco,
Averon Park or FSFC can give any assurance that such expectations
will prove to be correct. 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.
There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not
limited to: the ability to complete the Acquisition; the ability to
obtain requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms and
timetable; changes in the global and domestic political, economic,
business and competitive environments and in market and regulatory
forces, circumstances or conditions; changes in future exchange and
interest rates; changes in tax law or rates; future business
combinations or disposals; and any epidemic, pandemic or disease
outbreak. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or
projected in the forward-looking statements. If any one or more of
these risks or uncertainties materialises or if any one or more of
the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors.
Neither
Bidco, Averon Park nor FSFC, nor any of their respective associates
or directors, officers, managers, partners or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this Announcement or the Scheme Document will actually occur.
You are cautioned not to place any reliance on these
forward-looking statements. The forward-looking statements speak
only at the date of this Announcement and the Scheme Document. All
subsequent oral or written forward-looking statements attributable
to Bidco or any member of the Wider Bidco Group or FSFC or any
member of the Wider FSFC Group, or any of their respective
associates, directors, officers, employees or advisers, are
expressly qualified in their entirely by the cautionary statement
above.
Other than in
accordance with their legal or regulatory obligations, none of
Bidco, Averon Park or FSFC is under any obligation, and Bidco,
Averon Park and FSFC expressly disclaim any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or
otherwise.
No
profit forecasts or estimates or quantified financial benefit
statements
No statement
in this Announcement or the Scheme Document is intended to
constitute a profit forecast, profit estimate or quantified
financial benefits statement for any period and no statement in
this Announcement or the Scheme Document should be interpreted to
mean that earnings or earnings per share for FSFC or Bidco, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for FSFC or Bidco, as
appropriate.
Publication on
websites
A copy of
this Announcement, the Scheme Document and the documents required
to be published pursuant to Rule 26.1 and Rule 26.2 of the Code
will be made available (subject to certain restrictions relating to
persons resident in Restricted Jurisdictions), free of charge, on
on FSFC's website at https://fsfc.foresightgroup.eu/offer-fsfc and
on Bidco's website at
https://communications.singercm.com/p/4UWI-F5D/arizona-bidco by no
later than 12 noon on the Business Day following the date of this
Announcement.
Neither the
content of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this Announcement or the Scheme
Document.
Requesting hard copy
documents
In
accordance with Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement in hard copy form free of
charge. A person may also request that all future documents,
announcements and information sent to that person in relation to
the Acquisition should be in hard copy form. For persons who have
received a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent to you unless you have previously notified FSFC's registrar,
Computershare Investor Services PLC, that you wish to receive all
documents in hard copy form or unless requested in accordance with
the procedure set out below.
If
you would like to request a hard copy of this Announcement please
contact Computershare during business hours on + 44 (0) 370 707
1231 (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales)) or by submitting
a request in writing to Computershare at Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ,
United Kingdom. Please note that Computershare cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training
purposes.
Information relating to FSFC
Shareholders
Please be
aware that addresses, electronic addresses and certain other
information provided by FSFC Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from FSFC may be provided to Bidco during the Offer Period as
required under section 4 of Appendix 4 to the
Code.
Rounding
Certain
figures included in this Announcement and the Scheme Document have
been subjected to rounding adjustments. Accordingly, figures shown
for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be
an exact arithmetic aggregation of the figures that precede
them.
Disclosure requirements of the
Code
Under Rule
8.3(a) of the 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 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m.
(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 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(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 3.30 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.
Right to switch to a Takeover
Offer
Bidco
reserves the right to elect, with the consent of the Panel, to
implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. If the Acquisition is effected by way of
a Takeover Offer, and such offer becomes or is declared
unconditional and sufficient acceptances are received, Bidco
intends to exercise its rights to apply the provisions of Chapter 3
of Part 28 of the Companies Act so as to acquire compulsorily the
remaining FSFC Shares in respect of which the Takeover Offer has
not been accepted.
General
If you are in
any doubt about the contents of this Announcement or the Scheme
Document or the action you should take, you are recommended to seek
your own independent financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or independent
financial adviser duly authorised under FSMA if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.