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
RECOMMENDED 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. (
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 Scheme |
5 November 2021 |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, French Connection Shares |
5 November 2021 |
Scheme Record Time |
6:00 p.m. on 5 November 2021 |
Scheme Effective Date |
8 November 2021(2) |
Cancellation of listing of French Connection Shares on the premium segment of the Main Market of the London Stock Exchange |
By 8:00 a.m. on 8 November 2021 |
Re-registration of French Connection as a private limited company |
8 November 2021(3) |
Latest date for despatch of cheques and for settlement through CREST or other form of payment in respect of cash consideration due under the Scheme |
22 November 2021 |
(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 to MIP) |
Tel: +44 (0) 20 7933 8787 |
Paul McManus |
|
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 Broker to French Connection) |
Tel: +44 (0) 20 7220 1666 |
Adrian Hadden |
|
Ben Good |
|
Paternoster Communications (public relations adviser to French Connection) |
Tel: +44 (0) 20 3012 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
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
Overseas shareholders
The availability of the Acquisition to Overseas Shareholders and the distribution of this announcement in, into or from jurisdictions other than the
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
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
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
In the event that the Acquisition is implemented by way of Takeover Offer, in compliance with applicable
Neither the Acquisition nor this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in
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 (
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