TIDMMOSB
RNS Number : 3923L
Moss Bros Group PLC
29 April 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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
29 April 2020
RECOMMED CASH OFFER
for
MOSS BROS GROUP PLC
by
BRIGADIER ACQUISITION COMPANY LIMITED
Results of Court Meeting and General Meeting
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 ordinary share capital of Moss Bros (the
"Acquisition"). The Acquisition is to be effected 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").
Moss Bros is pleased to announce that, at the Court Meeting and
the General Meeting (the "Meetings") convened in relation to the
proposed Scheme and held earlier today, all resolutions proposed,
details of which are set out in the notices of the Meetings
contained in Parts 9 and 10 of the scheme document dated 8 April
2020 (the "Scheme Document"), were passed by the requisite
majorities and accordingly the Scheme was approved.
A majority in number of the Scheme Shareholders who voted,
representing not less than 75 per cent. in value of the Scheme
Shares held by those Scheme Shareholders approved the Scheme at the
Court Meeting.
Moss Bros Shareholders voted at the General Meeting to pass the
Special Resolution to approve and implement the Scheme (including,
without limitation, the amendment of the Moss Bros' articles of
association and authorising the directors of Moss Bros to take all
such action as they may consider necessary or appropriate for
carrying the Scheme into effect).
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder was entitled to one vote per
Scheme Share held at the Voting Record Time:
Results Number % of Scheme Number of % of Scheme Number
of Court of Scheme Shares Scheme Shareholders Shareholders of Scheme
Meeting Shares voted (2 who voted who voted Shares
voted d.p.) (2 d.p.) voted as
a % of
the issued
ordinary
share capital
(2 d.p.)*
FOR 65,088,897 98.50 220 89.80 64.57
----------- ------------ --------------------- -------------- ---------------
AGAINST 993,068 1.50 25 10.20 0.99
----------- ------------ --------------------- -------------- ---------------
TOTAL 66,081,965 100.00 245 100.00 65.56
----------- ------------ --------------------- -------------- ---------------
(*) The total number of Scheme Shares in issue at the Voting
Record Time was 100,799,873 .
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Moss Bros Shareholder was entitled to one vote per
Moss Bros Share held at the Voting Record Time:
Special Resolution No. of Moss Bros No. of Moss % of votes
Shareholders Bros Shares cast (2 d.p.)
voting voted
FOR 213 63,704,321 98.47
----------------- ------------- ---------------
AGAINST 21 986,766 1.53
----------------- ------------- ---------------
WITHHELD* 1 590 0.00
----------------- ------------- ---------------
*A withheld vote is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned. Any proxy appointments which
gave discretion to the Chairman have been included in the vote
"For" total.
Effective Date and Timetable
The outcome of today's Court Meeting and General Meeting means
that Conditions 1.(a) and 1.(b) (as set out in Part A of Part 4 of
the Scheme Document) have been satisfied.
The Scheme remains subject to the sanction by the Court at the
Court Hearing and the satisfaction (or, where applicable, waiver)
of the other Conditions (as set out in Part A of Part 4 of the
Scheme Document).
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 8 of the
Scheme Document and, subject to the sanction by the Court at the
Court Hearing and the satisfaction (or where applicable, waiver) of
the other Conditions, it is expected to become Effective in the
second quarter of 2020.
If any of the key dates set out in the timetable change, Moss
Bros will give notice of this change by issuing an announcement
through a Regulatory Information Service and by making such
announcement available on Moss Bros' website at
https://corp.moss.co.uk.
Terms defined in the Scheme Document have the same meanings in
this Announcement.
Enquiries
Moss Bros via Buchanan
Colin Porter, Chairman
Brian Brick, CEO
Bill Adams, CFO
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 relating to financial advisers
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 document, 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 document, 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.
Further information
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 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 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 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. Further details in
relation to Overseas Shareholders are contained in the Scheme
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.
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
OUPEAXLNAFAEEFA
(END) Dow Jones Newswires
April 29, 2020 13:16 ET (17:16 GMT)
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