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Update on Timetable

10 Jun 2020 18:22

RNS Number : 5956P
Moss Bros Group PLC
10 June 2020
 

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

 

 

Capitalised terms used but not defined in this Announcement have the meanings set out in the Scheme Document dated 7 April 2020 (the "Scheme Document"), a copy of which is available on the website of Moss Bros at https://corp.moss.co.uk/.

 

 

10 June 2020

 

RECOMMENDED CASH OFFER

 

for

 

MOSS BROS GROUP PLC

 

by

 

BRIGADIER ACQUISITION COMPANY LIMITED

 

 

 

Update on Timetable

 

On 12 March 2020, the Board of Moss Bros Group PLC ("Moss Bros") and the Board of Brigadier Acquisition Company Limited ("Bidco") announced under Rule 2.7 of the Code that they had reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of Moss Bros (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement between Moss Bros and the Scheme Shareholders under Part 26 of the Companies Act (the "Scheme"). Full details of the Acquisition are set out in the Scheme Document.

 

On 8 June 2020, Moss Bros and Bidco announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Court Hearing held earlier that day.

 

The Court Order sanctioning the Scheme was delivered to the Registrar of Companies earlier today and the Scheme is now expected to become Effective on the revised date of 11 June 2020 and a further announcement will be made at that time.

 

It is now expected that, subject to the Scheme becoming Effective, the listing of Moss Bros Shares on the Official List will be cancelled and Moss Bros Shares will cease to be admitted to trading on the main market for listed securities of the London Stock Exchange with effect from 8:00 a.m. (London time) on the revised date of 12 June 2020.

 

Enquiries

 

Moss Bros

Colin Porter, Chairman

Brian Brick, CEO

Bill Adams, CFO

 

via Buchanan

Peel Hunt (Lead Financial adviser and Rule 3 Adviser to Moss Bros)

George Sellar

Michael Nicholson

 

020 7418 8900

Rothschild & Co (Joint Financial Adviser to Moss Bros)

John Byrne

Andrew Graham

020 7280 5000

 

Buchanan (Financial PR adviser to Moss Bros)

Charles Ryland

Vicky Hayns

 

020 7466 5000

 

 

IMPORTANT NOTICES

Zeus Capital Limited (which is authorised and regulated in the United Kingdom by the FCA) is acting as financial adviser exclusively for Bidco and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients or for providing advice in relation to any matter referred to herein.

Peel Hunt LLP (which is authorised and regulated in the United Kingdom by the FCA) is acting exclusively for Moss Bros and no one else in connection with the matters set out in this announcement, and will not be responsible to anyone other than Moss Bros for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co") (which is authorised and regulated by the FCA in the United Kingdom) is acting exclusively for Moss Bros and for no one else in connection with the Acquisition and any other matter set out in this announcement, and will not be responsible to anyone other than Moss Bros for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

 

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This announcement contains statements about Bidco and Moss Bros that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco or Moss Bros' operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco or Moss Bros' business.

 

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place any reliance on such forward looking statements, which speak only as of the date hereof. Bidco and Moss Bros disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Moss Bros or Bidco. All subsequent oral or written forward looking statements attributable to Moss Bros or Bidco or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.

 

 

PUBLICATION ON WEBSITE

 

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on Moss Bros's website at https://corp.moss.co.uk/ and on Bidco's website at www.brigadieruk.co.uk by no later than 12.00 noon on the Business Day following the date of publication of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of those websites are not incorporated into and do not form part of this announcement

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
OUPFLFLDRTIILII
Date   Source Headline
11th Jun 202012:23 pmRNSForm 8.3 - Moss Bros Group PLC
11th Jun 202011:08 amRNSScheme becomes Effective
10th Jun 20206:22 pmRNSUpdate on Timetable
9th Jun 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group PLC
8th Jun 20205:30 pmRNSMoss Bros Group
8th Jun 20201:44 pmRNSCourt Sanction of Scheme
3rd Jun 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group PLC
2nd Jun 20205:27 pmRNSForm 8.3 - Moss Bros Group PLC
2nd Jun 202010:24 amRNSHolding in Company
2nd Jun 20208:45 amRNSForm 8.3 - Moss Bros Group PLC
29th May 20209:19 amRNSForm 8.3 - [MOSS BROS GROUP PLC]
28th May 20209:02 amRNSForm 8.3 - [MOSS BROSS GROUP PLC]
27th May 202010:25 amRNSForm 8.3 - [MOSS BROS GROUP PLC]
26th May 20206:15 pmRNSForm 8.3 - Moss Bros Group PLC
26th May 20209:42 amRNSWithdrawal of appeal
26th May 20207:00 amRNSMoss Bros Group plc - withdrawal of review
22nd May 20206:30 pmRNSSatisfaction of the FCA condition
22nd May 20207:00 amRNSResponse to appeal of the Panel Executive’s ruling
21st May 20205:38 pmRNSMoss Bros - Request for Hearings Committee review
21st May 20205:13 pmRNSForm 8.3 - Moss Bros Group PLC
21st May 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group PLC
20th May 20204:29 pmEQSForm 8.3 - Moss Bros Group Plc AMENDMENT
20th May 20203:42 pmEQSForm 8.3: Moss Bro Group Plc
20th May 20207:37 amRNSResponse to the ruling of the Takeover Panel
19th May 20205:41 pmRNSRuling of the Panel Executive - Moss Bros Group
18th May 20205:25 pmRNSForm 8.3 - Moss Bros Group PLC
13th May 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group PLC
12th May 20207:00 amRNSTrading Statement
11th May 202011:00 amRNSForm 8.5 (EPT/RI) - Moss Bros Group PLC
6th May 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
5th May 202011:51 amRNSForm 8.3 - Moss Bros Group PLC
4th May 202012:07 pmRNSSecond Price Monitoring Extn
4th May 202012:02 pmRNSPrice Monitoring Extension
1st May 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
30th Apr 202010:25 amEQSForm 8.3 - Moss Bro Group Plc
30th Apr 20207:57 amRNSForm 8.3 - Moss Bros Group PLC
29th Apr 20206:16 pmRNSResults of Court Meeting and General Meeting
29th Apr 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
28th Apr 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
28th Apr 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
27th Apr 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
24th Apr 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
23rd Apr 20201:07 pmRNSNo change to offer timetable
23rd Apr 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
22nd Apr 20207:00 amRNSOffer Update
21st Apr 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
20th Apr 20205:33 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group - Restated
20th Apr 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
17th Apr 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group
16th Apr 202012:00 pmRNSForm 8.5 (EPT/RI) - Moss Bros Group

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