TIDMCHOO
RNS Number : 2164V
Jimmy Choo PLC
01 November 2017
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
SCHEME OF ARRANGEMENT
Jimmy Choo PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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
1 NOVEMBER 2017
RECOMMED CASH ACQUISITION
of
JIMMY CHOO PLC
by
MICHAEL KORS HOLDINGS LIMITED
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 25 July 2017, Jimmy Choo PLC ("Jimmy Choo") and Michael Kors
Holdings Limited ("Michael Kors") announced that they had reached
agreement on the terms of a recommended cash acquisition by which
the entire issued and to be issued ordinary share capital of Jimmy
Choo will be acquired by JAG Acquisitions (UK) Limited ("Michael
Kors Bidco"), a wholly-owned subsidiary of Michael Kors (the
"Acquisition"), to be effected by means of a Court approved scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). On 27 October 2017, Jimmy Choo announced that the Court
had sanctioned the Scheme to effect the Acquisition of Jimmy Choo
by Michael Kors Bidco. Terms defined in the Scheme Document dated
21 August 2017 have the same meanings in this announcement (the
"Announcement").
Jimmy Choo is pleased to announce that the Scheme has now become
effective.
Under the terms of the Scheme, holders of Offeree Shares are
entitled to receive 230 pence for each Jimmy Choo Share held at the
Scheme Record Time (6.00 p.m. on 30 October 2017). The latest date
for the despatch of cheques to Scheme Shareholders and settlement
through CREST is 15 November 2017.
Dealings in Jimmy Choo Shares were suspended with effect from
7.30 a.m. on 31 October 2017. Applications have been made to the UK
Listing Authority and the London Stock Exchange in relation to the
delisting of Offeree Shares from the Official List and cancellation
of the admission to trading of Offeree Shares on the main market of
the London Stock Exchange, which are each expected to take place by
8.00 a.m. on 2 November 2017.
Enquiries:
Jimmy Choo
Pierre Denis (Chief Executive
Officer) +44 (0) 207 368 5000
Jonathan Sinclair (Chief
Financial Officer)
Clara Melia (Investor Relations)
Montfort Communications +44 (0) 2035 140 897
Hugh Morrison +44 (0) 7739 655 492
Lindsay Brown +44 (0) 7580 618 345
BofA Merrill Lynch (financial adviser to Jimmy
Choo)
Federico Aliboni +44 (0) 207 628 1000
Luca Ferrari
Citi (financial adviser
to Jimmy Choo)
Jeffrey Schackner +44 (0) 207 986 4000
Simon Lindsay
Liberum (corporate broker to Jimmy Choo)
Peter Tracey +44 (0) 20 3100 2000
John Fishley
RBC Capital Markets (corporate broker to Jimmy
Choo)
Darrell Uden +44 (0) 20 7653 4000
Will Smith
Shareholder Helpline (8.30 a.m. to 5.30 p.m., Monday
to Friday)
Equiniti Limited 0333 207 6519
+44 (0) 121 415 0903 (Outside
the UK)
Notes to Editors
Jimmy Choo encompasses a complete luxury accessories brand.
Women's shoes remain the core of the product offer, alongside
handbags, small leather goods, scarves, sunglasses, eyewear, belts,
fragrance and men's shoes. CEO Pierre Denis and Creative Director
Sandra Choi together share a vision to create one of the world's
most treasured luxury brands. Jimmy Choo has a global store network
encompassing more than 150 stores and is present in the most
prestigious department and specialty stores worldwide. Jimmy Choo
PLC is publicly listed on the London Stock Exchange with the ticker
CHOO.
Important notices relating to financial advisers
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary
of Bank of America Corporation, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Jimmy Choo in connection with the matters set out
in this Announcement and for no one else and will not be
responsible to anyone other than Jimmy Choo for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting exclusively for Jimmy Choo in connection with
the matters set out in this Announcement and for no one else and
will not be responsible to anyone other than Jimmy Choo for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition or any other matters referred
to in this Announcement.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Jimmy Choo and no one else in connection with the Acquisition
and will not be responsible to anyone other than Jimmy Choo for
providing the protections afforded to its clients, nor for
providing advice in relation to the Acquisition or in relation to
the contents of this Announcement or any transaction or arrangement
referred to in this Announcement.
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for Jimmy Choo and no one
else in connection with the Acquisition and will not be responsible
to anyone other than Jimmy Choo for providing the protections
afforded to its clients, nor for providing advice in relation to
the Acquisition or in relation to the contents of this Announcement
or any transaction or arrangement referred to in this
Announcement.
Further information
This Announcement is for information purposes only and does not
constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Jimmy Choo in any
jurisdiction in contravention of applicable law. The Acquisition
has been made solely by means of the Scheme Document, which
contains the full terms and conditions of the Acquisition.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules and the City 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 and
regulations of any jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. This Announcement has been prepared for
the purposes of complying with English law and the City 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.
The Acquisition has not been made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction. Accordingly, copies
of this Announcement and all documents relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Acquisition to Jimmy Choo Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Additional information for US investors
The Acquisition relates to the shares of an English company and
has been effected by means of a scheme of arrangement under the
laws of England and Wales. Neither the proxy solicitation rules nor
the tender offer rules under the US Securities Exchange Act of
1934, as amended (the "US Exchange Act"), apply to the Acquisition.
Moreover, the Acquisition is subject to the disclosure requirements
and practices applicable in the United Kingdom and under the City
Code to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in this Announcement has been
prepared, unless specifically stated otherwise, in accordance with
accounting standards applicable in the UK and thus may not be
comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
It may be difficult for US holders of Jimmy Choo Shares to
enforce their rights and claims arising out of the US federal
securities laws, since Michael Kors, Michael Kors Bidco and Jimmy
Choo are located in countries other than the United States, and
some or all of their officers and directors may be residents of
countries other than the United States. US holders of Jimmy Choo
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and potentially under any applicable
United States state or local, as well as foreign and other, tax
laws. Each Jimmy Choo Shareholder is urged to consult his or her
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him or her.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAFSSSWFFWSESF
(END) Dow Jones Newswires
November 01, 2017 03:05 ET (07:05 GMT)
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