Publication of Offer Document and Circular

RNS Number : 1958C

Franchise Brands PLC

18 February 2022

 

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

18 February 2022

Franchise Brands  plc

Recommended All Share Offer

 for

Filta Group Holdings plc  ("Filta")

by

Franchise Brands  plc  ("Franchise Brands")

PUBLICATION OF OFFER DOCUMENT AND CIRCULAR

On 16 February 2022, Franchise Brands announced a recommended all share offer for Filta (the "Offer").

Further to that announcement, Franchise Brands is pleased to announce that the offer document containing the full terms and conditions of the Offer (the "Offer Document"), together with the related Form of Acceptance, will be published and sent to Filta Shareholders today. For information purposes only, the Offer Document will also be sent, or made available, to persons with information rights.

Franchise Brands is also pleased to announce that a Circular and a Notice of General Meeting will be published and sent to Franchise Brands Shareholders today.  The general meeting is being convened for 9.00 a.m. on 7 March 2022 in order to propose a resolution for authority to issue new ordinary shares in Franchise Brands pursuant to the Offer.

The Offer Document, Form of Acceptance, Circular and this announcement will be made available for inspection on Franchise Brands' website at https://www.franchisebrands.co.uk/investor-information/.

Terms used but not defined in this announcement have the same meaning as set out in the Offer Document.

Enquiries:

Franchise Brands plc Stephen Hemsley, Executive Chairman Chris Dent, Chief Financial Officer Julia Choudhury, Corporate Development Director	[phone]
Filta Group Holdings plc Jason Sayers, Chief Executive Officer Brian Hogan, Chief Financial Officer	[phone]
Allenby Capital Limited Financial Adviser, Nominated Adviser and Joint Broker to Franchise Brands Jeremy Porter / Liz Kirchner (Corporate Finance) Amrit Nahal (Sales and Corporate Broking)	[phone]
Dowgate Capital Limited Financial Adviser and Joint Broker to Franchise Brands   James Serjeant / Russell Cook / Nicholas Chambers	[phone]
Cenkos Securities plc Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to Filta Stephen Keys / Camilla Hume / Callum Davidson	[phone]
MHP Communications PR advisers to Franchise Brands Katie Hunt / Catherine Chapman	[phone] [phone] [phone] [e-mail]
Yellow Jersey PR PR advisers to Filta Charles Goodwin Henry Wilkinson	[phone] [phone]

IMPORTANT NOTICES

Allenby Capital, which is authorised and regulated by the FCA in the UK, is acting as financial adviser, nominated adviser and joint broker exclusively for Franchise Brands and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Franchise Brands for providing the protections afforded to clients of Allenby Capital or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein.

Dowgate, which is authorised and regulated by the FCA in the UK, is acting as financial adviser and joint broker exclusively for Franchise Brands and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Franchise Brands for providing the protections afforded to clients of Dowgate or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein.

Cenkos, which is authorised and regulated by the FCA in the UK, is acting as financial adviser and Rule 3 adviser exclusively for Filta and no one else in connection with the Offer and the matters set out in this announcement and will not be responsible to any person other than Filta for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the Offer , the content of this announcement or any matter referred to herein.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer or invitation to purchase, or 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 Offer or otherwise nor shall there be any sale, issuance or transfer of securities of Franchise Brands or Filta pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer will be implemented solely pursuant to the terms of the Offer Document (or, in the event that the Offer is to be implemented by means of a scheme, the Scheme Document), which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made solely on the basis of the information contained in the Offer Document.

Allenby Capital and Cenkos urge Filta Shareholders to read the Offer Document carefully when it becomes available because it will contain important information in relation to the Offer, the New Franchise Brands Shares and the Enlarged Group, and to take appropriate advice. Any action in relation to the Offer or related matters should be made only on the basis of the information contained in the Offer Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one 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 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (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 one 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 pm (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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Filta Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Filta Shareholders, persons with information rights and other relevant persons for the receipt of communications from Filta may be provided to Franchise Brands during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).  

Overseas jurisdictions

The attention of Filta Shareholders who are citizens or residents of jurisdictions outside the UK (including guidance for US shareholders is drawn to paragraph Part C of Appendix 1 of the Offer Document.

Publication on website

Pursuant to Rule 26.1 of the Code, a copy of this announcement and other documents in connection with the Offer as detailed in paragraph 16 of this announcement will, subject to certain restrictions, be available for inspection on Franchise Brands' website at  https://www.franchisebrands.co.uk/investor-information/  and by Filta on its website at  https://filtaplc.com/investor-relations no later than 12 noon (London time) on the business day following this announcement. The contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form by writing to Chris Dent at Franchise Brands plc, Ashwood Court, Springwood Close, Tytherington Business Park, Macclesfield SK10 2XF. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form.

 

END

 

 

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