FFI.L Regulatory News (FFI)

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

FOR IMMEDIATE RELEASE

26 July 2019

RECOMMENDED MANDATORY CASH OFFER by

LUMIERE ACQUISITIONS COMPANY LLC ("LUMIERE")

a wholly owned subsidiary of the 777 Group

for the entire issued and to be issued ordinary share capital of

FFI HOLDINGS PLC ("FFI")

not already acquired or agreed to be acquired by Lumiere Acquisitions Company LLC

PUBLICATION OF THE OFFER DOCUMENT

On 2 July 2019, Lumiere announced that the Independent FFI Directors and Lumiere had reached agreement on the terms of a recommended mandatory cash offer to be made by Lumiere for the entire issued and to be issued ordinary share capital of FFI not already acquired or agreed to be acquired by Lumiere at a price of 25 pence per FFI Share.

Further to that announcement, Lumiere is pleased to announce that the offer document containing the full terms of the Offer and the procedures for its acceptance (the "Offer Document") is being posted today, together with the related Forms of Acceptance (in respect of FFI Shares held in certificated form), to FFI Shareholders.

Additionally, in connection with the Delisting, Re-registration and adoption of New Articles, a Circular and Notice of Availability will be distributed by FFI to all FFI Shareholders.

The Closing Date of the Offer, as set out in the Offer Document, is 1.00 p.m. on 16 August 2019. As the Offer is unconditional, no 14 calendar day extension will be required.

To accept the Offer in respect of FFI Shares held in certificated form (that is, not in CREST), FFI Shareholders should complete and return the Form of Acceptance so as to be received by no later than 1.00 p.m. (London time) on 16 August 2019 in accordance with the procedure set out in the Offer Document.

To accept the Offer in respect of FFI Shares held in uncertificated form (that is, in CREST), acceptances should be made electronically through CREST by FFI Shareholders so that settlement is made no later than 1.00 p.m. (London time) on 16 August 2019 in accordance with the procedure set out in the Offer Document. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear on your behalf.

Subject to certain restrictions relating to persons in Restricted Jurisdictions, the Offer Document, together with those documents listed in paragraph 17 of Appendix 2 of the Offer Document, will be made available on Lumiere's website at http://www.lumiereacquisition.com/ by no later than 12 noon (London time) on the Business Day following the date of this announcement.

Unless otherwise stated, defined terms used in this announcement have the meanings set out in the Offer Document.

Enquiries

Norton Rose Fulbright LLP are retained as legal advisers to Lumiere.

Goodwin Procter (UK) LLP are retained as legal advisers to FFI.

Important notices relating to financial advisers and brokers

Craven Street Capital Limited, which is an appointed representative of Resolution Compliance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Lumiere and no-one else in connection with the Offer and other matters described in this document, and will not be responsible to anyone other than Lumiere for providing the protections afforded to clients of Craven Street Capital Limited or for providing advice in relation to the Offer, the contents of this document or any other matter referred to in this document. Craven Street Capital Limited has given, and not withdrawn, its consent to the inclusion in this document of the references to its name in the form and context in which it appears.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to FFI and no-one else in connection with the Offer and other matters described in this document, and will not be responsible to anyone other than FFI for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this document or any other matter referred to herein. finnCap Ltd has given, and not withdrawn, its consent to the inclusion in this document of the references to its name and the advice it has given to FFI in the form and context in which they appear.

Further information

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS OF THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). FFI SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY.

FFI Shareholders outside the United Kingdom

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

The receipt of cash pursuant to the Offer by FFI Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each FFI Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.

This announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, the Lumiere Concert Party and other information published by Lumiere and FFI may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of Lumiere and/or FFI and certain plans and objectives of the Independent FFI Directors and the Lumiere Directors with respect thereto. These forward-looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Independent FFI Directors and/or the Lumiere Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

No profit forecasts or quantified financial benefits statement

No statement in this announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

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

Information relating to FFI Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by FFI Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from FFI may be provided to Lumiere during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Publication on website and hard copies

A copy of this announcement, the Offer Document and the display documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Lumiere's website at https://www.lumiereacquisition.com/ by no later than 12 noon (London time) on the Business Day following the date of this announcement.

Neither the content of Lumiere's website nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

In addition, in accordance with Rule 30 of the Takeover Code, a hard copy of the Offer Document may be requested by contacting the Receiving Agent, Computershare Investor Services PLC, on +44 (0)370 703 0144. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.00 p.m. (London Time), Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.