Jimmy Choo Regulatory News (CHOO)

COURT APPROVAL OF SCHEME

SCHEME OF ARRANGEMENT

Jimmy Choo PLC

Michael Kors Holdings Limited

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

FOR IMMEDIATE RELEASE

27 October 2017

RECOMMENDED CASH ACQUISITION

of

JIMMY CHOO PLC

by

MICHAEL KORS HOLDINGS LIMITED

to be effectedby means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

COURT APPROVAL OF SCHEME

On 25 July 2017, Jimmy Choo PLC ("Jimmy Choo") and Michael Kors Holdings Limited ("Michael Kors") announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Jimmy Choo will be acquired by JAG Acquisitions (UK) Limited ("Michael Kors Bidco"), a wholly-owned subsidiary of Michael Kors (the "Acquisition"). The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Further to the announcement on 18 September 2017 in relation to the results of the Court Meeting and General Meeting and the announcement on 10 October 2017 in relation to the satisfaction of the final Condition to the Scheme relating to merger control following the European Commission's Phase I clearance of the Acquisition, Jimmy Choo is pleased to announce that the Court has today made the Court Order in connection with the Acquisition. Terms defined in the Scheme Document dated 21 August 2017 have the same meanings in this announcement (the "Announcement").

The Scheme remains subject to the delivery of the Court Order to the Registrar of Companies for England and Wales which is expected to occur on 1 November 2017.

The last day for dealings in, and for registration of transfers of, and disablement in CREST of, Jimmy Choo Shares is expected to be 30 October 2017. The Scheme Record Time is expected to be 6.00 p.m. on 30 October 2017. Listing of Jimmy Choo Shares on the Official List and dealings in Jimmy Choo Shares on the London Stock Exchange are each expected to be suspended with effect by 7.30 a.m. on 31 October 2017. 

It is expected that the listing of Jimmy Choo Shares on the Official List will be cancelled and that Jimmy Choo Shares will cease to be admitted to trading on the London Stock Exchange's main market for listed securities by 8.00 a.m. on 2 November 2017.

Enquiries:

Notes to Editors

Jimmy Choo encompasses a complete luxury accessories brand. Women's shoes remain the core of the product offer, alongside handbags, small leather goods, scarves, sunglasses, eyewear, belts, fragrance and men's shoes. CEO Pierre Denis and Creative Director Sandra Choi together share a vision to create one of the world's most treasured luxury brands. Jimmy Choo has a global store network encompassing more than 150 stores and is present in the most prestigious department and specialty stores worldwide. Jimmy Choo PLC is publicly listed on the London Stock Exchange with the ticker CHOO.

Important notices relating to financial advisers

Goldman Sachs & Co. LLC and Goldman Sachs International (in their capacity as financial adviser to Michael Kors and Michael Kors Bidco) ("Goldman Sachs"), which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for Michael Kors and Michael Kors Bidco in connection with the matters set out in this Announcement and for no one else and will not regard any other person as its client in relation to the Acquisition and the other matters referred to in this Announcement and will not be responsible to anyone other than Michael Kors and Michael Kors Bidco for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the Acquisition and any other matter referred to in this Announcement.

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA) ("J.P. Morgan"), is acting exclusively for Michael Kors and Michael Kors Bidco in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than Michael Kors and Michael Kors Bidco for providing the protections afforded to their clients, or for giving advice in connection with any matter referred to in this Announcement.

Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Jimmy Choo in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than Jimmy Choo for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Jimmy Choo in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than Jimmy Choo for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Jimmy Choo and no one else in connection with the Acquisition and will not be responsible to anyone other than Jimmy Choo for providing the protections afforded to its clients, nor for providing advice in relation to the Acquisition or in relation to the contents of this Announcement or any transaction or arrangement referred to in this Announcement.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Jimmy Choo and no one else in connection with the Acquisition and will not be responsible to anyone other than Jimmy Choo for providing the protections afforded to its clients, nor for providing advice in relation to the Acquisition or in relation to the contents of this Announcement or any transaction or arrangement referred to in this Announcement.

Further information

This Announcement is for information purposes only and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Jimmy Choo in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition.

Please be aware that addresses, electronic addresses and certain other information provided by Jimmy Choo Shareholders, persons with information rights and other relevant persons for the receipt of communications from Jimmy Choo may be provided to Michael Kors Bidco during the offer period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c). This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the Listing Rules and the City 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 and regulations of any jurisdictions outside the United Kingdom.

Overseas jurisdictions

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. This Announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Unless otherwise determined by Michael Kors Bidco or required by the City Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Jimmy Choo Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Additional information for US investors

The Acquisition relates to the shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the proxy solicitation rules nor the tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), will apply to the Acquisition. Moreover, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and under the City Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this Announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

It may be difficult for US holders of Jimmy Choo Shares to enforce their rights and claims arising out of the US federal securities laws, since Michael Kors, Michael Kors Bidco and Jimmy Choo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of Jimmy Choo Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and potentially under any applicable United States state or local, as well as foreign and other, tax laws. Each Jimmy Choo Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

A copy of this Announcement and the documents required to be published by Rule 26 of the City Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Jimmy Choo's website at www.jimmychooplc.com/investors and on Michael Kors' website at http://investors.michaelkors.com. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this Announcement.

Jimmy Choo Shareholders may request a hard copy of this Announcement by contacting Equiniti Limited on 0371 384 2030 or +44 (0)121 415 7047 (from outside the UK) between 8:30 a.m. to 5:30 p.m., Monday to Friday or by submitting a request in writing to Equiniti Limited at Aspect House, Spencer Road, Lancing BN99 6DA. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.