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Share Name Share Symbol Market Type Share ISIN Share Description
Moss Bros Group Plc LSE:MOSB London Ordinary Share GB0006056104 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 21.60 21.80 22.00 0.00 00:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Retailers 129.0 -4.2 -3.8 - 21

Moss Bros Group PLC Court Sanction of Scheme

08/06/2020 1:44pm

UK Regulatory (RNS & others)


Moss Bros (LSE:MOSB)
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RNS Number : 2914P

Moss Bros Group PLC

08 June 2020

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Capitalised terms used but not defined in this Announcement have the meanings set out in the Scheme Document dated 7 April 2020 (the "Scheme Document") a copy of which is available on the website of Moss Bros at https://corp.moss.co.uk/ .

8 June 2020

RECOMMED CASH OFFER

for

MOSS BROS GROUP PLC

by

BRIGADIER ACQUISITION COMPANY LIMITED

Court Sanction of Scheme

On 12 March 2020, the Board of Moss Bros Group PLC ("Moss Bros") and the Board of Brigadier Acquisition Company Limited ("Bidco") announced under Rule 2.7 of the Code that they had reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of Moss Bros (the "Acquisition"). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement between Moss Bros and the Scheme Shareholders under Part 26 of the Companies Act (the "Scheme"). The full terms and conditions of the Scheme were set out in the Scheme Document.

Further to the announcement made on 29 April 2020 in relation to the results of the Court Meeting and the General Meeting, and the announcement made on 22 May 2020 that the FCA Condition to the Acquisition has been satisfied, Moss Bros and Bidco are pleased to announce that the High Court of Justice in England and Wales earlier today issued the court order sanctioning the Scheme (the "Court Order").

The Scheme remains conditional on the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 10 June 2020 and a further announcement will be made at that time. It is therefore anticipated that the Effective Date, and therefore completion of the Acquisition, will be 10 June 2020.

The last day for dealings in, and for registrations of transfers of, and disablement in CREST of, Moss Bros Shares is expected to be 9 June 2020. The Scheme Record Time is expected to be 6:00 p.m. (London time) on 9 June 2020. The listing of Moss Bros Shares on the Official List and the trading of Moss Bros Shares on the main market for listed securities of the London Stock Exchange are each expected to be suspended with effect from 7:30 a.m. (London time) on 10 June 2020.

It is expected that, subject to the Scheme becoming Effective, the listing of Moss Bros Shares on the Official List will be cancelled and Moss Bros Shares will cease to be admitted to trading on the main market for listed securities of the London Stock Exchange with effect from 8:00 a.m. (London time) on 11 June 2020.

 
  Enquiries 
  Moss Bros                                           via Buchanan 
   Colin Porter, Chairman 
   Brian Brick, CEO 
   Bill Adams, CFO 
  Peel Hunt (Lead Financial adviser and Rule 3 
   Adviser to Moss Bros) 
   George Sellar 
   Michael Nicholson                                  020 7418 8900 
  Rothschild & Co (Joint Financial Adviser to Moss 
   Bros) 
   John Byrne 
   Andrew Graham                                      020 7280 5000 
 
   Buchanan (Financial PR adviser to Moss Bros) 
   Charles Ryland 
   Vicky Hayns                                          020 7466 5000 
 

IMPORTANT NOTICES

Zeus Capital Limited (which is authorised and regulated in the United Kingdom by the FCA) is acting as financial adviser exclusively for Bidco 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 set out in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients or for providing advice in relation to any matter referred to herein.

Peel Hunt LLP (which is authorised and regulated in the United Kingdom by the FCA) is acting exclusively for Moss Bros and no one else in connection with the matters set out in this announcement, and will not be responsible to anyone other than Moss Bros for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co") (which is authorised and regulated by the FCA in the United Kingdom) is acting exclusively for Moss Bros and for no one else in connection with the Acquisition and any other matter set out in this announcement, and will not be responsible to anyone other than Moss Bros for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any matter or arrangement referred to herein.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This announcement contains statements about Bidco and Moss Bros that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements 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 Bidco or Moss Bros' operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco or Moss Bros' business.

Such forward looking statements involve 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 any reliance on such forward looking statements, which speak only as of the date hereof. Bidco and Moss Bros disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Moss Bros or Bidco. All subsequent oral or written forward looking statements attributable to Moss Bros or Bidco 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. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.

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. on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. 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 of the Code.

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 of the Code).

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 Takeover 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 Takeover 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.

PUBLICATION ON WEBSITE

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on Moss Bros's website at https://corp.moss.co.uk/ and on Bidco's website at www.brigadieruk.co.uk by no later than 12.00 noon on the Business Day following the date of publication of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of those websites are not incorporated into and do not form part of this announcement

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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June 08, 2020 08:44 ET (12:44 GMT)

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