FIF.L Regulatory News (FIF)

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 October 2023

RECOMMENDED ACQUISITION

ofFINSBURY FOOD GROUP PLC ("FINSBURY")byFRISBEE BIDCO LIMITED ("BIDCO")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Adjournment of Court Meeting and General Meeting

Introduction

On 20 September 2023, the boards of directors of Finsbury and Bidco announced that they had reached agreement on the terms of a recommended offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Finsbury (other than the Finsbury Shares held by funds managed by DBAY) (the "Acquisition"). The Acquisition is being effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The scheme document containing, among other things, the full terms and conditions of the Acquisition, the notices of the Court Meeting and the General Meeting, each convened for 23 October 2023, and details of the actions to be taken by Finsbury Shareholders, was posted to Finsbury Shareholders on 2 October 2023 (the "Scheme Document").

Adjournment of Court Meeting and General Meeting

Following feedback received from Finsbury Shareholders in connection with the Scheme, the Finsbury Directors intend to adjourn the Court Meeting and the General Meeting which were originally convened for 23 October 2023. Accordingly, the Finsbury Directors recommend that Finsbury Shareholders do not attend the Court Meeting and the General Meeting on 23 October 2023.

Notices of the Court Meeting and the General Meeting are contained in Part 12 and Part 13 respectively of the Scheme Document.

The Finsbury Board intends to adjourn the Court Meeting and the General Meeting so as to be held on 3 November 2023 at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is further adjourned), respectively, at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF. Forms of Proxy in respect of the Court Meeting and the General Meeting should therefore now be returned so as to be received as soon as possible and in any event not later than:

· 10:00 a.m. on 1 November 2023 in respect of the Court Meeting; and

· 10:15 a.m. on 1 November 2023 in respect of the General Meeting.

The Election Return Time to submit elections for the Alternative Offer has been extended and will now be 11:00 a.m. on 2 November 2023.

Finsbury Shareholders who have already submitted Forms of Proxy for the Court Meeting and the General Meeting and do not wish to change their voting instructions, do not need to take any further action as their Forms of Proxy will continue to be valid in respect of the Court Meeting and the General Meeting.

Finsbury Shareholders who have submitted Forms of Proxy for the Court Meeting and / or the General Meeting and who now wish to change their voting instructions, should contact Finsbury's registrar, Link Group, on +44 (0)371 664 0321. Calls are charged at the standard geographical rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. Lines will be open between 9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Link Group cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

Finsbury Shareholders are also reminded that completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST, will not prevent them from voting at the Court Meeting or the General Meeting in person. Please refer to the Scheme Document for further information.

Reconfirmation of unanimous recommendation regarding the Acquisition and the Cash Offer

The Finsbury Directors continue to believe that the Acquisition is in the best interests of Finsbury Shareholders as a whole and reconfirm their unanimous recommendation that all Scheme Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and and that eligible Finsbury Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer).

As set out in the Scheme Document, subject to obtaining the consent of the Panel, Bidco has reserved the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.

Alternative Offer

In relation to the Alternative Offer and for the reasons set out in paragraph 4 of Part 1 of the Scheme Document, together with the risk factors and other investment considerations set out in paragraph 4 of Part 5 of the Scheme Document, the Finsbury Directors cannot form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation or giving any advice to Scheme Shareholders as to whether or not they should elect for the Alternative Offer.

The Finsbury Directors reconfirm their strong recommendation that, in deciding whether or not to elect for the Alternative Offer, the Finsbury Shareholders should take their own independent financial, legal and tax advice and consider carefully the disadvantages and advantages of electing the Alternative Offer (including, but not limited to, those set out in paragraph 4 of Part 5 of the Scheme Document) in the light of their own financial circumstances and investment objectives.

Timetable update

An updated expected timetable for the Acquisition is set out below.

All times shown in this announcement are London time unless otherwise stated. All dates and times are based on Finsbury's and Bidco's current expectations and are subject to change. If any of the dates/or times in this expected timetable change, the revised dates and/or times will be notified to Finsbury Shareholders by announcement through a Regulatory Information Service, with such announcement also being made available on Finsbury's website at https://finsburyfoods.co.uk/investor-relations/offer. If required by the Panel, Finsbury will send notice of the change(s) to Finsbury Shareholders and, for information only to Finsbury Share Plan Participants.

Notes:

(1) The blue Form of Proxy for the Court Meeting should be received by Link Group before 10:00 a.m. on 1 November 2023, or, if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a working day). If the blue Form of Proxy is not returned by the specified time, it may be handed to the Chair or a representative of Link Group at any time prior to the start of the Court Meeting and will still be valid.

(2) The white Form of Proxy for the General Meeting must be lodged with Link Group before 10:15 a.m. on 1 November 2023 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a working day). White Forms of Proxy cannot be lodged with Link Group after that time.

(3) If a Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and Finsbury Shareholders (in the case of the General Meeting) on the register of members of Finsbury at 6:00 p.m. on the day which is two days before the adjourned meeting (excluding any part of a day that is not a working day) will be entitled to attend and vote at such adjourned Meeting.

(4) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

(5) Or such later time (if any) to which the right to make an election may be extended by Bidco.

General

Capitalised terms in this announcement, unless otherwise defined, have the same meaning as set out in the Scheme Document, a copy of which is available on Finsbury's website at: https://finsburyfoods.co.uk/investor-relations/offer/. All references to times in this announcement are to London time unless otherwise stated.

This announcement is being made with the agreement and approval of Bidco and DBAY.

Enquiries:

CMS Cameron McKenna Nabarro Olswang LLP is providing legal advice to Finsbury.

IMPORTANT NOTICES

Oppenheimer Europe Limited ("Oppenheimer"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser under Rule 3 of the Code to Finsbury in connection with the matters set out herein and for no one else and will not be responsible to anyone other than Finsbury for providing the protections afforded to its clients or for providing advice in relation to the matters set out herein. Neither Oppenheimer nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Oppenheimer in connection with any statement contained herein, the Acquisition or otherwise.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Finsbury and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Finsbury for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

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 subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition is being made solely through the Scheme Document and the accompanying Forms of Proxy and Form of Election, which contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Finsbury Shareholders are strongly advised to read the formal documentation in relation to the Acquisition. Each Finsbury Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas shareholders

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom into whose possession this announcement comes should inform themselves about, and observe, such restrictions. In particular the ability of persons who are not resident in the United Kingdom to vote their Finsbury Shares at the Court Meeting or General Meeting, or to appoint another person as proxy to vote at the Court Meeting or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. 

This announcement has been prepared for the purpose of complying with the laws of England and Wales, the Market Abuse Regulation, the AIM Rules 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 of England and Wales. Nothing in this announcement should be relied on for any other purpose. 

Unless otherwise determined by Bidco or required by the 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 and no person may vote in favour of the Acquisition by use of mail or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

Copies of this announcement will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Where Bidco believes that an election for the Alternative Offer by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the securities laws of any Restricted Jurisdiction, Bidco will have the right to deem that such Scheme Shareholder has not validly elected for the Alternative Offer and such Scheme Shareholder will instead receive the Cash Offer in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Acquisition.

Further details in relation to Finsbury Shareholders in overseas jurisdictions are contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act of 1934, as amended (the "Exchange Act") and is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement under the laws of England and Wales, which are different from the disclosure and other requirements applicable to a US tender offer. 

Neither the SEC, nor any US securities commission has approved or disapproved of any offer of securities referred to in, or commented upon the adequacy or completeness of any of the information contained in this announcement or the Scheme Document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Finsbury included in the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom. As a result, such financial information may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Consideration Shares to be issued pursuant to the Scheme under the Alternative Offer may not be offered or sold in the United States absent registration or an exemption from registration. No offer of such Consideration Shares will be made to Finsbury Shareholders located or resident in the United States or who are otherwise US Persons (as such term is defined in Rule 902(k) under the Securities Act, each a "US Person". The Consideration Shares have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange in the United States, and may not be offered, sold or delivered, directly or indirectly, in, into or from the United States absent registration or an exemption from the registration requirements of the Securities Act.

Finsbury Shareholders located or resident in the United States or who are otherwise US Persons will not be permitted to elect receipt of the Consideration Shares pursuant to the Alternative Offer, and any purported election to receive Consideration Shares pursuant to the Alternative Offer by Finsbury Shareholders from the United States, or which, at the sole discretion of Bidco, appear to be made in respect of Finsbury Shares beneficially held by persons located or resident in the United States or who otherwise appear to be US Persons will not be accepted. Accordingly, Finsbury Shareholders located or resident in the United States or who are otherwise US Persons will receive cash pursuant to the Scheme, and no Consideration Shares will be issued to any such Finsbury Shareholder.

By electing receipt of the Consideration Shares pursuant to the Alternative Offer, Finsbury Shareholders will be deemed to represent and warrant, on behalf of themselves and any person on whose behalf they beneficially hold their Finsbury Shares, that they: (i) are not located or resident in the United States or otherwise a US Person; and (ii) are not electing receipt of Consideration Shares pursuant to the Alternative Offer with a view to, or for the offer or sale of Consideration Shares in connection with, any distribution thereof (within the meaning of the Securities Act) in the United States or to US Persons.

The receipt of cash consideration pursuant to the Cash Offer by a US holder of Finsbury Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US holder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him, her or it.

It may be difficult for US holders of Finsbury Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since Finsbury is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Finsbury are located outside of the United States. US holders of Finsbury Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The Acquisition may, in the circumstances provided for in the Scheme Document, instead be carried out by way of a Takeover Offer under the laws of England and Wales. If Bidco exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and US Federal securities laws and regulations, including the exemptions therefrom.

In accordance with normal UK practice and pursuant to rule 14e-5(b) of the Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase, Finsbury Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn, in compliance with applicable law, including the Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Disclosure requirements of the Takeover 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 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 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 a website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Finsbury's website at https://finsburyfoods.co.uk/investor-relations/offer. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.