Franchise Brands PLC Offer update -- Offer becomes wholly unconditional (2692E)

TIDMFRAN TIDMFLTA

RNS Number : 2692E

Franchise Brands PLC

10 March 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

   Franchise Brands   plc 

Recommended All Share Offer

for

   Filta Group Holdings plc   ("Filta") 

by

   Franchise Brands   plc ("Franchise Brands" or the "Company") 

Offer update - Offer becomes wholly unconditional

Board appointments

Director and other shareholdings

Total voting rights

On 16 February 2022, Franchise Brands announced a recommended all share offer for Filta (the "Offer"). The full terms of, and conditions to, the Offer and the procedures for acceptance were set out in the offer document dated 18 February 2022 (the "Offer Document"). Terms used but not defined in this announcement have the same meaning as set out in the Offer Document.

The Directors of Franchise Brands are pleased to announce that, further to the admission to trading on AIM of 27,687,224 New Franchise Brands Shares today, the Offer has become wholly unconditional.

Franchise Brands is now the owner of 23,930,192 Filta Shares, representing 81.94 per cent. of the issued share capital of Filta.

The Offer will remain open for acceptance until further notice and no later than 19 April 2022.

Filta Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the procedure set out below.

Board appointments

The Company is pleased to confirm the appointment to the Board with immediate effect of Jason Sayers and Brian Hogan, Chief Executive Officer and Chief Financial Officer of Filta respectively. Jason and Brian have been appointed as Managing Director-Filta and Chief Financial Officer respectively.

Jason Sayers founded Filta in the UK in 1996 and has since been the driving force for the business and, as Group CEO, had ultimate responsibility for all of its operations worldwide.

Brian Hogan is a senior financial executive with more than 30 years' experience including an international role as Vice President: Finance for Amkor Technologies based in Japan. Since 1995 he has held various North American Vice President and Chief Financial Officer roles.

Further information in relation to Jason Sayers and Brian Hogan is set out in the Company's announcement on 16 February 2022 .

Victor Clewes and Jlubomir Urosevic, current executive directors of Filta, will remain in the Filta business in senior management roles within the enlarged group.

As previously announced, Chris Dent is leaving the Group to take up the role of Chief Financial Officer at UP Global Sourcing Holdings plc and has stepped down as director and Chief Financial Officer of Franchise Brands with immediate effect.

AIM Rule 17

Pursuant to AIM Rule 17, following the issue of the New Franchise Brands Shares today, the percentage shareholdings of the following Directors of Franchise Brands are now as follows:

 
 Name               Interest in Franchise     Percentage of current 
                     Brands Ordinary Shares    issued share capital 
 Stephen Hemsley    22,179,844                17.95 
                   ------------------------  ---------------------- 
 Nigel Wray         22,366,303                18.10 
                   ------------------------  ---------------------- 
 David Poutney      3,696,495                 2.99 
                   ------------------------  ---------------------- 
 Jason Sayers*      4,267,154                 3.45 
                   ------------------------  ---------------------- 
 

* In addition, Jason Sayers is a life tenant and beneficiary of the Meredian Settlement Trust which has an interest in 9,171,029 Ordinary Shares, equivalent to 7.42 per cent. of Franchise Brands' issued share capital.

Roy Sayers now holds 650,419 ordinary shares in the Company, representing 0.53 per cent. of the current issued share capital. In addition, Roy Sayers is the settlor and a trustee of the Meridian Settlement Trust.

Victor Clewes now holds 5,274,473 ordinary shares in the Company, representing 4.27 per cent. of the current issued share capital.

Procedure for acceptance of the Offer

Filta Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines:

   --    If you hold Filta Shares in certificated form (that is, not in CREST) 

If you hold your Filta Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Filta Shares, you should complete, sign and return the personalised Form of Acceptance along with your valid share certificate(s) and/or any other relevant documents of title as soon as possible and, in any event, so as to be received by post at the Receiving Agent, Computershare at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, United Kingdom by no later than 1.00 p.m. on 19 April 2022 or, if earlier, the Unconditional Date.

   --    If you hold your Filta Shares in uncertificated form (that is, in CREST) 

If you hold your Filta Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Offer in respect of those Filta Shares, you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, not later than 1.00 p.m. on 19 April 2022 or, if earlier, the Unconditional Date.

Full details on how to accept the Offer are set out in the Offer Document, a copy of which is available on Franchise Brands' website at https://www.franchisebrands.co.uk/investor-information/ . Further copies of the Offer Document and the Form of Acceptance are available from Computershare by written request to Computershare at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, United Kingdom or request to Computershare by telephone on [phone] (from within the UK) or on [phone] (from outside the UK).

Compulsory acquisition

If Franchise Brands receives acceptances under the Offer in respect of, or otherwise acquires, 90% or more of the Filta Shares to which the Offer relates, Franchise Brands will exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Filta Shares in respect of which the Offer has not been accepted.

Settlement

The consideration due to accepting Filta Shareholders is expected to be despatched either on or before 22 March 2022 in respect of acceptances complete in all respects and received not later than 1.00 p.m. on 8 March 2022, or within 14 days of the date of receipt of further acceptances which are valid and complete in all respects.

Cancellation of trading of Filta Shares on AIM

It is anticipated that cancellation of admission to trading on AIM will take effect on 24 March 2022 and accordingly the last day of dealings on AIM in Filta Shares will be 23 March 2022. Cancellation of admission to trading on AIM will significantly reduce the liquidity and marketability of all Filta Shares not assented to the Offer at that time.

Total voting rights / issued share capital

The total number of ordinary shares of 0.5p each in Franchise Brands in issue is 123,552,833 with International Securities Identification Number (ISIN) GB00BD6P7Y24.

There are no ordinary shares held in treasury and therefore the total number of voting rights in Franchise Brands is 123,552,833 . This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

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                                     [phone] 
  PR advisers to Franchise Brands                        [phone] 
  Katie Hunt / Catherine Chapman                         [phone] 
                                                    [e-mail] 
 Yellow Jersey PR 
  PR advisers to Filta 
  Charles Goodwin                                       [phone] 
  Henry Wilkinson                                        [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 contains 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 because it contains 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.

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March 10, 2022 03:05 ET (08:05 GMT)