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 July
2024
RECOMMENDED
ACQUISITION
of
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC
by
ARIZONA BIDCO LIMITED
(a newly formed vehicle,
wholly-owned, indirectly, by Averon Park Limited)
(to be implemented by way of
a scheme of arrangement
under Part 26 of the
Companies Act 2006)
RESULTS OF COURT MEETING AND
GENERAL MEETING
Foresight Sustainable Forestry
Company plc ("FSFC")
announces that at the Court Meeting and General Meeting held
earlier today in connection with the recommended cash offer made by
Arizona Bidco Limited ("Bidco") to acquire the entire issued
and to be issued ordinary share capital of FSFC that the Averon
Park Group does not already own (the "Acquisition"), all resolutions were
duly passed.
As previously announced, the
Acquisition is to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") and
today:
(i) the
requisite majority of Scheme Voting Shareholders present and voting
(and entitled to vote) in person or by proxy, representing not less
than 75 per cent. in value of the Scheme Voting Shares voted by
such Scheme Voting Shareholders, voted in favour of the Scheme at
the Court Meeting; and
(ii) the requisite
majority of FSFC Shareholders voted in favour of the Special
Resolution to implement the Scheme, including the adoption of the
proposed amendments to the FSFC Articles, at the General
Meeting.
Details of the resolutions passed
are set out in the notices of the Court Meeting and General Meeting
contained in the scheme document published by FSFC on 25 June 2024
in connection with the Acquisition (the "Scheme Document"). The Scheme Document
is available, free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on FSFC's
website at https://fsfc.foresightgroup.eu/offer-fsfc and on Bidco's
website at
https://communications.singercm.com/p/4UWI-F5D/arizona-bidco.
Capitalised terms used but not
otherwise defined in this announcement have the meanings given to
them in the Scheme Document.
The total number of FSFC Shares in
issue at the Voting Record Time was 172,056,075, none of which were
held in treasury. Consequently, the total voting rights in FSFC at
the Voting Record Time was 172,056,075. Scheme Voting Shareholders
were entitled to one vote per Scheme Voting Share held at the
Voting Record Time at the Court Meeting and FSFC Shareholders were
entitled to one vote per FSFC Share held at the Voting Record Time
at the General Meeting. The total number of Scheme Voting Shares in
issue at the Voting Record Time was 121,042,313, being the total
number of FSFC Shares in issue of 172,056,075, less the 51,003,762
FSFC Shares held by Blackmead (which are Excluded Shares) and the
10,000 FSFC Shares beneficially owned by Mr Stephen Thayer (Mr
Thayer having consented to be treated as a separate class of Scheme
Shareholder not entitled to attend or vote at the Court
Meeting).
Voting Results of the Court Meeting
At the Court Meeting, a majority in
number of the Scheme Voting Shareholders who voted in person or by
proxy, representing 99.50 per cent. in value of the Scheme Voting
Shares voted, voted in favour of the resolution to approve the
Scheme. The resolution proposed at the Court Meeting was passed on
a poll. The table below sets out the results of the poll at the
Court Meeting.
Results of Court Meeting
|
Number of Scheme Voting
Shareholders who voted*
|
% of the Scheme Voting
Shareholders who voted
|
Number of Scheme Voting
Shares voted
|
% of Scheme Voting Shares
which were voted
|
Number of Scheme Voting
Shares voted as a % of the issued share capital entitled to vote on
the Scheme
|
For
|
43
|
97.73
|
71,882,378
|
99.50
|
59.39
|
Against
|
10
|
22.73
|
359,193
|
0.50
|
0.30
|
Total
|
44
|
120.45
|
72,241,571
|
100.00
|
59.68
|
*Where a Scheme Voting Shareholder cast some of their votes
'For' and some of their votes 'Against' the resolution proposed at
the Court Meeting, such Scheme Voting Shareholder has been counted
as having voted both 'For' and 'Against' the resolution for the
purposes of determining the number of Scheme Voting Shareholders
who voted as set out in this column. This also results in the
percentages in the third column of the above table being, in total,
over 100 per cent.
Voting Results of the General Meeting
At the General Meeting, the
requisite majority of FSFC Shareholders voted on a poll vote in
favour of the Special Resolution necessary to implement the Scheme.
The table below sets out the results of the poll at the General
Meeting.
|
Number of FSFC Shares
voted
|
% of FSFC Shares
voted
|
Number of FSFC Shares voted
as a % of the issued ordinary share capital
|
For*
|
134,686,829
|
99.73
|
78.28
|
Against
|
366,019
|
0.27
|
0.21
|
Withheld**
|
32,834
|
-
|
-
|
Total
|
135,052,848
|
100.00
|
78.49
|
*Includes discretionary votes.
**A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
Special Resolution.
A copy of the Special Resolution
passed at the General Meeting will be submitted today to the
National Storage Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Effective Date and Timetable
The outcome of today's Court Meeting
and General Meeting means that Conditions 2(a) and 2(b) (as set out
in Part A of Part III of the Scheme Document) have been
satisfied.
Completion of the Acquisition
remains subject to the satisfaction, or, if applicable, the waiver
of the other Conditions set out in the Scheme Document, including
the Court sanctioning the Scheme at the Court Sanction Hearing,
which is expected to be held on 26 July 2024, and the delivery of a
copy of the Court Order to the Registrar of Companies and the
Scheme thereby becoming Effective, which is expected to take place
on 30 July 2024.
The expected timetable of principal
events for the implementation of the Scheme remains as set out on
pages 16 and 17 of the Scheme Document. These times and dates are
indicative only and the remaining dates are subject to change. The
dates will depend, among other things, on the date upon which (i)
the Conditions set out in Part III of the Scheme Document are
satisfied or, if capable of waiver, are waived; and (ii) the Court
sanctions the Scheme. If any of the dates and/or times in the
expected timetable change, the revised dates and/or times will be
notified to FSFC Shareholders by announcement through a Regulatory
Information Service with such announcement being made available on
FSFC's website at
https://fsfc.foresightgroup.eu/offer-fsfc.
Enquiries:
FSFC
Richard Davidson (Chairman)
|
Via SEC
Newgate
|
Stifel (Rule 3
Financial Adviser and Broker to FSFC)
Edward Gibson-Watt
Nick Harland
Rajpal Padam
Bruno Benega
|
Tel: +44
(0) 20 7710 7600
|
SEC Newgate
(PR Adviser to FSFC)
Elisabeth Cowell
Robin Tozer
Alice Cho
Harry Handyside
|
Tel: +44
(0) 20 3757 6882
|
Singer Capital
Markets (Financial Adviser to Bidco, Blackmead and Averon
Park)
Robert Peel
Alaina Wong
James Todd
|
Tel: +44
(0) 20 7496 3000
|
Averon
Park
Matt Hammond
Charlie Wright
Anouska Morjaria
|
Tel: +44
(0) 20 3667 8100
|
Gowling WLG (UK) LLP is acting as legal adviser
to FSFC.
Dickson Minto LLP is acting as legal adviser to
Bidco, Blackmead and Averon Park.
Important notices relating to financial
advisers
Stifel
Nicolaus Europe Limited ("Stifel"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Financial
Adviser exclusively to FSFC and no one else in connection with the
matters described in this announcement and will not regard any
other person as its client in respect thereof or be responsible to
anyone other than FSFC for providing the protections afforded to
clients of Stifel or its affiliates nor for providing advice in
connection with any matter referred to in this announcement.
Neither Stifel nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 Stifel or its affiliates in
connection with this announcement, any statement contained herein,
the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Stifel as to the contents of this
announcement.
Singer
Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as Financial Adviser exclusively to Bidco, Blackmead and
Averon Park and no one else in connection with the matters
described in this announcement and will not regard any other person
as its client in respect thereof or be responsible to anyone other
than Bidco, Blackmead or Averon Park or their respective affiliates
for providing the protections afforded to clients of Singer Capital
Markets or its affiliates nor for providing advice in connection
with any matter referred to in this announcement. Neither Singer
Capital Markets nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 Singer Capital Markets or its
affiliates in connection with this announcement, any statement
contained herein, the Acquisition or otherwise. No representation
or warranty, express or implied, is made by Singer Capital Markets
as to the contents of this announcement.
In accordance
with the Code and normal United Kingdom market practice, Singer
Capital Markets or its affiliates will continue to act as exempt
principal traders in FSFC 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 Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Further information
This announcement is for information purposes only. It is not
intended to, and does not, constitute or form part of any 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 in FSFC in any
jurisdiction in contravention of applicable law. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document),
which contains (or will contain) the full terms and conditions of
the Acquisition. Any response in relation to the Acquisition should
be made solely on the basis of the Scheme Document (or, in the
event that the Acquisition is to be implemented by means of a
Takeover Offer, the Offer Document). FSFC and Bidco urge FSFC
Shareholders to read the Scheme Document carefully because it
contains important information relating to the
Acquisition.
The statements contained in this announcement are made as at
the date of this announcement, unless some other time is specified
in relation to them, and the release of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. This
announcement is an advertisement and does not constitute a
prospectus or a prospectus equivalent document.
No
person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents
of this announcement or the action you should take, you are
recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant, or independent financial adviser duly authorised under
FSMA if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser.
Overseas
Shareholders
This announcement has been prepared in accordance with, and
for the purpose of complying with, English law, the Code, the
Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules, 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 England.
The release, publication or distribution of this announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by law and/or regulation and therefore any persons who
are not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom (including
Restricted Jurisdictions) should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the
United Kingdom or who are subject to the laws of any jurisdiction
other than the United Kingdom to participate in the Acquisition may
be affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. Any failure to comply
with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction. To the fullest extent permitted by applicable law,
the companies, advisers and persons involved in the Acquisition
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
(including the Alternative Offer) shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws or regulations in that
jurisdiction and no person may vote in favour of the Acquisition by
use of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that
jurisdiction.
Copies of this announcement and any formal documentation
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 any Restricted Jurisdiction or any other
jurisdiction where to do so would constitute a violation of the
laws or regulations of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of, or acceptance of, the
Acquisition.
If
the Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by
use of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Takeover Offer
will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction.
The availability of the Acquisition to Scheme Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdiction in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
The availability of the Rollover Shares to persons who are not
resident in the United Kingdom may be affected by the laws and/or
regulations of the relevant jurisdiction in which they are located.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable
requirements.
Where Bidco believes that an election for the Alternative
Offer by any Scheme Shareholder may infringe applicable legal or
regulatory requirements, or may result in a requirement for a
registration under the securities laws of any Restricted
Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and
such Scheme Shareholder will instead receive the Cash Offer in
respect of the Scheme Shares which were subject to such an election
in accordance with the terms of the Acquisition.
Further details in relation to Overseas Shareholders is
contained in the Scheme Document.
The Acquisition is subject to the applicable requirements of
English law, the Court, the Code, the Panel and the London Stock
Exchange.
Additional information for US
investors
The
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
the laws of England. 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. Accordingly, the
Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
The financial
information included in the Scheme Document has been prepared in
accordance with UK IFRS and thus may not be comparable to the
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States, which differ in certain
significant respects from UK IFRS.
If, in the
future, Bidco exercises its right to implement the Acquisition by
means of a Takeover Offer which is to be made into the United
States, such a Takeover Offer would be made in compliance with all
applicable US laws and regulations, including any applicable
exemptions under the US Exchange Act. Such a Takeover Offer would
be made in the United States by Bidco and no one
else.
In accordance
with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of the US Exchange Act (to the extent applicable), Bidco or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, FSFC Shares
or other securities of FSFC outside of the US, other than pursuant
to the Acquisition, until the date on which the Acquisition and/or
Scheme and/or Takeover Offer (as relevant) becomes effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made, they would be made outside of the
United States and would be in accordance with applicable law,
including the US Exchange Act and the Code. 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
SEC nor any US state securities commission nor any other US
regulatory authority has approved or disapproved of the Alternative
Offer nor the securities to which it relates or determined if this
announcement or the Scheme Document is accurate or complete or
adequate. Any representation to the contrary is a criminal offence
in the United States.
The Rollover
Shares that may be issued under the Alternative Offer have not been
and will not be registered under the US Securities Act or under the
relevant securities laws of any state or territory or other
jurisdiction of the United States and will not be listed on any
stock exchange. Accordingly, the Rollover Shares may not be offered
or sold in the United States, except in a transaction not subject
to, or in reliance on an applicable exemption from, the
registration requirements of the US Securities Act and any
applicable state securities laws. Bidco expects to issue the
Rollover Shares in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
section 3(a)(10) thereof ("Section
3(a)(10)"). Section 3(a)(10) exempts securities issued in
specified exchange transactions from the registration requirement
under the US Securities Act where, among other things, the fairness
of the terms and conditions of the issuance and exchange of such
securities have been approved by a court or governmental authority
expressly authorised by law to grant such approval, after a hearing
upon the fairness of the terms and conditions of the exchange at
which all persons to whom the Rollover Shares are proposed to be
issued have the right to appear and receive adequate and timely
notice thereof. If Bidco exercises its right to implement the
acquisition of the Scheme Shares by way of a Takeover Offer, the
Rollover Shares will not be offered in the United States except
pursuant to an exemption from or in a transaction not subject to
registration under the US Securities Act.
US holders
who are or will be affiliates of the Bidco Group or FSFC prior to,
or of Bidco Group after, the Effective Date will be subject to
certain US transfer restrictions relating to any Rollover Shares
received pursuant to the Scheme.
For the
purposes of qualifying for the exemption from the registration
requirements of the US Securities Act in respect of the Rollover
Shares issued pursuant to the Alternative Offer afforded by Section
3(a)(10), Bidco will advise the Court that its sanctioning of the
Scheme will be relied upon by Bidco as an approval of the Scheme
following a hearing on its fairness to Scheme
Shareholders.
The receipt
of cash by a US holder as consideration for the transfer of its
Scheme Shares pursuant to the Scheme may have tax consequences in
the US and such consequences, if any, are not described in this
announcement or in the Scheme Document. Each FSFC Shareholder is
urged to consult their independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to
them, including under applicable United States state and local, as
well as overseas and other, tax laws.
FSFC and
Bidco are each incorporated under the laws of England. Some or all
of the officers and directors of Bidco and FSFC, respectively, are
residents of countries other than the United States. In addition,
some or all of the assets of Bidco and FSFC are located outside the
United States. As a result, it may be difficult for US holders of
FSFC Shares to enforce their rights and any claim arising out of
the US federal laws or to enforce against them a judgment of a US
court predicated upon the securities laws of the United Kingdom. US
holders of FSFC 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
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
Further
details in relation to US investors in FSFC are contained in the
Scheme Document.
Forward-looking
statements
This
announcement (including information incorporated by reference),
oral statements made regarding the Acquisition, and other
information published by FSFC, Averon Park and Bidco contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of Bidco, Averon
Park and FSFC about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
Such
forward-looking statements include statements relating to the
expected effects of the Acquisition on Bidco, the Bidco Group, FSFC
and the FSFC Group (including their future prospects, developments
and strategies), the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as, without limitation, "anticipate",
"target", "expect", "estimate", "intend", "plan", "forecast",
"project", "goal", "believe", "aim", "will", "may", "hope",
"continue", "would", "could" or "should" or other words of similar
meaning or the negative thereof. Forward-looking statements may
include, but are not limited to, 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's, FSFC's, any member of the Bidco Group's or any member of
the FSFC Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of global economic
conditions and governmental regulation on Bidco's, FSFC's, any
member of the Bidco Group's or any member of the FSFC Group's
business.
Although
Bidco, Averon Park and FSFC believe that the expectations reflected
in such forward-looking statements are reasonable, none of Bidco,
Averon Park or FSFC can give any assurance that such expectations
will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the
future.
There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not
limited to: the ability to complete the Acquisition; the ability to
obtain requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms and
timetable; changes in the global and domestic political, economic,
business and competitive environments and in market and regulatory
forces, circumstances or conditions; changes in future exchange and
interest rates; changes in tax law or rates; future business
combinations or disposals; and any epidemic, pandemic or disease
outbreak. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or
projected in the forward-looking statements. If any one or more of
these risks or uncertainties materialises or if any one or more of
the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors.
Neither
Bidco, Averon Park nor FSFC, nor any of their respective associates
or directors, officers, managers, partners or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
will actually occur. You are cautioned not to place any reliance on
these forward-looking statements. The forward-looking statements in
this announcement speak only at the date of this announcement. All
subsequent oral or written forward-looking statements attributable
to Bidco or any member of the Wider Bidco Group or FSFC or any
member of the Wider FSFC Group, or any of their respective
associates, directors, officers, employees or advisers, are
expressly qualified in their entirely by the cautionary statement
above.
Other than in
accordance with their legal or regulatory obligations, none of
Bidco, Averon Park or FSFC is under any obligation, and Bidco,
Averon Park and FSFC expressly disclaim any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or
otherwise.
Publication on
websites
A copy of
this announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made
available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions), free of charge, on FSFC's
website at https://fsfc.foresightgroup.eu/offer-fsfc and on Bidco's
website at
https://communications.singercm.com/p/4UWI-F5D/arizona-bidco by no
later than 12 noon on the Business Day following the date of this
announcement.
Neither the
content of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this announcement.
Requesting hard copy
documents
In
accordance with Rule 30.3 of the Code, a person so entitled may
request a copy of this announcement in hard copy form free of
charge. A person may also request that all future documents,
announcements and information sent to that person in relation to
the Acquisition should be in hard copy form. For persons who have
received a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent to you unless you have previously notified FSFC's registrar,
Computershare Investor Services PLC, that you wish to receive all
documents in hard copy form or unless requested in accordance with
the procedure set out below.
If
you would like to request a hard copy of this announcement please
contact Computershare during business hours on + 44 (0) 370 707
1231 (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales)) or by submitting
a request in writing to Computershare at Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ,
United Kingdom. Please note that Computershare cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training
purposes.
Information relating to FSFC
Shareholders
Please be
aware that addresses, electronic addresses and certain other
information provided by FSFC Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from FSFC may be provided to Bidco during the Offer Period as
required under section 4 of Appendix 4 to the
Code.
Rounding
Certain
figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an exact
arithmetic aggregation of the figures that precede
them.
Disclosure requirements of the
Code
Under Rule
8.3(a) of the 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 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 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 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.
Right to switch to a Takeover
Offer
Bidco
reserves the right to elect, with the consent of the Panel, to
implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. If the Acquisition is effected by way of
a Takeover Offer, and such offer becomes or is declared
unconditional and sufficient acceptances are received, Bidco
intends to exercise its rights to apply the provisions of Chapter 3
of Part 28 of the Companies Act so as to acquire compulsorily the
remaining FSFC Shares in respect of which the Takeover Offer has
not been accepted.
General
If you are in
any doubt about the contents of this announcement or the action you
should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Time
All times
referred to in this announcement are London times, unless otherwise
stated.