TIDMTFL
RNS Number : 4361M
Theo Fennell PLC
23 August 2013
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
23 August 2013
Theo Fennell PLC
Posting of Scheme Document
Recommended Cash Offer with Share Alternative
by Mirfield 1964 plc
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
On 1(st) August 2013 the board of Mirfield 1964 plc ("Mirfield")
and the Independent Directors of Theo Fennell PLC (the "Company")
announced that they had reached agreement on the terms of a
recommended cash offer, with a share alternative, to be made by
Mirfield for the whole of the issued and to be issued ordinary
share capital of the Company (the "Acquisition"). Mirfield was
incorporated on 11 June 2013 specifically for the purpose of making
the Acquisition on behalf of EME Capital LLP and its
co-investors.
It is proposed that the Acquisition will be made by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme") which will involve a reduction of
capital under Sections 645 to 649 of the Companies Act 2006.
The Company is today posting a circular to the Company
shareholders ("Shareholders") in connection with the Acquisition
(the "Scheme Document") containing, amongst other things, the full
terms and conditions of the Scheme, an explanatory statement
pursuant to section 897 of the Companies Act 2006, an expected
timetable of principal events and details of the actions to be
taken by Shareholders.
Expected timetable
As described in the Scheme Document, to become effective, the
Scheme, amongst other things, must be approved at the Court
Meeting, all of the resolutions must be passed at the General
Meeting and the Scheme and the Capital Reduction must subsequently
be sanctioned and confirmed by the Court. Both the Court Meeting
and General Meeting will be held at the offices of Memery Crystal
LLP, 44 Southampton Buildings, London WC2A 1AP on 16 September
2013, with the Court Meeting to commence at 11.00 a.m. and the
General Meeting to commence at 11.15 a.m. (or, if later, as soon as
the Court Meeting has concluded or been adjourned). Notices of the
Court Meeting and the General Meeting are set out in the Scheme
Document.
Subject to, amongst other things, the approval of Shareholders,
the sanction of the Court and the satisfaction of other Conditions
set out in the Scheme Document, it is expected the Scheme will
become effective on 4 October 2013.
The Appendix to this announcement contains the expected
timetable of principal events in connection with the Scheme.
Dealings and cancellation of Admission to trading on AIM
It is expected that dealings in TF Shares will be suspended at
07.30 a.m. (London time) on 3 October 2013. There will be no
dealings in TF Shares from that time.
The Company wishes to notify that application will be made to
the London Stock Exchange for the cancellation of admission to
trading on AIM of the TF Shares conditional upon the Scheme being
sanctioned by the Court and becoming effective. The notice period
of not less than 20 business days prior to cancellation referred to
in Rule 41 of the AIM Rules will commence today. It is anticipated
that cancellation of trading will take effect at 7.00 a.m. on 4
October 2013.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings
ascribed to them in the Scheme Document.
Enquiries
For further information contact:
Mirfield
Rahan Shaheen 020 3468 1900
finnCap Ltd (Financial adviser to Mirfield)
Stuart Andrews/Christopher
Raggett 020 7220 0500
Opus Corporate Finance LLP (Financial adviser and Rule
3 adviser to the Company)
Malcolm Strang/John McElroy 020 7025 3600
Cantor Fitzgerald Europe (Nominated Adviser and Broker
to the Company)
Mark Percy/Catherine Leftley 020 7894 7000
Pelham Bell Pottinger (Public Relations adviser to the
Company)
James Henderson/Lucy Miles 020 7861 3885
finnCap Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Mirfield and no-one else in connection with the Acquisition and
this announcement and will not be responsible to anyone other than
Mirfield for providing the protections afforded to clients of
finnCap Limited nor for providing advice in relation to the
Acquisition or the content of, or any matter or arrangement
referred to in, this announcement.
Opus Corporate Finance LLP, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and no-one else in connection with the
Acquisition and this announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Opus Corporate Finance LLP nor for providing
advice in relation to the Acquisition or the content of, or any
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 an invitation to purchase or subscribe for any securities
or a solicitation of any vote or approval in any jurisdiction.
Shareholders are advised to read carefully the formal documentation
in relation to the Mirfield offer once it has been despatched. The
proposals of the offer will be made solely through the Scheme
Document and the accompanying forms of Proxy and, for holders of
certified TF Shares, the Form of Election, which will contain the
full terms and conditions of the Scheme, including details of how
to vote with respect to the Scheme. Any response to the proposals
should be made only on the basis of the information in the Scheme
Document.
The availability of the offer, the Share Alternative and the
release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. The ability of
persons who are not resident in the United Kingdom to vote their
Company shares in respect of the Scheme at the Court Meeting, or to
execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. This
announcement has been prepared for the purposes of complying with
English law, the City Code on Takeovers and Mergers 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 England.
Mirfield B Shares have not been, and will not be, registered
under the US Securities Act or under the securities laws of any
state in the United States. The Share Alternative is not being made
available to Shareholders who are US Persons or other Restricted
Overseas Shareholders. Accordingly, Scheme Shareholders who are US
Persons or other Restricted Overseas Shareholders shall receive
cash notwithstanding any election made by them for the Share
Alternative, and there shall be no issuance of Mirfield B Shares to
such Scheme Shareholders.
Disclosure requirements of the City Code on Takeovers and
Mergers (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 (i)
the offeree company; and (ii) any paper 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 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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% 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. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (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.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement and the Scheme Document will be made
available, free of charge subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, at
www.theofennell.comand www.eme-capital.com 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 the Company's or EME Capital LLP's websites (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 finnCap on 020 7220 0500. Unless so
requested, a hard copy of this announcement will not be sent to
you. Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Mirfield offer should be in hard copy form.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The times and dates set out in the timetable below are
indicative only and will depend, among other things, on the date
upon which the Court sanctions the Scheme and the date on which the
Conditions are satisfied or, if capable of waiver, waived. If any
of the expected dates change, the Company will give notice of the
change by issuing an announcement through a Regulatory Information
Service.
Event Time and/or Date
Latest time for lodging BLUE Forms 11.00 a.m. on 14 September
of Proxy/CREST Proxy Instructions 2013 (1)
for the Court Meeting
Latest time for lodging WHITE Forms 11.15 a.m. on 14 September
of Proxy/CREST Proxy Instructions 2013 (1)
for the General Meeting
Voting Record Time 6.00 p.m. on 14 September
2013 (2)
Court Meeting 11.00 a.m. on 16 September
2013
General Meeting 11.15 a.m. on 16 September
2013(3)
The following dates are subject
to change; please see note 4 below
Latest time for withdrawals of Share 1.00 p.m. on 30 September
Elections in respect of the Share 2013(5)
Alternative
Latest time for receipt of GREEN 1.00 p.m. on 1 October 2013(6)
Forms of Election or settlement
of TTE instructions for Share Election
through CREST
Scheme Record Time 6.00 p.m. on 2 October 2013
Last day of dealings in, and registration 2 October 2013
of transfers of, TF Shares
Suspension of trading in TF Shares 7.30 a.m. on 3 October 2013
Court Hearing to sanction the Scheme 3 October 2013
and confirm the Reduction of Capital
Filing of Court Order 4 October 2013
Effective Date 4 October 2013
Cancellation of admission of the 7.00 a.m. on 4 October 2013
TF Shares to trading on AIM
Mirfield B Shares issued on or about 4 October 2013
Latest date for despatch of Consideration 18 October 2013
(cheques and/or share certificates
for Mirfield B Shares)
Long Stop Date, being the latest 31 December 2013
date by which the Scheme can become (or such later date as the
effective Company and Mirfield may
agree and, if applicable,
the Court may approve)
All times shown are London times unless otherwise stated.
NOTES
1 If the blue Form of Proxy for the Court Meeting is not
returned by the above time, it may be handed to Capita Registrars,
on behalf of the chairman of the Court Meeting, at the Court
Meeting before the taking of the poll. However, the white Form of
Proxy for the General Meeting must be returned by no later than
11.15 a.m. on 14 September 2013 (or, in the case of an adjourned
General Meeting, not less than 48 hours prior to the time and date
set for the adjourned meeting) to be valid.
2 If any of the Meetings are adjourned, then the Voting Record
Time for the adjourned Meeting will be 6.00 p.m. on the day which
is two days before such adjourned Meeting.
3 If the Court Meeting has not been concluded or adjourned prior
to the scheduled commencement of the General Meeting, the
commencement of the General Meeting will be delayed until the Court
Meeting has been concluded or adjourned.
4 These times and dates are indicative only and will depend,
among other things, on the date on which the Court sanctions the
Scheme and confirms the Reduction of Capital and the date on which
the Conditions are satisfied or waived. If any of the expected
dates changes, the Company will, unless the Panel otherwise
consent, give notice of the change by issuing an announcement
through a Regulatory Information Service.
5 If the Court Hearing to sanction the Scheme and confirm the
Reduction of Capital is postponed, then Share Elections may be
withdrawn up to the date which is three days prior to such later
Court Hearing.
6 If the Court Meeting and/or the General Meeting are adjourned,
the latest time for receipt of GREEN Forms of Election or
settlement of TTE instructions for the Share Election through CREST
shall be 1.00 p.m. on the date of the latest to be held of such
adjourned Meetings.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Theo Fennell (LSE:TFL)
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