TIDMLEE
RNS Number : 9791A
Randotte (No. 555) Limited
10 April 2012
LEES FOODS PLC
10 April 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
RECOMMENDED PROPOSAL FOR THE ACQUISITION
of
LEES FOODS PLC
by
RANDOTTE (NO. 555) LIMITED
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
Summary
-- The Company is today announcing the terms of a recommended
proposal whereby Randotte (No. 555) Limited will, subject to the
consent of shareholders and the sanction of the Court, acquire the
entire issued share capital of Lees by means of a scheme of
arrangement under Part 26 of the Companies Act, further details of
which are contained in the full text of this announcement and
pursuant to the Exchange Agreements.
-- Under the terms of the Acquisition, Scheme Shareholders will
be entitled to receive in cash 230 pence per Scheme Share.
-- The price of 230 pence per Scheme Share represents a premium
of approximately 12.5 per cent. to 204.5 pence, being the volume
weighted average Closing Price per Lees Share for the 6 months
prior to the date of this announcement and a premium of
approximately 31.8 per cent. to 175.5 pence, being the volume
weighted average Closing Price per Lees Share for the 36 months
prior to the date of this announcement.
-- The price of 230 pence per Scheme Share represents a premium
of approximately 2.7 per cent. to 224 pence, being the Closing
Price per Lees Share on 5 April 2012, being the last business day
immediately prior to the date of this announcement.
-- The price of 230 pence per Scheme Share values the entire
existing issued ordinary share capital of Lees at approximately
GBP5.6 million.
-- The consideration payable under the Acquisition will be
funded by debt finance from third party providers to Randotte.
-- The Lees Directors, Clive Miquel, David Simson, Albert Croll,
Nadia Millar and Klaus Perch-Nielsen are not considered to be
independent in relation to the Acquisition as they are all Randotte
Directors and, subject to completion of the Exchange Agreements,
will be shareholders in Randotte. Accordingly, there is presently
no Lees Director who is independent of Randotte. The decision to
recommend that Scheme Shareholders vote in favour of the Scheme at
the Court Meeting and that eligible Lees Shareholders vote in
favour of the Resolutions to be proposed at the General Meeting has
therefore been made solely by Shore Capital who is acting as
independent financial adviser to the Board.
-- Randotte has received irrevocable undertakings from certain
shareholders to vote or procure the vote in favour of the Scheme in
respect of holdings or shares over which they have discretionary
voting control (as applicable), representing as at 5 April 2012
approximately 40.9% per cent. of the Scheme Shares which will carry
voting rights at the Court Meeting.
-- Randotte is a private limited company incorporated in
Scotland on 10 February 2012 and formed specifically for the
purposes of the Acquisition. The directors of Randotte are also all
of the directors of Lees. Randotte has not traded since its
incorporation other than in connection with the Acquisition.
-- The Acquisition will be subject, inter alia, to the
satisfaction or waiver of the Conditions set out in Appendix I to
this announcement and in the Scheme Document. Further details of
the Scheme will be set out in the Scheme Document which will be
sent to Lees Shareholders within 28 days of the date of this
announcement.
This summary should be read in conjunction with the accompanying
full text of this announcement which sets out further details of
the Acquisition and which forms an integral part of this
announcement. Appendix I to this announcement contains the
Conditions to, and certain further terms of, the Acquisition.
Appendix II to this announcement contains further details of the
sources of information and bases of calculations set out in this
announcement. Appendix III to this announcement contains further
details of the irrevocable undertakings. Appendix IV to this
announcement contains definitions of certain expressions used in
this summary and in this announcement.
Enquiries:
Lees Foods Plc 01236 441600
Clive Miquel
Randotte (NO. 555) Limited 01236 441600
David Simson
Grant Thornton UK LLP
Financial Adviser to Randotte
(NO. 555) Limited 020 7383 5100
Philip Secrett, Colin Aaronson
or David Hignell
Shore Capital and Corporate
Limited
Financial Adviser to Lees
Foods Plc 020 7408 4090
Stephane Auton or Patrick
Castle
Shore Capital and Corporate Limited, which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for Lees and for no one else in connection with the Acquisition and
will not be responsible to anyone other than Lees for providing the
protections afforded to clients of Shore Capital and Corporate
Limited nor for providing advice in relation to the Acquisition or
any other matter or arrangement referred to in this
announcement.
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Randotte and
for no one else in connection with the Acquisition and will not be
responsible to anyone other than Randotte for providing the
protections afforded to clients of Grant Thornton UK LLP nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
Baker Tilly Corporate Finance LLP, which is authorised and
regulated in the United Kingdom by the Institute of Chartered
Accountants in England and Wales, is acting exclusively for Lees
and for no one else in connection with the Acquisition and will not
be responsible to anyone other than Lees for providing the
protections afforded to clients of Baker Tilly Corporate Finance
LLP nor for providing advice in relation to the Acquisition or any
other matter or arrangement referred to in this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Acquisition will be made solely through the Scheme
Document and the accompanying Forms of Proxy, which will together
contain the full terms and conditions of the Acquisition, including
details of how to vote in favour of the Scheme. Any response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document or any document by
which the Acquisition is made.
This announcement has been prepared for the purpose of complying
with the laws of the United Kingdom and the 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 the United Kingdom. The
release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Important information
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. This announcement has been prepared for the
purposes of complying with UK law, the Code and the AIM 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 and regulations of any other
jurisdiction.
The availability of this announcement to persons who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not so resident should
inform themselves about and observe any applicable requirements in
those jurisdictions.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and service of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date. Nothing contained in this announcement
shall be deemed to be a forecast, projection or estimate of the
future financial performance of Lees or the Lees Group or of
Randotte, except where otherwise stated.
Forward Looking Statements
This announcement, oral statements made regarding the
Acquisition and other information published by Randotte or Lees may
contain certain statements that are or may be forward-looking.
These statements are based on the current expectations of the
management of Randotte and/or Lees (as applicable) and are
naturally subject to uncertainty and changes in circumstances. The
forward-looking statements contained herein may include statements
about the expected effects of the Acquisition, the expected timing
and scope of the Acquisition, anticipated earnings enhancements,
estimated cost savings and other synergies, costs to be incurred in
achieving synergies, potential disposals and other strategic
options and all other statements in this announcement other than
historical facts. Forward-looking statements include, without
limitation, statements that typically contain words such as:
"will", "may" "should", "could", "continue", "believes", "expects",
"intends" "estimates" "anticipates" "aims", "targets" "plans" and
"forecasts" or words of similar import. The forward-looking
statements refer to matters that are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond the
ability of the person making the statement to control or estimate
precisely, such as future market conditions and the behaviour of
other market participants. Other unknown or unpredictable factors
could also cause actual results to differ materially from those in
the forward looking statements. Therefore investors should not
place undue reliance on such statements as a prediction of actual
results. Randotte and Lees assume no obligation and do not intend
to update these forward-looking statements, whether as a result of
new information, future events or otherwise, except as required
pursuant to applicable law.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, Lees confirms that it
has 2,444,751 ordinary shares of GBP1 each in issue and admitted to
trading on AIM under International Securities Identification Number
(ISIN) GB00B09Y4116.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any
class of relevant securities of an offeree company or of any paper
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 paper 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 the offeree company and
any paper offeror.
An "Opening Position Disclosure" by a person to whom Rule 8.3(a)
of the Code 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 paper offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
paper 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 1 per cent. or more of any class of "relevant
securities" of the offeree company or of any paper offeror must
make a "Dealing Disclosure" if the person deals in any "relevant
securities" of the offeree company or of any paper 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 paper offeror, save to the extent that
these details have previously been disclosed under Rule 8 of the
Code. A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the
Code 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
paper offeror, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Code.
"Opening Position Disclosures" must also be made by the offeree
company and by any paper offeror and "Dealing Disclosures" must
also be made by the offeree company, by any paper offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2
and 8.4 of the Code).
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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8 of the Code, you should contact an independent financial adviser
authorised by the FSA under FSMA or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0)20 7638 0129.
This summary should be read in conjunction with the full text of
this announcement. Appendix I to this announcement contains the
conditions and further terms of the Acquisition. Appendix II to
this announcement contains further details of the sources of
information and bases of calculations set out in this announcement.
Appendix III contains a summary of the irrevocable undertakings.
Appendix IV contains definitions of certain expressions used in
this summary and in this announcement.
Publication on Website
A copy of this announcement along with copies of the financing
documents described in paragraph 10 of the full text of this
announcement, the First Exchange Agreement and, when signed, the
Second Exchange Agreement, each as described in paragraph 3 of the
full text of this announcement and the irrevocable undertakings
described in paragraph 5 of the full text of this announcement will
be made available, free of charge, subject to certain restrictions
relating to Overseas Shareholders, on Lees' website at
www.leesfoods.co.uk by no later than 12 noon (London time) on the
business day following the date of this announcement.
Neither the content of the website referred to in this
announcement nor the content of any website accessible from
hyperlinks on Lees' website (or any other website) is incorporated
into, or forms part of, this announcement.
You may request a hard copy of this announcement, free of
charge, by contacting Colin Aaronson or David Hignell at Grant
Thornton UK LLP on 0207 383 5100.
Information relating to Lees Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Lees Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Lees may be provided to Randotte during the offer period as
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.12(c) of the Code.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
10 April 2012
RECOMMENDED PROPOSAL FOR THE ACQUISITION
of
LEES FOODS PLC
by
RANDOTTE (NO. 555) LIMITED
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
1. Introduction
Lees and Randotte are today announcing the terms of a
recommended proposal under which Randotte will, subject to the
consent of shareholders (as further described in paragraph 15
below) and the sanction of the Court, acquire the entire issued and
to be issued share capital of Lees by means of a scheme of
arrangement under Part 26 of the Companies Act and pursuant to the
Exchange Agreements.
The terms of the Scheme are set out below. The Scheme is
conditional upon the Conditions set out in Appendix I being
satisfied or (if capable of waiver) waived.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and further terms set out in Appendix I, Scheme
Shareholders will be entitled to receive:
for each Scheme Share 230 pence in cash
valuing Lees' existing issued ordinary share capital at
approximately GBP5.6 million. The price of 230 pence for each
Scheme Share represents a premium of approximately:
-- 2.7 per cent. to the Closing Price of 224 pence per Lees
Share on 5 April 2012, being the last business day immediately
prior to the date of this announcement;
-- 12.5 per cent. to 204.5 pence, being the volume weighted
average Closing Price per Lees Share over the 6 months prior to 5
April 2012, being the last business day prior to the date of this
announcement; and
-- 31.8 per cent. to 174.5 pence, being the volume weighted
average Closing Price per Lees Share over the 36 months prior to 5
April 2012, being the last business day immediately prior to the
date of this announcement.
If the Scheme becomes effective and the Exchange Agreements are
completed, in each case in accordance with their respective terms,
Lees will become a wholly owned subsidiary of Randotte.
The Acquisition is conditional upon the Scheme becoming
effective by not later than 28 June 2012.
3. Exchange Agreements
Under the First Exchange Agreement, the Exchange Shareholders
will exchange all or a significant proportion of their Lees Shares
for Randotte Shares once the Scheme becomes effective. It is also
intended that Nadia Millar will exercise options over 20,000 Lees
Shares following the date of this announcement. Following exercise
of the options, Mrs Millar intends to enter into the Second
Exchange Agreement in respect of those shares which, if such
agreement is completed, will result in Mrs Millar exchanging those
shares for Randotte Shares.
4. Recommendation of the Acquisition by Shore Capital
On 10 February 2012, Lees announced, with considerable regret,
the death of Dr. Chris Greig, the Company's then independent
Non-Executive Chairman, who passed away after a period of illness.
For the purposes of the Code, none of the current Lees Directors
are deemed to be sufficiently independent of Randotte so as to be
able to provide any recommendation to Lees Shareholders and,
accordingly, Shore Capital, in its capacity as independent
financial adviser to the Board of Lees, is providing the
recommendation.
Having considered the relevant factors and the matters to be set
out in the letter from the Board of Lees to be included in Part I
of the Scheme Document, Shore Capital considers that the terms of
the Scheme are fair and reasonable, and in the absence of a higher
offer, Shore Capital will be recommending the Scheme Proposal in
the Scheme Document.
The full text of the letter of recommendation from Shore Capital
will be set out in Part II of the Scheme Document.
5. Irrevocable undertakings
Randotte has received irrevocable undertakings from certain
shareholders, being Alasdair Locke, Ringway Limited, Trustees of
the FCL Trust, F & P Investments Limited and Graham York, to
vote or procure the vote in favour of the Scheme in respect of
holdings or shares over which they have discretionary voting
control (as applicable), representing as at 5 April 2012:
-- approximately 40.9% per cent. of the Scheme Shares which will
carry voting rights at the Court Meeting;
-- together with the Exchange Shareholders and Coven, who have
indicated their intention to vote in favour, approximately 70.9%
per cent. of the Lees Shareholders eligible to vote in connection
with the Special Resolution to be proposed at the General Meeting;
and
-- approximately 40.9% per cent. of the Independent Shareholders
eligible to vote in connection with the Ordinary Resolution to be
proposed at the General Meeting.
Further details of these irrevocable undertakings are set out in
Appendix III of this announcement.
6. Information on Lees
Lees is the parent company of Lees of Scotland and the Waverley
Bakery, two Scottish based companies that have a long tradition in
the manufacturing of confectionery, bakery and ice cream cone
products that have been sold to consumers in the UK and overseas
for many years. Lees was admitted to trading on AIM in June
2005.
Lees of Scotland produces a range of products under the Lees
brand, including snowballs, teacakes, meringues and seasonal
biscuits. In 1998, Lees of Scotland moved into a 82,000 square foot
factory in Coatbridge.
In 2003, Lees acquired the Waverley Bakery. Operating out of a
factory and warehousing facility in Cambuslang, Waverley Bakery
manufactures and sells ice cream cones and wafers and accessories
to both the independent trade and retailers.
Audited accounts of the Company for the two years ending 31
December 2010 and the unaudited interim accounts for the six months
ended 30 June 2011 are incorporated by reference and are available
at the Company's website, www.leesfoods.co.uk.
7. Current trading and prospects of the Lees Group
Key highlights from Lees audited financial statements for the
years ended 31 December 2010, 2009 and 2008 and the unaudited
interim results for the six months ending 31 June 2011 are
summarised below.
2011 (6 months) 2010 2009 2008
(GBP'000) (GBP'000) (GBP'000) (GBP'000)
Revenue 10,217 18,648 18,191 16,116
Cost of Sales (6,858) (12,350) (12,367) (11,081)
--------------- --------- --------- ---------
Gross Profit 3,359 6,298 5,824 5,035
Operating Costs (2,929) (5,327) (5,185) (4,597)
--------------- --------- --------- ---------
Operating Profit 430 971 639 438
Finance Income 23 44 32 52
Finance Costs (31) (65) (58) (111)
--------------- --------- --------- ---------
Profit before Tax 422 950 613 379
Tax (111) (254) (181) (123)
--------------- --------- --------- ---------
Profit from continuing operations 311 696 432 256
(Loss) for the year from discontinued operations - - (119) (1,797)
--------------- --------- --------- ---------
Profit for the period 311 696 313 (1,541)
=============== ========= ========= =========
In the first six months of 2011, Lees recorded an operating
profit of GBP0.43 million. This figure was down compared with the
first six months of 2010, largely as a result of rising sugar
prices caused by supply shortages in Europe, a situation which
management continue to monitor closely. Turnover during the six
month period amounted to GBP10.2 million, an increase of GBP0.6
million compared with the comparative period in 2010.
On 27 January 2012, Lees announced that it had reached a
settlement with HM Revenue & Customs in relation to a long
standing claim on overpaid output tax between 1973 and 1995. The
payments, which ultimately will equate to a one off net cash amount
of approximately GBP0.5 million have now been received.
8. Profit Estimate
In Lees' interim report on the six months ended 30 June 2011
issued on 28 September, Clive Miquel stated:
"Looking ahead to the full year performance, despite the raw
material cost increases experienced in the first six months and the
potential for further cost increases, we expect pre-tax profits to
be well ahead of current market forecasts."
At that time, the Lees Directors considered that the market was
expecting a pre-tax profit of GBP0.9 million for the year ending 31
December 2011, based on a note published by Shore Capital dated 25
May 2011.
A report on the Profit Estimate from each of Baker Tilly and
Shore Capital will be contained within the Scheme Document.
9. Information relating to Randotte
Randotte is a private limited company incorporated in Scotland
on 10 February 2012 and formed specifically for the purposes of the
Acquisition. The Lees Directors are the Randotte Directors and
subject to completion of the Exchange Agreements, shareholders in
Randotte. Randotte has not traded since its incorporation other
than in connection with the Acquisition.
As at the date of this announcement, Randotte has an issued
share capital of 2 ordinary shares of GBP1 each (one held by David
Simson and one held by Clive Miquel).
10. Financing of the Acquisition
The aggregate consideration payable in cash pursuant to the
Scheme will be GBP4.43 million.
Randotte has entered into agreements with Lloyds Banking Group
whereby Lloyds Banking Group will provide the relevant facilities
to finance the Consideration. The facilities, which amount to GBP5
million, comprise a term loan of GBP2.4 million which is repayable
by 30 June 2017, and two bridging facilities of GBP1.4 million and
GBP1.2 million respectively that fall due for repayment on 31 July
2012 and 14 July 2012 respectively.
Grant Thornton, as financial adviser to Randotte, is satisfied
that sufficient resources are available to Randotte to satisfy in
full the cash consideration under the terms of the Scheme.
11. Management, employees and locations
The Randotte Directors have confirmed that they have no current
plans to make any material change in the conditions of employment
of the Lees Group's management and employees following the Scheme
becoming effective and have no current plans to change the current
strategy of Lees, its fixed assets or the location of Lees'
operational places of business.
Lees currently employs approximately 270 people across its two
factories and the Randotte Directors anticipate that it will remain
an important employer in the local area. It is the intention of the
Randotte Directors for employment to be maintained at or above the
current level for the foreseeable future.
In accordance with the requirements of Rule 2.12 of the Code,
Lees will make available to employees a copy of this announcement
and will inform employees of the right of employee representatives
under Rule 25.9 of the Code to require that a separate opinion of
the employee representatives on the effects of the Acquisition on
employment be appended to the Scheme circular.
12. Lees Directors, senior employees and the Lees ESOT and the
effect of the Scheme on their interests
Directors
Details of the interests of the Lees Directors in the share
capital of Lees, are set out below. Pursuant to the Exchange
Agreements, the Lees Directors will, upon completion of these
agreements, receive Randotte Shares in consideration for a
significant proportion or all of their holdings of Lees Shares as
at the date of this announcement.
Name Number of Percentage Number of Lees Number of
Lees Shares holding Shares that Lees Shares
(including of the total will be exchanged that will
Lees Shares issued share for shares be acquired
held by spouses)(1) capital in Randotte for cash
of Lees
Clive
Miquel 102,659 4.20% 102,659 -
David
Simson 144,078 5.89% 102,659 41,419
Nadia
Millar(2) 76,5733 3.13% 76,573 -
Bert Croll 44,700 1.83% 44,700 -
Klaus
Perch-Nielsen 238,471 9.75% 102,659 135,812
(1) Any Lees Shares held by a spouse are controlled by the
relevant Lees Director.
(2) 42,373 of these shares are held as part of a family
trust.
(3) Nadia Millar intends to exercise options over 20,000 Lees
Shares following publication of this announcement. An application
for these 20,000 Lees Shares to be admitted to trading on AIM will
be made prior to the publication of the Scheme Document.
David Simson and Klaus Perch-Nielsen have agreed that some of
their Lees Shares will be acquired for cash under the Scheme rather
than for shares in Randotte to achieve an agreed shareholder
position in Randotte following the Effective Date.
Senior employees
Pursuant to the First Exchange Agreement, certain senior
employees of Lees will, upon completion of such agreement, receive
Randotte Shares in consideration for all of their holding of Lees
Shares, as set out below.
Name Position Number Percentage holding Number of
of Lees of the total Lees Shares
Shares issued share that will
capital of Lees be exchanged
for shares
in Randotte
Lees Group Production
David Simpson Director 19,800 0.81% 19,800
Lees Group Supply
Steven Purves Chain Director 3,400 0.14% 3,400
Lees Group Financial
Sharon Lambe Controller 1,600 0.07% 1,600
The Waverley
Bakery Limited
(subsidiary of
Lees) Finance
Robert Murray Director 900 0.04% 900
Lees ESOT
The Lees ESOT is a trust set up to hold Lees Shares which can be
gifted, sold or have options granted over, at the discretion of the
trustee. The trustee is Dalry Investments Ltd, a wholly owned
subsidiary of Lees whose directors are three of the Lees Directors,
Klaus Perch-Nielsen, Clive Miquel and David Simson.
The Lees ESOT was established in 1995 for the benefit of and to
incentivise employees of the Lees Group and has been used to
distribute shares to employees. The Lees ESOT currently holds
64,488 Lees Shares representing approximately 2.64 per cent. of the
entire issued share capital of Lees. None of the Lees Shares held
by the Lees ESOT are allocated to any specific employee.
Pursuant to the First Exchange Agreement, the Lees Shares held
by the Lees ESOT will be exchanged for an equal number of new
shares in Randotte to ensure that the trustee can continue to
operate the Lees ESOT following completion of the Acquisition.
Other effects of Scheme
There are no plans to introduce any new service agreements to
the Lees Directors and the employees of Lees on more favourable
terms than their existing service agreements.
Save as set out above, the effect of the Scheme on the interests
of the Lees Directors and the other Exchange Shareholders does not
differ from its effect on the interests of any other person.
In common with the other employees who hold options granted
pursuant to the Lees Share Plans, appropriate proposals (as
described below) will also be made to the Lees Directors in respect
of their options granted under that arrangement.
Vote on arrangements under the Exchange Agreements
The Panel has agreed, pursuant to Rule 16 of the Code, that the
Lees Directors (and connected persons), certain senior employees of
Lees and the Lees ESOT will be permitted to receive shares in
Randotte as consideration for the exchange of those Lees Shares
which are the subject of the Exchange Agreements, provided the
Independent Shareholders give their approval to these arrangements
(by passing the Ordinary Resolution at the General Meeting).
Shore Capital, having reviewed the terms of the Exchange
Agreements, considers that the terms of the Exchange Agreements are
fair and reasonable so far as the Independent Shareholders are
concerned.
13. Lees Share Plans
Options granted pursuant to the Lees Share Plans which have not
already vested will become exercisable in full on the Effective
Date and will remain so exercisable for a period of six weeks.
Any Lees Shares issued or transferred pursuant to the exercise
of options under the Lees Share Plans prior to the Scheme Record
Time will be subject to the terms of the Scheme.
As set out in the Special Resolution to be proposed at the
General Meeting, an amendment to the Articles will be proposed to
the effect that any Lees Shares allotted and issued pursuant to the
exercise of an option under the Lees Share Plans after the Scheme
Record Time (which are not subject to the Scheme) will
automatically be transferred to, or purchased by, Randotte on the
same terms as the Acquisition.
Participants in the Lees Share Plans will receive a separate
explanatory letter which (i) explains the effect of the Scheme on
their options, (ii) informs them of their right to exercise those
options during the period noted above and (iii) invites them, as an
alternative to such exercise, to surrender their entitlements in
return for the payment of a cash amount which (after deductions in
respect of tax and social security contributions) is equal to the
gain they would have made had they exercised their options and sold
the resulting Lees Shares for cash pursuant to the Scheme.
14. Opening position disclosures and interests
Randotte confirms that it is today making an Opening Position
Disclosure, setting out the details required to be disclosed by it
under Rule 8.1(a) of the Code.
15. The Scheme
Introduction
The Acquisition is being effected by means of a scheme of
arrangement between Lees and the Scheme Shareholders pursuant to
the provisions of Part 26 of the Companies Act (details of which
will be set out in full in the Scheme Document) and pursuant to the
Exchange Agreements.
The purpose of the Scheme is to enable Randotte, once the Scheme
becomes effective and the Exchange Agreements are completed, to
become the owner of the entire issued and to be issued share
capital of Lees. This is to be achieved by the cancellation of the
Scheme Shares by way of the Capital Reduction confirmed by the
Court and the application of the credit arising in its books on
account of capital caused by the cancellation of Scheme Shares in
paying up in full new Lees Shares to be allotted to Randotte (with
an aggregate nominal value equal to that of the Scheme Shares
cancelled). Upon the Scheme becoming effective (and completion of
the Exchange Agreements), Randotte will become the owner of the
whole of the issued and to be issued share capital of Lees.
To become effective, the Scheme will require, amongst other
things, the approval at the Court Meeting of a majority in number
of the Meeting Shareholders present and voting, either in person or
by proxy, representing 75 per cent. or more in value of the Meeting
Shares held by such Meeting Shareholders, and the passing of the
Resolutions necessary to approve certain matters to give effect to
the Scheme at the General Meeting. The Special Resolution to be
proposed at the General Meeting requires votes in favour
representing 75 per cent. or more of the votes attached to Lees
Shares voted at the General Meeting, whether in person or by proxy.
The Ordinary Resolution to be proposed at the General Meeting
requires votes in favour representing more than 50 per cent. of the
votes cast by Independent Shareholders at the General Meeting. Lees
Shareholders who are not independent of Randotte are precluded from
voting on the Ordinary Resolution in accordance with the Code.
Following the Court Meeting and the General Meeting and the
satisfaction (or, where applicable, waiver) of the other
Conditions, the Scheme must also be sanctioned by the Court and the
associated Re-registration authorised and Capital Reduction
confirmed by the Court at the Scheme Court Hearing convened to
sanction the Scheme. The Scheme, the Re-registration and the
Capital Reduction will take effect when a certified copy of the
Court Order, together with the requisite statement of capital, has
been delivered to the Registrar of Companies in Scotland and, if so
ordered by the Court, in the case of the Re-registration and the
Capital Reduction, registered by him. If the Scheme becomes
effective, it will be binding on all Scheme Shareholders
irrespective of whether they attended or voted, and if they voted,
whether they voted for or against the Scheme, at the Court Meeting
or the General Meeting.
It is intended that dealings in Lees Shares will be suspended at
6.00 p.m. (London time) on the business day prior to the Scheme
Court Hearing. Prior to the Effective Date, application will be
made to the London Stock Exchange to cancel the admission to
trading of Lees Shares on AIM. This is expected to take effect on
or around the Effective Date.
On the Effective Date, share certificates in respect of the Lees
Shares will cease to be valid and should be destroyed. In addition,
entitlements to Lees Shares held within the CREST system will be
cancelled on the Effective Date.
The Meetings
The Scheme is subject to the satisfaction (or waiver (if capable
of waiver)) of the Conditions set out in Appendix I of this
announcement. To become effective, the Scheme will also require
approval by Meeting Shareholders at the Court Meeting, the approval
of the Ordinary Resolution by the Independent Shareholders at the
General Meeting and the approval of the Special Resolution by the
Lees Shareholders at the General Meeting.
The Court Meeting
The Court Meeting will be convened at the direction of the Court
to seek the approval of Meeting Shareholders for the Scheme (with
or without modification).
At the Court Meeting, the Scheme must be approved by a majority
in number of those Meeting Shareholders present and voting, either
in person or by proxy, representing 75 per cent. or more in value
of all Meeting Shares held by such Meeting Shareholders. The result
of the Court Meeting will be posted on Lees' website.
The Scheme Shares held by Coven, Klaus Perch-Nielsen, David
Simson, Shirley Simson and Anna Perch-Nielsen will be treated as a
separate class from the other Scheme Shares as Klaus Perch-Nielsen
and David Simson are directors of Randotte, Coven is controlled by
the Perch-Nielsen family, Shirley Simson is connected with David
Simson and Anna Perch-Nielsen is connected with Klaus
Perch-Nielsen. Accordingly, Coven, Klaus Perch-Nielsen, David
Simson, Shirley Simson and Anna Perch-Nielsen will not be eligible
to vote at the Court Meeting. However, in order to allow the Court
to sanction the Scheme, such shareholders will be required
separately to consent to, and undertake to be bound by, the terms
of the Scheme.
The General Meeting
The General Meeting will be convened to consider and, if thought
fit, approve the Resolutions.
The Ordinary Resolution (which requires votes in favour
representing more than 50 per cent. of the votes attached to Lees
Shares held by Independent Shareholders voted at the General
Meeting, whether in person or by proxy) has been proposed to
approve the arrangements under the Exchange Agreements for the
purposes of Rule 16.2 of the Code.
The Special Resolution (which requires votes in favour
representing 75 per cent. or more of the votes attached to Lees
Shares voted at the General Meeting, whether in person or by proxy)
has been proposed to approve various provisions necessary to
implement the Scheme, including:
(a) the Capital Reduction;
(b) subject to the Capital Reduction taking effect, the
application of the resulting reserve in the books of account of
Lees in paying up in full the New Lees Shares;
(c) the granting of authority to the Lees Directors pursuant to
section 551 of the Companies Act to allot the New Lees Shares to
Randotte in accordance with the terms of the Scheme; and
(d) to amend the articles of association of Lees (as described below).
It is proposed the Articles be amended so as to ensure that any
Lees Shares issued at, or after, the adoption of the amended
articles of association of Lees but at or before the Scheme Record
Time will be subject to the terms of the Scheme and that any Lees
Shares issued after the Scheme Record Time (other than to Randotte
and/or its nominees) will automatically be transferred to, or
purchased by, Randotte on the same terms as the Acquisition. This
amendment will avoid any person (other than Randotte) holding
shares in the capital of Lees after the Effective Date.
The Panel has agreed, pursuant to Rule 16 of the Code, that the
Lees Directors (and connected persons), certain senior employees of
Lees and the Lees ESOT will be permitted to receive shares in
Randotte as consideration for their Lees Shares, provided the
Independent Shareholders give their approval to these arrangements
(by passing the Ordinary Resolution).
The Scheme Court Hearing
Under the Companies Act, the Scheme also requires the sanction
of the Court. There will be one Court hearing in order to sanction
the Scheme, authorise the Re-registration and confirm the Capital
Reduction.
The Scheme Court Hearing to sanction the Scheme, authorise the
Re-registration and confirm the Capital Reduction will be held at
the Court of Session, Parliament House, Parliament Square,
Edinburgh, EH1 1RQ. Any Lees Shareholder or other person who
considers that he or she has an interest in the Scheme (each an
"Interested Party") and who is concerned that the Scheme may
adversely affect them is entitled to be heard by the Court.
Modifications to the Scheme
The Scheme contains a provision for Lees and Randotte jointly to
consent, on behalf of all persons affected, to any modification of,
or addition to, the Scheme or to any condition approved or imposed
by the Court. The Court would be unlikely to approve any
modification of, or addition to the Scheme which might be material
to the interests of Scheme Shareholders.
Conditions to the Acquisition
The Acquisition and, accordingly, the Scheme are subject to a
number of conditions set out in Appendix I of this announcement. In
summary, the Scheme is conditional upon, amongst other things:
(a) the approval of the Scheme at the Court Meeting, or any
adjournment thereof, by a majority in number of Meeting
Shareholders present and voting, either in person or by proxy,
representing 75 per cent. or more in value of the Meeting Shares
held by such Meeting Shareholders;
(b) the Resolutions set out in the notice of the General Meeting
being passed by the requisite majorities at the General Meeting, or
any adjournment thereof; and
(c) the sanction of the Scheme, the authorisation of the
Re-registration and the confirmation of the Capital Reduction by
the Court (in either case, with or without modifications on terms
agreed by Randotte and Lees) and a certified copy of the Court
Order (together with the statement of capital attached thereto)
being delivered to the Registrar of Companies in Scotland (and, in
the case of the Capital Reduction and the Re-registration, if so
ordered by the Court, registered by the Registrar of Companies in
Scotland).
16. Overseas Shareholders
The implications of the Scheme and the Acquisition for Overseas
Shareholders may be affected by the laws of jurisdictions outside
the United Kingdom. Overseas Shareholders should inform themselves
about, and must observe, any applicable legal requirements. It is
the responsibility of any Overseas Shareholders to satisfy
themselves as to the full observance of the laws and regulatory
requirements of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or
other consents which may be required, the compliance with other
necessary formalities and the payment of any issue, transfer or
other taxes or duties or payments due in such jurisdiction.
This announcement has been prepared for the purposes of
complying with Scots law, the Code and the AIM 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 and regulations of any jurisdiction outside of the
United Kingdom.
Lees Shareholders who are citizens or residents of the United
States or other jurisdictions outside of the United Kingdom should
consult their own legal and tax advisers with respect to the legal
and tax consequences of the Scheme in light of their particular
circumstances.
17. Settlement
Subject to the Scheme becoming effective and except with the
consent of the Panel, settlement of the Consideration to which any
Scheme Shareholder is entitled under the Scheme will be effected in
the manner set out below.
(a) Scheme Shares held in uncertificated form
Where at the Scheme Record Time, a Scheme Shareholder holds
Scheme Shares in uncertificated form they will receive the
Consideration to which they are entitled through CREST by Capita
Registrars on behalf of Randotte procuring the creation of an
assured payment obligation in favour of the appropriate CREST
account through which the relevant Scheme Shareholder holds such
uncertificated shares in respect of the Consideration due to him.
The creation of such an assured payment arrangement shall be a
complete discharge of the obligations of Randotte under the Scheme
with reference to payments made through CREST. Settlement of the
Consideration will be paid through CREST within 14 days after the
Effective Date, in accordance with CREST payment arrangements.
As from the Scheme Record Time, each holding of Scheme Shares
credited to any stock account in CREST will be disabled and all
Scheme Shares will be removed from CREST in due course
thereafter.
Randotte reserves the right to pay all or any part of the
Consideration referred to above to all or any Scheme Shareholder(s)
who holds Scheme Shares in uncertificated form at the Scheme Record
Time in the manner referred to in sub-paragraph (b) below if for
any reason outside its control, it is not able to effect settlement
in accordance with this sub-paragraph.
(b) Scheme Shares held in certificated form
Where at the Scheme Record Time, a Scheme Shareholder holds
Scheme Shares in certificated form, settlement of the Consideration
will be made in pounds sterling by cheque drawn on a branch of a
clearing bank in the United Kingdom.
Settlement of the Consideration due under the Scheme in respect
of Scheme Shares held in certificated form will be dispatched:
(a) by first class post, by cheque drawn on a branch of a UK clearing bank; or
(b) by such other method as may be approved by the Panel.
All such payments (whether in respect of Scheme Shares in
uncertificated or certificated form) shall be made in pounds
sterling. Payments made by cheque shall be payable to Scheme
Shareholders concerned. Cheques shall be dispatched as soon as
practicable after the Effective Date and in any event within 14
days of the Effective Date. All deliveries of cheques required to
be made pursuant to the Scheme shall be effected by posting the
same day by first class post in pre-paid envelopes addressed to the
persons entitled thereto at their respective addresses as appearing
in the register of members of Lees at the Scheme Record Time or, in
the case of joint holders, at the address of that one of the joint
holders whose name stands first in such register in respect of such
joint holding at such time or in accordance with any special
instructions regarding communications, and neither Randotte nor
Lees shall be responsible for any loss or delay in the transmission
of cheques sent in this way and such cheques shall be sent at the
risk of the person entitled thereto.
On the Effective Date, each certificate representing a holding
of Scheme Shares will be cancelled and share certificates for such
shares will cease to be valid and should be destroyed.
Mandates in force at the Effective Date relating to the payment
of dividends and other instructions given by the Scheme
Shareholders in respect of their Scheme Shares will be deemed
revoked as from the Effective Date.
(c) General
Except with the consent of the Panel, settlement of the
Consideration to which any Scheme Shareholder is entitled under the
Scheme will be implemented in full in accordance with the terms of
the Scheme free of any lien, right of set-off, counterclaim or
other analogous right to which Randotte may otherwise be, or claim
to be, entitled against such shareholder.
18. Suspension and cancellation of admission to trading on AIM
It is intended that dealings in Lees Shares will be suspended at
4.30p.m. (London time) on the day prior to the Scheme Court
Hearing. Prior to the Effective Date, application will be made to
the London Stock Exchange to cancel the admission to trading of
Lees Shares on AIM. This is expected to take effect on or around
the Effective Date.
On the Effective Date, share certificates in respect of the Lees
Shares will cease to be valid and should be destroyed. In addition,
entitlements to Lees Shares held within the CREST system will be
cancelled on the Effective Date.
19. Further Information
Appendix I sets out the conditions and further terms of the
Acquisition.
Appendix II sets out the sources of information and bases of
calculation.
Appendix III sets out details of the irrevocable
undertakings.
Appendix IV contains definitions of certain terms used in this
announcement.
20. Documents on Display
In accordance with Rule 26.1 of the Code, copies of the
following documents will be made available on Lees' website
(www.leesfoods.co.uk) by no later than 12 noon (London time) on 10
April 2012 until the Effective Date:
(a) the irrevocable undertakings referred to in paragraph 5
above and summarised in Appendix III of this announcement;
(b) the facility agreements referred to in paragraph 10 above;
and
(c) the Exchange Agreements.
Enquiries:
Lees Foods Plc 01236 441600
Clive Miquel
Randotte (NO. 555) Limited 01236 441600
David Simson
Grant Thornton UK LLP
Financial Adviser to Randotte
(NO. 555) Limited 020 7383 5100
Philip Secrett, Colin Aaronson
or David Hignell
Shore Capital and Corporate
Limited
Financial Adviser to Lees
Foods Plc 020 7408 4090
Stephane Auton or Patrick
Castle
Shore Capital and Corporate Limited, which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for Lees and for no one else in connection with the Acquisition and
will not be responsible to anyone other than Lees for providing the
protections afforded to clients of Shore Capital and Corporate
Limited nor for providing advice in relation to the Acquisition or
any other matter or arrangement referred to in this
announcement.
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Randotte and
for no one else in connection with the Acquisition and will not be
responsible to anyone other than Randotte for providing the
protections afforded to clients of Grant Thornton UK LLP nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
Baker Tilly Corporate Finance LLP, which is authorised and
regulated in the United Kingdom by the Institute of Chartered
Accountants in England and Wales, is acting exclusively for Lees
and for no one else in connection with the Acquisition and will not
be responsible to anyone other than Lees for providing the
protections afforded to clients of Baker Tilly Corporate Finance
LLP nor for providing advice in relation to the Acquisition or any
other matter or arrangement referred to in this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Acquisition will be made solely through the Scheme
Document and the accompanying Forms of Proxy, which will together
contain the full terms and conditions of the Acquisition, including
details of how to vote in favour of the Scheme. Any response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document or any document by
which the Acquisition is made.
This announcement has been prepared for the purpose of complying
with the laws of the United Kingdom and the 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 the United Kingdom. The
release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Important information
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. This announcement has been prepared for the
purposes of complying with Scots law, the Code and the AIM 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 and regulations of any other
jurisdiction.
The availability of this announcement to persons who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not so resident should
inform themselves about and observe any applicable requirements in
those jurisdictions.
This announcement and the accompanying documents do not
constitute an offer or an invitation to purchase or subscribe for
any securities or a solicitation of an offer to buy any securities
pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful. This announcement
does not comprise a prospectus or a prospectus equivalent
document.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and service of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date. Nothing contained in this announcement
shall be deemed to be a forecast, projection or estimate of the
future financial performance of Lees or the Lees Group or of
Randotte, except where otherwise stated.
Forward Looking Statements
This announcement, oral statements made regarding the
Acquisition and other information published by Randotte or Lees may
contain certain statements that are or may be forward-looking.
These statements are based on the current expectations of the
management of Randotte and/or Lees (as applicable) and are
naturally subject to uncertainty and changes in circumstances. The
forward-looking statements contained herein may include statements
about the expected effects of the Acquisition, the expected timing
and scope of the Acquisition, anticipated earnings enhancements,
estimated cost savings and other synergies, costs to be incurred in
achieving synergies, potential disposals and other strategic
options and all other statements in this announcement other than
historical facts. Forward-looking statements include, without
limitation, statements that typically contain words such as:
"will", "may" "should", "could", "continue", "believes", "expects",
"intends" "estimates" "anticipates" "aims", "targets" "plans" and
"forecasts" or words of similar import. The forward-looking
statements refer to matters that are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond the
ability of the person making the statement to control or estimate
precisely, such as future market conditions and the behaviour of
other market participants. Other unknown or unpredictable factors
could also cause actual results to differ materially from those in
the forward looking statements. Therefore investors should not
place undue reliance on such statements as a prediction of actual
results. Randotte and Lees assume no obligation and do not intend
to update these forward-looking statements, whether as a result of
new information, future events or otherwise, except as required
pursuant to applicable law.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, Lees confirms that it
has 2,444,751 ordinary shares of GBP1 each in issue and admitted to
trading on AIM under International Securities Identification Number
(ISIN) GB00B09Y4116.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any
class of relevant securities of an offeree company or of any paper
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 paper 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 the offeree company and
any paper offeror.
An "Opening Position Disclosure" by a person to whom Rule 8.3(a)
of the Code 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 paper offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
paper 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 1 per cent. or more of any class of "relevant
securities" of the offeree company or of any paper offeror must
make a "Dealing Disclosure" if the person deals in any "relevant
securities" of the offeree company or of any paper 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 paper offeror, save to the extent that
these details have previously been disclosed under Rule 8 of the
Code. A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the
Code 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
paper offeror, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Code.
"Opening Position Disclosures" must also be made by the offeree
company and by any paper offeror and "Dealing Disclosures" must
also be made by the offeree company, by any paper offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2
and 8.4 of the Code).
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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8 of the Code, you should contact an independent financial adviser
authorised by the FSA under FSMA or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0)20 7638 0129.
Publication on Website
A copy of this announcement along with copies of the financing
documents described in paragraph 10 of the full text of this
announcement, the First Exchange Agreement, and when signed, the
Second Exchange Agreement, each as described in paragraph 3 of the
full text of this announcement and the irrevocable undertakings
described in paragraph 5 of the full text of this announcement will
be made available, free of charge, subject to certain restrictions
relating to Overseas Shareholders, on Lees' website at
www.leesfoods.co.uk by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the website referred to in this
announcement nor the content of any website accessible from
hyperlinks on Lees' website (or any other website) is incorporated
into, or forms part of, this announcement.
You may request a hard copy of this announcement, free of
charge, by contacting Colin Aaronson or David Hignell at Grant
Thornton UK LLP on 0207 383 5100.
Information relating to Lees Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Lees Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Lees may be provided to Randotte during the offer period as
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.12(c) of the Code.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming effective by no later than 28 June 2012
or such later date (if any) as Randotte and Lees may, with the
consent of the Panel, agree and the Court, if required, may
approve.
1. CONDITIONS OF THE SCHEME
The Scheme will be conditional upon:
(a) the approval of the Scheme at the Court Meeting, or any
adjournment thereof, by a majority in number of Meeting
Shareholders present and voting, either in person or by proxy,
representing 75 per cent. or more in value of the Meeting Shares
held by such Meeting Shareholders;
(b) each of the resolutions set out in the notice of the General
Meeting being duly passed by the requisite majority or majorities
at the General Meeting or at any adjournment of the General
Meeting; and
(c) the sanction of the Scheme with or without modification (but
subject to any such modification being acceptable to Randotte) by
the Court, the authorisation of the Re-registration by the Court,
the confirmation of the Capital Reduction by the Court, the
delivery of a certified copy of the Court Order and a statement of
capital to the Registrar of Companies in Scotland and, in the case
of the Capital Reduction and the Re-registration, if the Court so
directs, the registration of the Court Order by the Registrar of
Companies in Scotland.
2. CONDITIONS OF THE ACQUISITION
In addition, Randotte and Lees have agreed that the Acquisition
will be conditional upon the following Conditions and, accordingly,
the necessary actions to make the Scheme effective will not be
taken unless the following Conditions (as amended if appropriate)
have been satisfied or, where relevant, waived:
(a) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body, institution,
association or agency (including any trade agency) or any court or
other body (including any professional body) or person in any
jurisdiction (each, a "Third Party") having (by notification in
writing) decided to take, institute, implement or threaten, or
having announced its intention to take institute or implement, any
action, proceedings, suit, investigation, enquiry or reference or
enacted, or made or proposed any statute, regulation, order or
decision or taken any other steps and there not continuing to be
any statute, regulation, order or decision, in each case which
would or might be expected to, in each case to an extent which is
material in the context of Randotte or the Lees Group, as the case
may be, taken as a whole:
a. make the Acquisition or the acquisition or the proposed
acquisition of any shares in, or control of Lees or any member of
the Lees Group, by Randotte void, unenforceable or illegal under
the laws of any relevant jurisdiction or directly or indirectly
restrain, restrict, prohibit, frustrate or otherwise materially
delay or interfere with the implementation of, or impose additional
material conditions or obligations with respect to, or otherwise in
a material way challenge, the Acquisition, the acquisition of any
shares in, or control of, Lees or any member of the Lees Group by
Randotte;
b. require the divestiture by Randotte or any member of the Lees
Group of all or any material part of their respective businesses,
assets or properties or impose any limitation on their ability to
conduct all or any part of their respective businesses or to own
any of their respective assets or properties;
c. require the divestiture by Randotte of any shares or other
securities in Lees or any member of the Lees Group;
d. limit or delay, or impose any material limitations on the
ability of Randotte or any member of the Lees Group to acquire or
hold or to exercise effectively, directly or indirectly, all or any
rights of ownership of shares or other securities in, or to
exercise management control over, any member of the Lees Group or
Randotte;
e. other than in connection with the implementation of the
Acquisition, require Randotte or any member of the Lees Group to
subscribe for, acquire, offer to subscribe for or acquire, any
shares or other securities (or interest) of any member of the Lees
Group or Randotte;
f. impose any limitation on the ability of Randotte or any
member of the Lees Group to integrate or co-ordinate its business,
or any part of it, with the businesses or any part of the
businesses of Randotte and/or any other member of the Lees
Group;
g. result in any member of the Lees Group ceasing to be able to
carry on business under any name under which it presently does so;
or
h. otherwise materially adversely affect any or all of the
businesses, assets, financial or trading position or profits or
prospects of Randotte or any member of the Lees Group,
and all applicable waiting and other time periods during which
any such Third Party could institute or implement or threaten any
such action, proceeding, suit, investigation, enquiry or reference
or otherwise intervene having expired, lapsed or been
terminated;
(b) all necessary material notifications, filings or
applications in connection with the Acquisition or its
implementation having been made and all appropriate waiting and
other time periods (including extensions of such periods) under any
applicable legislation or regulation of any relevant jurisdiction
having expired, lapsed or been terminated in each case in respect
of the Acquisition and the acquisition of any shares in, or control
of, Lees or any other member of the Lees Group by Randotte or the
carrying on by any member of the Lees Group of its business;
(c) all authorisations, orders, grants, recognitions,
confirmations, licences, consents, clearances, permissions and
approvals ("Authorisations") which Randotte reasonably considers
necessary in any relevant jurisdiction for or in respect of the
Acquisition, the proposed acquisition of any shares or securities
in, or control of, Lees or any member of the Lees Group by Randotte
or any matters arising from such acquisition being obtained in
terms and in a form reasonably satisfactory to Randotte from
appropriate Third Parties (in each case where the absence of such
authorisation could reasonably be expected by Randotte to have a
material adverse effect on the Lees Group taken as a whole or
Randotte, as the case may be) and such Authorisations together with
all necessary Authorisations for any member of the Lees Group to
carry on its business (where such business is material in the
context of the Lees Group taken as a whole and where the absence of
such Authorisations would have a material and adverse effect on the
Lees Group taken as a whole) remaining in full force and effect and
no notice or announcement having been made by the relevant Third
Party of any intention to revoke, withdraw, suspend, restrict,
withhold or modify or not to renew any of them having been made
under the laws or regulations of any relevant jurisdiction (in each
case to an extent which would have a material and adverse effect on
the Lees Group taken as a whole) and all necessary statutory or
regulatory obligations in any relevant jurisdiction in respect of
the Acquisition having been materially complied with;
(d) since the latest date prior to the publication of the Scheme
Document:
a. no adverse change, and no other circumstance which would or
might be likely to result in any adverse change, in the business,
assets, financial or trading position or profits or prospects of
any member of the Lees Group having occurred which is material in
the context of the Lees Group taken as a whole;
b. no litigation, arbitration, prosecution or other legal
proceedings having been threatened, announced, instituted or become
pending and remaining outstanding by, against or in respect of any
member of the Lees Group or to which any member of the Lees Group
is or may be a party (whether as claimant or defendant or
otherwise) and no enquiry or investigation by or complaint or
reference to any Third Party or other investigative body against or
in respect of any member of the Lees Group having been threatened,
announced, implemented, instituted or become pending and remaining
outstanding by, against or in respect of any member of the Lees
Group in any such case which would or would be reasonably likely to
materially affect the Lees Group taken as a whole;
c. no claim being made and no circumstances having arisen which
might reasonably be expected to lead to a claim being made under
the insurance of any member of the Lees Group where such claim
would not be covered by such insurance and where such claim is
material in the context of the Lees Group taken as a whole;
d. no steps having been taken which are reasonably likely to
result in the withdrawal (without replacement), cancellation or
termination of any licence, permit or consent held by any member of
the Lees Group which is necessary for the carrying on by such
member of its business and which is material in the context of the
Lees Group taken as a whole; and
e. no contingent or other liability of any member of the Lees
Group having arisen or become apparent to Randotte or increased,
which in any case is material in the context of the Lees Group
taken as a whole.
3. FURTHER TERMS OF THE ACQUISITION
Subject to the requirements of the Panel, Randotte reserves the
right to waive all or any of the Conditions in whole or in
part.
The Lees Shares will be acquired by Randotte free from all
liens, charges, encumbrances, rights of pre-emption and any other
third party rights of any nature whatsoever and together with all
rights attaching thereto including the right to receive in full all
dividends and other distributions declared, paid or made on or
after 10 April 2012.
The Acquisition will be governed by Scots law and be subject to
the jurisdiction of the Court and to the conditions set out in this
announcement. The Acquisition will comply with the applicable rules
and regulations of the London Stock Exchange and the Code.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used.
1.1 References to a percentage of Lees Shares are based on 2,444,751 issued Lees Shares.
1.2 The value of the entire issued ordinary share capital of
Lees is based on 2,444,751 issued Lees Shares.
1.3 The closing share price of 224 pence on 5 April 2012 is the
mid-market price as sourced from the AIM Appendix to the Daily
Official List. The average volume-weighted closing price of 204.5
pence over the 6 months and 174.5 pence over the 36 months prior to
5 April 2012 are calculated based on the mid-market prices and
daily trading volumes as sourced from Morningstar.
1.4 Unless otherwise stated, the financial information relating
to Lees is extracted from the audited consolidated financial
statements of Lees for the financial year to 31 December 2010,
prepared in accordance with IFRS and from the unaudited
consolidated financial statements of Lees (from its interim report)
for the six months ended 30 June 2011, prepared in accordance with
IFRS.
1.5 The International Securities Identification Number for Lees Shares is GB00B09Y4116.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Certain of the Scheme Shareholders have given irrevocable
undertakings to vote or procure the vote in favour of the Scheme at
the Court Meeting and the Resolutions to be proposed at the General
Meeting in relation to the following Scheme Shares:
Percentage
Number of Scheme of Meeting
Name Shares Shares
Alasdair Locke 256,949 21.3%
Ringway Limited 80,000 6.6%
Trustees of the FCL
Trust(1) 70,000 5.8%
F & P Investments
Limited(1) 55,932 4.6%
Graham York 30,000 2.5%
492,881 40.9%
(1) Graham York is a trustee of the FCL Trust and a director of
F & P Investments Limited.
The irrevocable undertaking set out above will lapse if:
(a) the Scheme terminates or lapses in accordance with its terms
or otherwise becomes incapable of ever becoming effective; or
(b) a third party announces a firm intention to make an offer
for Lees (whether by scheme of arrangement or by way of takeover
offer) at a value exceeding 230 pence per Lees Share or a
securities exchange offer the value of which on the day of
announcement exceeds 230 pence per Lees Share.
A copy of the irrevocable undertakings described above will be
available on Lees' website (www.leesfoods.co.uk).
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Acquisition" the proposed acquisition by Randotte
of the entire issued and to be issued
share capital of Lees, on the terms
and subject to the conditions set
out in this announcement (and, where
the context so requires, any subsequent
revision, variation, extension or
renewal of such acquisition);
"AIM" the AIM market operated by the London
Stock Exchange;
"AIM Rules" the rules and guidance for companies
whose shares are admitted to trading
on AIM entitled "AIM Rules for Companies"
published by the London Stock Exchange,
as amended from time to time;
"Articles" the articles of association of Lees;
"Baker Tilly" Baker Tilly Corporate Finance UK LLP,
25 Farringdon Street, London EC4A
4AB
"Board" the board of directors of Lees;
"business day" a day on which the London Stock Exchange
is open for the transaction of business;
"Capital Reduction" the reduction of Lees' share capital
by cancelling and extinguishing the
Scheme Shares provided for by the
Scheme pursuant to section 641 of
the Companies Act;
"Capita Registrars" a trading name of Capita Registrars
Limited;
"Closing Price" the mid-market prices of Lees Shares
as sourced from Morningstar;
"Code" the City Code on Takeovers and Mergers
of the United Kingdom (as amended);
"Companies Act" the Companies Act 2006 (as amended);
"Conditions" the conditions to the Acquisition
which are set out in Appendix I of
this announcement;
"Consideration" the cash consideration due to Scheme
Shareholders in connection with the
Scheme;
"Court" the Court of Session, Edinburgh, Scotland;
"Court Meeting" the meeting of Scheme Shareholders
to be convened pursuant to an order
of the Court pursuant to Part 26 of
the Companies Act for the purpose
of considering and, if thought fit,
approving the Scheme (with or without
modification), and any adjournment
thereof;
"Court Order" the order of the Court sanctioning
the Scheme under section 899 of the
Companies Act, authorising the Re-registration
and confirming the Capital Reduction
under section 648 of the Companies
Act;
"Coven" Coven-SA Limited, a company incorporated
in Scotland (with registered number
SC063213) with its registered office
at 12 Hope Street, Edinburgh, Midlothian
EH2 4DB;
"CREST" the relevant system (as defined in
the Uncertificated Securities Regulations)
of which Euroclear is the Operator
(as defined in the Uncertificated
Securities Regulations);
"Effective Date" the date that the Scheme becomes effective
in accordance with its terms;
"Euroclear" Euroclear UK & Ireland Limited, a
company incorporated under the laws
of England & Wales;
"Exchange Agreements" the First Exchange Agreement and the
Second Exchange Agreement;
"Exchange Shareholders" Klaus Perch-Nielsen, David Simson,
Shirley Simson, the trustees of the
Lees ESOT, Clive Miquel, Catrine Miquel,
Nadia Millar, the trustees of the
Saccomando Flexible Gift Trust, Bert
Croll, Elspeth Croll, David Simpson,
Steven Purves, Sharon Lambe and Robert
Murray;
"Exchange Shares" the 539,438 Lees Shares being exchanged
by the Exchange Shareholders pursuant
to the Exchange Agreements;
"Excluded Shares" any Lees Shares which are registered
in the name of or beneficially owned
by Randotte or its nominee(s) at the
relevant time and the Exchange Shares;
"First Exchange Agreement" the share exchange agreement dated
5 April 2012 among Randotte, Lees
and the Exchange Shareholders;
"Forms of Proxy" the form of proxy for use at the Court
Meeting and/or the form of proxy for
use at the General Meeting;
"FSA" the United Kingdom Financial Services
Authority;
"FSMA" the Financial Services and Markets
Act 2000;
"General Meeting" the general meeting of Lees to be
convened in connection with the Scheme
and the Capital Reduction, including
any adjournment thereof;
"Grant Thornton" Grant Thornton UK LLP, Grant Thornton
House, Melton Street, Euston Square,
London NW1 2EP;
"Independent Shareholders" all holders of Lees Shares other than
the Exchange Shareholders, Coven and
Anna Perch-Nielsen
"Lees" or the "Company" Lees Foods Plc, a company incorporated
in Scotland (with registered number
213987) with its registered office
at North Caldeen Road, Coatbridge,
North Lanarkshire, United Kingdom,
ML5 4EF;
"Lees Directors" the directors of Lees;
"Lees ESOT" the Lees Foods Plc employee share
ownership trust;
"Lees Group" Lees, its subsidiaries and subsidiary
undertakings;
"Lees Shareholders" the holders of Lees Shares, from time
to time;
"Lees Shares" ordinary shares of GBP1 each in the
share capital of Lees;
"Lees Share Plans" Lees EMI Share Option Plan established
by the board of directors on 26 November
2010 and Lees Approved Share Option
Plan established by resolution of
the board of directors on 28 June
2011;
"London Stock Exchange" London Stock Exchange plc;
"Meeting Shareholders" all holders of Meeting Shares;
"Meeting Shares" all Scheme Shares other than those
held by Coven, Klaus Perch-Nielsen,
David Simson, Shirley Simson and Anna
Perch-Nielsen;
"Meetings" the Court Meeting and/or the General
Meeting as the case may be;
"New Lees Shares" the new ordinary shares of GBP1 each
in the share capital of Lees to be
issued to Randotte following the Capital
Reduction in accordance with the terms
of the Scheme;
"Ordinary Resolution" the ordinary resolution to be proposed
at the General Meeting in accordance
with the requirements of the Code
to approve certain arrangements under
the Exchange Agreements in the form
set out in the Scheme Document;
"Overseas Shareholders" Lees Shareholders located or resident
outside the United Kingdom;
"Panel" the Panel on Takeovers and Mergers
in the United Kingdom;
"Profit Estimate" the estimate of profit for the year
ended 31 December 2011 set out in
Part V of the Scheme Document
"Randotte" Randotte (No.555) Limited, a company
incorporated in Scotland (with registered
number SC416783) with its registered
office at 1 Exchange Crescent, Conference
Square, Edinburgh EH3 8UL;
"Randotte Directors" the board of directors of Randotte;
"Regulatory Information any of the services approved by the
Service" London Stock Exchange for the distribution
to the public of announcements and
included within the list maintained
on the London Stock Exchange website,
www.londonstockexchange.com;
"Resolutions" the Ordinary Resolution and the Special
Resolution;
"Re-registration" the proposed re-registration of Lees
as a private limited company under
section 651 of the Companies Act and
as provided for in the Scheme;
"Scheme" the proposed scheme of arrangement
under Part 26 of the Companies Act
between Lees and Scheme Shareholders,
with or subject to any modification,
addition or condition thereto approved
or imposed by the Court and agreed
to by Randotte;
"Scheme Court Hearing" the hearing at which the Court Order
is sought;
"Scheme Document" the document that is required to be
sent to Shareholders within 28 days
of this announcement, pursuant to
Rule 24.1 of the Code;
"Scheme Proposal" the proposed acquisition of Lees by
Randotte pursuant to the Scheme and
other matters relevant thereto to
be considered at the Court Meeting
and the General Meeting;
"Scheme Record Time" 6.00 p.m. on the business day immediately
prior to the hearing at which the
Court's sanction of the Scheme, authorisation
of the Re-registration and confirmation
of the Capital Reduction will be sought;
"Scheme Shareholders" the holders of Scheme Shares;
"Scheme Shares" all Lees Shares:
(i) in issue at the date of the Scheme
Document; and
(ii) (if any) issued after the date
of the Scheme Document and before
the Voting Record Time; and
(iii) (if any) issued at or after
the Voting Record Time but on or before
the Scheme Record Time either on terms
that the original or any subsequent
holders thereof are bound by the Scheme
or in respect of which such holders
are, or shall have agreed in writing
to be, so bound,
but excluding any Excluded Shares;
"Second Exchange the share exchange agreement proposed
Agreement" to be entered into among Randotte,
Lees and Nadia Millar;
"Shore Capital" Shore Capital and Corporate Limited,
Bond Street House, 14 Clifford Street,
London W1S 4JU;
"Special Resolution" the special resolution to approve,
amongst other things, the cancellation
of the entire issued share capital
of Lees and such other matters as
may be necessary to implement the
Scheme in the form set out in the
Scheme Document;
"Uncertificated Securities the Uncertificated Securities Regulations
Regulations" 2001 (SI 2001 No. 3755);
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland;
"United States" or the United States of America, its
"US" territories and possessions, any state
of the United States of America, the
District of Columbia and all other
areas subject to its jurisdiction;
"VAT" value added tax;
"Voting Record Time" the time and date specified in the
Scheme Document by reference to which
entitlement to vote on the Scheme
will be determined, expected to be
6.00 p.m. on the day which is two
days before the date of the Court
Meeting or, if the Court Meeting is
adjourned, 6.00 p.m. on the day which
is two days before the date of such
adjourned Court Meeting; and
"GBP" and "pence" pounds and pence sterling, the lawful
currency of the UK.
In this announcement the expressions "subsidiary", "subsidiary
undertaking", "associated undertaking" and "undertaking" have the
meanings given by the Companies Act.
In this announcement, references to the singular includes the
plural and vice versa, unless the context otherwise requires.
References to time are to London time, unless the context otherwise
requires.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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