TIDMMOSB
RNS Number : 6852K
Moss Bros Group PLC
23 April 2020
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.
FOR IMMEDIATE RELEASE.
23 April 2020
No change to offer timetable
Background
On 12 March 2020, the Board of Moss Bros Group plc ("Moss Bros")
and the Board of Brigadier Acquisition Company Limited ("Bidco")
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Bidco for the entire issued
and to be issued share capital of Moss Bros (the "Offer").
On 8 April, Moss Bros posted the Scheme Document relating to the
Offer to Moss Bros shareholders, as approved by Bidco, which set
out the expected timetable of principal events. This timetable is
reproduced in the appendix to this announcement (the
"Announcement").
On 22 April, the Board of Moss Bros announced that it had been
informed by Bidco that it was seeking a ruling from the Panel in
order to invoke a Condition and lapse its Offer.
Confirmation of Court Meeting and General Meeting
The Board confirms that the Scheme in relation to the Offer will
proceed in accordance with the timetable. The Court Meeting and
General Meeting, which have been convened to secure the relevant
shareholder approvals to implement the Scheme, will be held on 29
April at the registered office of Moss Bros at 8 St Johns Hill,
Clapham Junction, London SW11 1SA.
The Takeover Panel has informed Moss Bros that it will consider
Bidco's request for a ruling and Moss Bros' rebuttal of the basis
for any invocation of a Condition. However, the process to do so is
unlikely to be concluded prior to the Court Meeting and General
Meeting taking place.
Moss Bros Shareholders are strongly encouraged to return their
Forms of Proxy or to appoint their proxies electronically (as the
case may be) by not later than:
10.00 a.m. on Monday, 27 April 2020 for the Court Meeting
10.15 a.m. on Monday, 27 April 2020 for the General Meeting
In addition, to ensure their votes are counted at the Meetings
and to avoid any possible delays in the postal service that certain
parts of the country may be experiencing, Moss Bros Shareholders
are also strongly encouraged to appoint a proxy electronically by
visiting www.signalshares.com as an alternative to completing and
returning the hard-copy Forms of Proxy.
Capitalised terms used in this Announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document.
Enquiries:
Moss Bros Via Buchanan
Colin Porter, Chairman
Brian Brick, CEO
Bill Adams, CFO
Peel Hunt LLP (Lead Financial Adviser and Rule Tel: 020 7418
3 Adviser to Moss Bros) 8900
George Sellar
Michael Nicholson
Rothschild & Co (Joint Financial Adviser to Moss Tel: 020 7280
Bros) 5000
John Byrne
Andrew Graham
Buchanan (Financial PR Adviser to Moss Bros) Tel: 020 7466
5000
Charles Ryland
Important notices
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.
IN ACCORDANCE WITH CURRENT GOVERNMENT INSTRUCTIONS IN RESPECT OF
THE EVOLVING SITUATION REGARDING COVID-19 AND THE RESTRICTIONS ON
SOCIAL CONTACT, PUBLIC GATHERINGS AND NON-ESSENTIAL TRAVEL, WE
REQUEST THAT YOU DO NOT PHYSICALLY ATT THE MEETINGS AND INSTEAD YOU
SHOULD RETURN YOUR FORMS OF PROXY OR APPOINT YOUR PROXY
ELECTRONICALLY (AS THE CASE MAY BE) BY THE RELEVANT TIME. ANY MOSS
BROS SHAREHOLDER THAT ATTEMPTS TO PHYSICALLY ATT THE MEETINGS WILL
BE REFUSED ADMISSION IN ORDER TO COMPLY WITH CURRENT GOVERNMENT
PUBLIC HEALTH INSTRUCTIONS.
Further information
If you are in any doubt as to the action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser.
This Announcement is not intended to 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 Moss Bros in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the
Scheme Document or any document by which the Acquisition is made,
which will contain the full terms and conditions of the Acquisition
including details of how to vote in respect of the Acquisition. Any
vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis on the information
contained in the Scheme Document.
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 on Takeovers and Mergers 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 Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulations. Persons who are not resident in the United
Kingdom or who are subject to the laws and regulations of other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall 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 any such use, means, instrumentality
or form within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of 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 forward, distribute or send them in, into or
from such jurisdictions where to do so would violate the laws in
those jurisdictions. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), such Takeover Offer may not be made available directly
or indirectly, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction.
The availability of the Acquisition to Moss Bros Shareholders
who are not resident in the United Kingdom (and, in particular,
their ability to vote their Scheme Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy
to vote at the Court Meeting on their behalf) 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, as any
failure to comply with such requirements 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. The
Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the Listing Rules.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of an
English company that is a "foreign private issuer" (as defined
under Rule 3b-4 under the US Exchange Act 1934 as amended (the "US
Exchange Act")) 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 US Exchange Act.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which are different from the disclosure requirements
and practices of the US under the US Exchange Act. The financial
information included in this Announcement and the Scheme
documentation has been or will have been prepared in accordance
with accounting standards applicable in the UK and thus 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 US.
If Bidco were to elect to implement the Acquisition by means of
a Takeover Offer, such Takeover Offer would be made in compliance
with applicable US laws and regulations, including to the extent
applicable Section 14(e) of the US Exchange Act and Regulation 14E
thereunder, and in accordance with the Takeover Code. Such a
Takeover Offer would be made in the United States by Bidco and no
one else. Accordingly, the Acquisition would be subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.
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 under applicable United States
state and local, as well as foreign and other, tax laws. Each Moss
Bros Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Moss
Bros is located in a country other than the US, and all of its
officers and directors are residents of countries other than the
US. US holders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of 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.
In accordance with normal UK practice and consistent with Rule
14e-5(b) under the US Exchange Act, Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Moss
Bros outside of the US, other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes
effective, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including to the
extent applicable the US Exchange Act. Any information about such
purchases or arrangements to purchase will be disclosed as required
in the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com .
In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the US Exchange Act, Peel Hunt
and its affiliates will continue to act as an exempt principal
trader in Moss Bros securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the
Takeover Code will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website at
www.londonstockexchange.com .
Cautionary note regarding forward looking statements
This document 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 document 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 undue 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 document, 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 document.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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 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 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 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 website and availability of hard copies
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Moss Bros' website at
https://corp.moss.co.uk. For the avoidance of doubt, the contents
of those websites are not incorporated into and do not form part of
this Announcement.
You may request a hard copy of the Scheme Document and all
information incorporated into the Scheme Document by reference to
another source by contacting Link Asset Services during normal
business hours on 0371 664 0321 from within the UK or +44 (0)371
664 0321 if calling from outside the UK or by submitting a request
in writing to Link Asset Services, PXS1, 34 Beckenham Road,
Beckenham, BR3 4ZF. Calls are charged at the standard geographic
rate and will vary by provider. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Acquisition should be in hard copy form
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times. If any of the dates and/or
times in this expected timetable change, the revised dates and/or
times will be notified to Moss Bros shareholders by announcement
through a Regulatory Information Service, with such announcement
being made available on Moss Bros' website at
https://corp.moss.co.uk.
Event Time and/or date
Latest time for lodging Forms
of Proxy for the:
Court Meeting (blue form) 10.00 a.m. on 27 April 2020
General Meeting (white form) 10:15 a.m. on 27 April 2020
Voting Record Time for the 6:00 p.m. on 27 April 2020
Court Meeting and General Meeting
Court Meeting 10.00 a.m. on 29 April 2020
General Meeting 10:15 a.m. on 29 April 2020
The following dates and times are indicative only and are subject
to change
Court Hearing A date expected to be in the second
quarter of 2020 subject to FCA
approval ("D")
Last day of dealings in, and D + 1 Business Day
for registration of transfers
of, and disablement in CREST
of, Moss Bros Shares
Scheme Record Time 6:00 p.m. on D + 1 Business Day
Dealings in Moss Bros Shares 7:30 a.m. on D + 2 Business Days
suspended
Effective Date of the Scheme D+2 Business Days
De-listing and cancellation D+3 Business Days
of admission to trading of
Moss Bros Shares
Latest date for despatch of Within 14 days of the Effective
cheques or settlement through Date
CREST in respect of the Cash
Consideration.
Longstop Date 30 June 2020
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
OUPSEWFEDESSESL
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April 23, 2020 08:07 ET (12:07 GMT)
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