Scheme of Arrangement Becomes Effective

Finsbury Food Group PLC

16 November 2023

 

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

FOR IMMEDIATE RELEASE

16 November 2023

RECOMMENDED ACQUISITION

of

FINSBURY FOOD GROUP PLC ("FINSBURY")

by

FRISBEE BIDCO LIMITED ("BIDCO")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 20 September 2023, the boards of directors of Finsbury and Bidco announced that they had reached agreement on the terms of a recommended offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Finsbury (other than the Finsbury Shares held by funds managed by DBAY) (the "Acquisition"). The Acquisition is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 14 November 2023, Finsbury announced that the Court had sanctioned the Scheme to effect the Acquisition.

Finsbury is pleased to announce that the Scheme has now become Effective in accordance with its terms, following delivery of the Court Order to the Registrar of Companies earlier today and the entire issued share capital of Finsbury is now owned or controlled by Bidco. The Acquisition has therefore completed.

Settlement of Consideration

Under the terms of the Scheme, subject to any valid election for the Alternative Offer, holders of Scheme Shares on the register of members of Finsbury at the Scheme Record Time, being 6.00 p.m. (London time) on 15 November 2023, will be entitled to receive 110 pence for every Scheme Share held. Cheques will be dispatched to Scheme Shareholders holding Scheme Shares in certificated form and the CREST accounts of Scheme Shareholders holding Scheme Shares in uncertificated form will be credited, and/or certificates issued in respect of the Alternative Offer, in each case within 14 days of today's date.

Suspension and cancellation of listing and trading

Dealings in Finsbury Shares were suspended with effect from 7.30 a.m. (London time) today. Applications have been made to the London Stock Exchange in relation to the cancellation of the admission to trading of Finsbury Shares on the AIM market of the London Stock Exchange, which is expected to take place at 7.00 a.m. (London time) on 17 November 2023.

Board Changes

As the Scheme has now become Effective, Finsbury announces that Peter Baker, Bob Beveridge, Raymond Duignan and Marnie Millard have tendered their resignations as directors of Finsbury and will step down from the Board of Finsbury effective from today's date.

Dealing Disclosures

The Company is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document, a copy of which is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Finsbury's website at: https://finsburyfoods.co.uk/investor-relations/offer.

Enquiries

Finsbury	Tel: [phone]
John Duffy Steve Boyd
Oppenheimer (Financial adviser under Rule 3 of the Code to Finsbury)	Tel: [phone]
James Murray Anthony Sills
Panmure Gordon (Nomad and corporate broker to Finsbury)	Tel: [phone]
Dominic Morley Atholl Tweedie Rupert Dearden
Alma (PR adviser to Finsbury)	Tel: [phone]
Rebecca Sanders-Hewett	E-mail: [e-mail]
Sam Modlin

CMS Cameron McKenna Nabarro Olswang LLP is providing legal advice to Finsbury.

IMPORTANT NOTICES

Oppenheimer Europe Limited ("Oppenheimer"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser under Rule 3 of the Code to Finsbury in connection with the matters set out herein and for no one else and will not be responsible to anyone other than Finsbury for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement. Neither Oppenheimer nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Oppenheimer in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Finsbury and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Finsbury for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. Each Finsbury Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

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

Overseas shareholders

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom into whose possession this announcement comes should inform themselves about, and observe, such restrictions.  Any failure to comply with any such restrictions 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.

This announcement has been prepared for the purpose of complying with the laws of England and Wales, the Market Abuse Regulation, the AIM Rules and the 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. Nothing in this announcement should be relied on for any other purpose.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made 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 Exchange Act of 1934, as amended (the "Exchange Act") and is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").  Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement under the laws of England and Wales, which are different from the disclosure and other requirements applicable to a US tender offer. 

Neither the SEC, nor any US securities commission has approved or disapproved of any offer of securities referred to in, or commented upon the adequacy or completeness of any of the information contained in this announcement or the Scheme Document.  Any representation to the contrary is a criminal offence in the United States.

Financial information relating to Finsbury included in the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom. As a result, such financial information 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 United States.

It may be difficult for US holders of Finsbury Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since Finsbury is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Finsbury are located outside of the United States. US holders of Finsbury Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

Publication on a website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Finsbury's website at https://finsburyfoods.co.uk/investor-relations/offer. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Code, Finsbury Shareholders and persons with information rights may request a hard copy of this announcement free of charge, by writing to Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by calling Link Group on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. - 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

	24.2. (d)(i)

 

END