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

FOR IMMEDIATE RELEASE

2 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

PUBLICATION OF SCHEME DOCUMENT AND EXPECTED TIMETABLE OF PRINCIPAL EVENTS

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 Advisors Limited ("DBAY")) (the "Acquisition"). The Acquisition is to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). All references to times in this announcement are to London, United Kingdom times unless stated otherwise.

Publication of Scheme Document

Finsbury is pleased to announce that a circular containing the full terms and conditions of the Acquisition (the "Scheme Document") is being published today. The Scheme Document contains, among other things, a letter from the Chair of Finsbury, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, notices of the Court Meeting and General Meeting, an expected timetable of principal events and details of the actions to be taken by Finsbury Shareholders.

Hard copies of the Scheme Document, Forms of Proxy and the Form of Election for the Alternative Offer are being dispatched to Finsbury Shareholders and, for information only, to persons with information rights and to participants in the Finsbury Share Plan.

The Scheme Document will also be made available today, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Finsbury's website at https://finsburyfoods.co.uk/investor-relations/offer.

Notices of the Court Meeting and General Meeting and action required

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, that a simple majority in number of the Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, vote in favour of the Scheme at the Court Meeting; that the requisite majority of Finsbury Shareholders approve the Special Resolution at the General Meeting; and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver (where applicable) of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, each of which will be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, EC4N 6AF on 23 October 2023, are set out in the Scheme Document. The Court Meeting will commence at 10:00 a.m. and the General Meeting at 10:15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of opinion of the Scheme Shareholders. Scheme Shareholders are therefore strongly encouraged to sign and return their Forms of Proxy or appoint an electronic or CREST proxy as soon as possible. Scheme Shareholders and Finsbury Shareholders are also strongly encouraged, in respect of the Meetings, to appoint the "Chair of the meeting" as their proxy.

The Finsbury Directors, who have been so advised by Oppenheimer as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing advice to the Finsbury Directors, Oppenheimer has taken into account the commercial assessments of the Finsbury Directors. Oppenheimer is providing independent financial advice to the Finsbury Directors for the purpose of Rule 3 of the Code.

Accordingly the Finsbury Directors unanimously recommend that Finsbury Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Finsbury Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 4,364,648 Finsbury Shares (representing, in aggregate, approximately 3.3 per cent. of the Finsbury Shares in issue on the Latest Practicable Date).

Holders of Scheme Shares should read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Shareholder Helpline

If you have any questions relating to the Scheme Document (or any information incorporated into the Scheme Document by reference from another source), the Meetings or the completion and return of the Forms of Proxy or the Form of Election, please telephone Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic 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.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of the requisite majority of Scheme Shareholders at the Court Meeting, the requisite majority of Finsbury Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective in the fourth quarter of 2023.

If any of the key dates set out in the timetable change, notice of this change will be made by the issuance of an announcement through a Regulatory Information Service.

It is currently intended that shortly before the Effective Date, an application will be made to the London Stock Exchange for the cancellation of admission to trading of Finsbury Shares on AIM. It is currently expected that such cancellation will take place on the Business Day after the Effective Date. The last day of dealings in, and for registration of transfers of, Finsbury Shares is currently expected to be at the close of business on the Business Day immediately prior to the Effective Date and it is currently intended that no transfers will be registered after 6.00 p.m. on that date.

The dates and times given in the expected timetable are indicative only and are based on Finsbury's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates change, the revised times and/or dates will be notified to Finsbury Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Finsbury's website at: https://finsburyfoods.co.uk/investor-relations/offer.

Finsbury Share Plans

In accordance with Rule 15 of the Takeover Code, participants in the Finsbury Share Plan will be contacted shortly by way of joint letter (the "Rule 15 Letters"). The Rule 15 Letters contain details regarding the effect of the Scheme on participants' rights under the Finsbury Share Plan and the arrangements applicable to those participants, including details of appropriate proposals being made in relation to such rights and relevant dates and times.

Enquiries:

Addleshaw Goddard LLP is providing legal advice to DBAY and Bidco. CMS Cameron McKenna Nabarro Olswang LLP is providing legal advice to Finsbury.

 

IMPORTANT NOTICES

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority and PRA in the United Kingdom, is acting exclusively as financial adviser to Bidco and DBAY and for no one else in connection with the Acquisition and will not be responsible to any person other than Bidco and DBAY for providing the protections afforded to clients of Investec, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or 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 Investec in connection with this announcement, any statement contained herein or otherwise.

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 in this announcement 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 in this announcement.  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 the Scheme Document, 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.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and mailing of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

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

Overseas shareholders

The release, publication or distribution of this announcement in or into 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 legal or regulatory requirements. In particular the ability of persons who are not resident in the UK 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 the applicable 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 English law, 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 England and Wales.

Copies of this announcement, the Scheme Document and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or 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 or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, neither this announcement nor the Scheme Document will be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

The Acquisition is subject to English law and the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the FCA, the London Stock Exchange (including pursuant to the AIM Rules) and the Registrar of Companies.

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 state 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 document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Finsbury included in this announcement and 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 Acquisition 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 to receive 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 Acquisition, 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 and subject to the terms of the Co-operation Agreement, 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.

Forward-looking statements

This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Bidco and/or Finsbury and certain plans and objectives of Bidco and/or Finsbury with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Bidco and/or Finsbury in the light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Bidco nor Finsbury assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

No profit forecasts or estimates

Nothing in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco, the Bidco Group, Finsbury or the Finsbury Group except where otherwise stated.

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. 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 the offeree company. An Opening Position Disclosure by a person to whom Rule 8.3(a) 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. Relevant persons who deal in the relevant securities of the offeree company 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. 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 the offeree company, 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 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, 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 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. 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.

You may request a hard copy of this announcement by writing to Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by calling Link Group on +44 (0) 371 664 0321. Calls are charges 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 9:00 a.m. - 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

 

Appendix

Expected Timetable of Principal Events

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)    These times and dates are indicative only and will depend, among other things, on the dates upon which (i) the Conditions are satisfied or (where permitted) waived, (ii) the Court sanctions the Scheme and (iii) the Court Order is delivered to the Registrar of Companies. Finsbury will announce any changes to these dates through a Regulatory Information Service.

Participants in the Finsbury Share Plan will be contacted separately to inform them of the effect of the Scheme on their rights under the Finsbury Share Plan, including details of any appropriate proposals being made and dates and times relevant to them.

(2)     The blue Form of Proxy for the Court Meeting should be received by Link Group before 10:00 a.m. on 19 October 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.

(3)     The white Form of Proxy for the General Meeting must be lodged with Link Group before 10:15 a.m. on 19 October 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.

(4)     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.

(5)    To commence at 10:15 a.m. or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(6)    At the Court Hearing, Scheme Shareholders may be present and be heard in person or through representation to support or oppose the sanctioning of the Scheme.

(7)     Finsbury Shares will be disabled in CREST from 6.00 p.m. on the business day after the date of the Court Hearing.

(8)    The Scheme will become effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.

(9)    Expected to be in the fourth quarter of 2023, subject to regulatory clearances.

(10)   This is the latest date by which the Scheme may become effective unless Finsbury and Bidco agree (and, if required, the Panel and the Court permit) a later date.