26 May 2020 09:42
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
26 May 2020
Recommended Cash Offer
for
Moss Bros Group PLC
by
Brigadier Acquisition Company Limited
Following this morning's announcement by the Hearings Committee of the Takeover Panel (the "Hearings Committee") that Brigadier Acquisition Company Limited ("Brigadier") has withdrawn its request for a review of the Takeover Panel Executive's ruling by the Hearings Committee, the boards of Moss Bros Group plc ("Moss Bros") and Brigadier look forward to working together to complete the offer.
On 29 April 2020, the scheme of arrangement to effect the offer (the "Scheme") was approved by Moss Bros shareholders. On 20 May, the FCA provided its change in control approval to Brigadier. Moss Bros will now seek to book a date for a Court hearing to sanction the Scheme at the earliest opportunity, shortly after which the Scheme is expected to become effective.
Colin Porter, Chairman of Moss Bros, said:
"The Board of Moss Bros welcomes Brigadier's decision to withdraw its appeal of the Panel Executive's ruling and looks forward to working with Brigadier towards the smooth completion of the offer."
Menoshi Shina, Director of Brigadier, said:
"We are pleased to be consummating our acquisition of Moss Bros. As its future owner, we take seriously our stewardship of Moss Bros' 169 year legacy of ensuring British gentlemen look great whether they are dressing for home, work or an occasion. We will be supporting Moss Bros' management team as they confront and overcome the near term challenges of trading through the pandemic by working closely with all of Moss Bros' stakeholders, including its landlords, employees and suppliers."
Transaction fees
As a result of Brigadier seeking to invoke certain conditions of its offer, Moss Bros has incurred additional fees to those disclosed in the scheme document. Fees and expenses incurred in connection with the offer are now expected to be as follows:
Financial and corporate broking advice | £750,000 plus applicable VAT |
Legal advice | £520,000 plus applicable VAT |
Other costs and expenses | £230,000 plus applicable VAT |
Total | £1,500,000 plus applicable VAT |
Enquiries
Bidco | Via Matthew Smallwood, Instinctif: 07831 379 122 |
Michael Shina, Director | |
Zeus Capital Limited (Financial Adviser to Bidco) | Tel: 0161 831 1512 |
Jamie Peel | |
Dan Bate | |
Moss Bros | Tel: 020 7447 7200 |
Colin Porter, Chairman | |
Brian Brick, CEO | |
Bill Adams, CFO | |
| |
Peel Hunt LLP (Lead Financial Adviser and Rule 3 Adviser to Moss Bros) | Tel: 020 7418 8900 |
George Sellar | |
Michael Nicholson | |
Rothschild & Co (Joint Financial Adviser to Moss Bros) | Tel: 020 7280 5000 |
John Byrne | |
Andrew Graham | |
Buchanan (Financial PR Adviser to Moss Bros) | Tel: 020 7466 5000 |
Charles Ryland | |
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 ("Peel Hunt"), 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 clients of Peel Hunt or for providing advice in connection with the Offer 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 Offer 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 Offer.