TIDMFCCN
RNS Number : 5283R
French Connection Group PLC
05 November 2021
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
5 November 2021
RECOMMED ACQUISITION
of
FRENCH CONNECTION GROUP PLC ("French Connection")
by
MIP HOLDINGS LTD ("MIP")
a newly incorporated entity directly owned and controlled by
Apinder Singh Ghura, Amarjit Singh Grewal and KJR Brothers
Limited
to be effected by way of a scheme of arrangement under Part 26
of the Companies Act 2006
Court Sanction of Scheme of Arrangement and Timetable Update
On 4 October 2021, the boards of French Connection and MIP
announced that they had agreed the terms of a recommended cash
acquisition under which MIP will acquire the entire issued and to
be issued share capital of French Connection not currently owned by
Apinder Singh Ghura (the "Acquisition") to be implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme"). The circular in relation to the
Scheme (the "Scheme Document") was posted to French Connection
Shareholders on 9 October 2021.
Further to the announcement made on 1 November 2021 in relation
to the results of the Court Meeting and General Meeting, French
Connection is pleased to announce that the Court has today issued
the Court Order sanctioning the Scheme.
The Scheme remains conditional on the delivery of the Court
Order to the Registrar of Companies, which is expected to occur on
8 November 2021.
French Connection confirms that, the last day of dealings in,
and for registration of transfers of, and disablement in CREST of,
French Connection Shares, is today, 5 November 2021, and the Scheme
Record Time is 6.00 p.m. today, 5 November 2021.
The de-listing of French Connection Shares from the premium
listing segment of the Official List of the Financial Conduct
Authority and the cancellation of the admission to trading of
French Connection Shares on the London Stock Exchange's Main Market
for listed securities have also been applied for and will, subject
to the Scheme becoming effective, take effect at 8.00 a.m. (London
time) on 8 November 2021.
Expected Timetable
The board of directors of French Connection now expects the
completion of the Acquisition to be on the following timetable:
Event Expected time/date (1)
Court Hearing to sanction the 5 November 2021
Scheme
Last day of dealings in, and 5 November 2021
for registration of transfers
of, and disablement in CREST
of, French Connection Shares
Scheme Record Time 6:00 p.m. on 5 November
2021
Scheme Effective Date 8 November 2021 (2)
Cancellation of listing of French By 8:00 a.m. on 8 November
Connection Shares on the premium 2021
segment of the Main Market of
the London Stock Exchange
Re-registration of French Connection 8 November 2021 (3)
as a private limited company
Latest date for despatch of cheques 22 November 2021
and for settlement through CREST
or other form of payment in respect
of cash consideration due under
the Scheme
(1) These times and dates are indicative only and will depend on
when the Court Order sanctioning the Scheme is delivered to the
Registrar of Companies. French Connection will give notice of any
change(s) by issuing an announcement through a Regulatory
Information Service.
(2) Scheme to become Effective by 8:00 a.m. and before the
subsequent events set out in the timetable
(3) An application will be made to the Registrar of Companies
for re-registration to be effected as soon as possible.
A further announcement will be made when the Scheme becomes
Effective.
Full details of the Acquisition are set out in the Scheme
Document published on 9 October 2021.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meaning as set out in the Scheme
Document.
Enquiries:
MIP
Apinder Singh Ghura
via Walbrook PR (public relations adviser Tel: +44 (0) 20 7933
to MIP) 8787
Paul McManus
info@walbrookpr.com
French Connection Group PLC Tel: +44 (0) 20 7036
7063
Neil Williams, Chief Operating Officer
Lee Williams, Chief Financial Officer
WH Ireland (Financial Adviser and Corporate Tel: +44 (0) 20 7220
Broker to French Connection) 1666
Adrian Hadden
Ben Good
Paternoster Communications (public relations Tel: +44 (0) 20 3012
adviser to French Connection) 0241
Tom Buchanan
Shoosmiths LLP is acting as legal adviser to MIP. Clifford
Chance LLP is acting as legal adviser to French Connection.
Important notices
WH Ireland, which is authorised and regulated in the UK by the
FCA, is acting as financial adviser and broker exclusively for
French Connection and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and
will not be responsible to anyone other than French Connection for
providing the protections afforded to clients of WH Ireland, nor
for providing advice in relation to any matter referred to
herein.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise.
In accordance with normal UK practice, MIP or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase French Connection Shares,
other than pursuant to the Acquisition, until the date on which the
Scheme (or Takeover Offer, if applicable) becomes effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK and will be reported to a
regulatory information service and will be available on the London
Stock Exchange website at www.londonstockexchange.com
Overseas shareholders
The availability of the Acquisition to Overseas Shareholders and
the 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 persons into whose
possession this announcement comes should inform themselves of, and
observe, any such restrictions. Any person (including without
limitation, nominees, trustees and custodians) who would, or
otherwise intends to, forward this announcement, the Scheme
Document or any accompanying document to any jurisdiction outside
the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. If any
Overseas Shareholder remains in any doubt, it should consult an
appropriate independent professional adviser in its relevant
jurisdiction without delay. In particular, the ability of persons
who are not resident in the United Kingdom to vote their French
Connection Shares at the Court Meeting or the General Meeting or to
execute and deliver Forms of Proxy appointing another to vote their
French Connection Shares in respect of the Court Meeting or the
General Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.
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 purposes of complying
with the law of England and Wales and the Takeover 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.
Additional information for US investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the law of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the tender offer or
proxy solicitation rules under the US Exchange Act of 1934 (the "US
Exchange Act"). Accordingly, the Scheme will be subject to
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement, which are different from the
disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
announcement and the Scheme documentation has been or will have
been prepared in accordance with International Financial Reporting
Standards and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with US GAAP. US GAAP differs in certain
significant respects from the International Financial Reporting
Standards. None of the financial information in this announcement
or the Scheme documentation has been audited in accordance with
auditing standards generally accepted in the US or the auditing
standards of the Public Company Accounting Oversight Board (United
States). If MIP were to elect to implement the Acquisition by
means of a Takeover Offer and determines to extend such Takeover
Offer into the US, such Takeover Offer would be made in compliance
with applicable US laws and regulations, including Section 14(e) of
the US Exchange Act and Regulation 14E thereunder. Such a Takeover
Offer would be made in the United States by MIP and no one
else.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its French Connection Shares
pursuant to the Scheme will likely be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each French
Connection Shareholder is urged to consult his independent legal,
tax and financial advisers immediately regarding the tax
consequences of the Acquisition applicable to him/her, including
under applicable US state and local, as well as foreign and other,
tax laws.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws in connection
with the Acquisition, since MIP and French Connection 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 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 the event that the Acquisition is implemented by way of
Takeover Offer, in compliance with applicable UK laws, MIP, its
dealer manager (and their advisors or affiliates), or its nominees,
or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other
securities of French Connection other than pursuant to such
Takeover Offer during the period in which such Takeover Offer would
remain open for acceptance. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. 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 .
Neither the Acquisition nor this announcement have been approved
or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any other US
regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of
the Acquisition, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the United States.
Forward-looking statements
This announcement (including any information that is
incorporated by reference into this announcement) contains
statements about the Wider MIP Group and the Wider French
Connection Group that are or may be forward-looking statements
which are prospective in nature. All statements other than
statements of historical facts may be forward-looking statements.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "targets", "plans",
"believes", "expects", "aims", "intends", "will", "should",
"could", "would", "may", "anticipates", "estimates", "synergy",
"cost-saving", "projects", "goal" or "strategy" or, words or terms
of similar substance or the negative thereof. Forward-looking
statements may 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 the
operations of the Wider MIP Group or the Wider French Connection
Group and potential synergies resulting from the Acquisition; and
(iii) the effects of government regulation on the businesses of the
Wider MIP Group or the Wider French Connection Group.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown 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 of this announcement. All subsequent oral or written
forward-looking statements attributable to the Wider MIP Group or
the Wider French Connection Group 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. MIP and French Connection disclaim any
obligation to update any forward-looking or other statements
contained in this announcement, except as required by applicable
law.
Publication on a website
This announcement will be available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
French Connection's website at www.frenchconnection.com by no later
than 12.00 noon (London time) on the Business Day following
publication of this announcement. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
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Policy.
END
SOAGZMGMZKMGMZM
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