TIDMFUL
RNS Number : 9805X
Toridoll Holdings Corporation
02 May 2023
Disclosure under Rule 2.10(c) of the Takeover Code in respect of
the
RECOMMED CASH ACQUISITION
of
THE FULHAM SHORE PLC ("FULHAM SHORE")
by
GREAT SEA KITCHENS LIMITED ("BIDCO")
a newly-incorporated company established on behalf of TORIDOLL
Holdings Corporation
Update on Letter of Intent given by Unicorn Asset Management
Ltd
On 5(th) April 2023 the board of Bidco and the Independent
Fulham Shore Directors made an announcement pursuant to Rule 2.7 of
the Takeover Code (the "2.7 Announcement") that they had reached
agreement on the terms of a recommended cash acquisition by Bidco
of the entire issued and to be issued share capital of Fulham Shore
(the "Acquisition"), intended to be implemented by way of a court
sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").
As set out in Appendix 3 of the 2.7 Announcement, Bidco had
received a non-binding letter of intent to vote in favour (or
procure the voting in favour, as applicable) of the Scheme at the
Court Meeting and the Fulham Shore Resolutions to be proposed at
the General Meeting (or in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure the
acceptance of such Takeover Offer) from Unicorn Asset Management
Ltd ("Unicorn") in respect of an aggregate number of 22,227,372
shares, representing approximately 3.5 per cent. of Fulham Shore's
issued share capital and approximately 4.3 per cent. of the Fulham
Shore Shares eligible to vote at the Court Meeting as at the close
of business on 4 April 2023 (being the last practicable date prior
to the publication of the Rule 2.7 Announcement) (the "Unicorn
Letter of Intent").
On 28(th) April 2023, Unicorn announced that it had sold, in
aggregate, 22,227,372 Fulham Shore Shares (the "Sold Shares").
As a result, following completion of the sale of the Sold
Shares:
-- the total number of Fulham Shore Shares which are subject to
the Unicorn Letter of Intent has reduced to 0 Fulham Shore Shares,
representing 0 per cent. of the issued share capital of Fulham
Shore Shares as at the close of business on 28 April 2023 (being
the last practicable date prior to this announcement); and
-- the total number of Fulham Shore Shares which are subject to
irrevocable undertakings or letters of intent received by Bidco
from Fulham Shore Shareholders has reduced to 344,798,777 Fulham
Shore Shares representing, in aggregate, approximately 54.3 per
cent. of Fulham Shore's issued share capital (and a total number of
228,019,343 Fulham Shore Shares, representing, in aggregate,
approximately 44.0 per cent. of the Fulham Shore Shares eligible to
vote at the Court Meeting) as at the close of business on 28 April
2023 (being the last practicable date prior to this
announcement).
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the 2.7 Announcement.
Enquiries
Peel Hunt LLP (Financial Adviser to Tel: (0) 20 7418 8900
Bidco, TORIDOLL and Capdesia)
Michael Nicholson
George Sellar
Rebecca Bankhead
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any 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 of Fulham
Shore in any jurisdiction in contravention of applicable law. The
Acquisition will be made and implemented solely pursuant to the
terms of the Scheme Document (or if the Acquisition is implemented
by way of a Takeover Offer, the Offer Document), which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any vote in respect
of, or other response to, the Acquisition should be made only on
the basis of the information contained in the Scheme Document (or
if the Acquisition is implemented by way of a Takeover Offer, the
Offer Document).
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
The statements contained in this announcement are made as at the
date of this announcement, unless some other times is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this announcement since such date.
Disclaimer
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Bidco
and for no one else in connection with the matters referred to in
this announcement and will not be responsible to any person other
than Bidco for providing the protections afforded to clients of
Peel Hunt, nor for providing advice in relation to the matters
referred to herein. Neither Peel Hunt nor any of its affiliates
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 Peel
Hunt in connection with the matters referred to in this
announcement, or otherwise.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws and/or regulations of those jurisdictions and therefore
persons into whose possession this Announcement comes who are
subject to the laws and/or regulations of any jurisdiction other
than the United Kingdom should inform themselves about and observe
any such applicable restrictions in their jurisdiction. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Fulham Shore Shares with respect to
the Scheme at the Court Meeting, or to appoint another person as
proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdiction in which they are located.
Further details in relation to the Overseas Shareholders will be
contained in the Scheme Document. Any 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.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any such means from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents 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 a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction. If the Acquisition is
implemented by 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, email 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 facilities or
from or within any Restricted Jurisdiction.
The availability of the Acquisition to Fulham Shore Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Additional information for US investors
Fulham Shore Shareholders in the United States should note that
the Acquisition relates to the securities of a company incorporated
in England and Wales and is proposed to be effected by means of a
scheme of arrangement under the laws of England. This Announcement,
the Scheme Document and certain other documents relating to the
Acquisition have been or will be prepared in accordance with
English law, the Takeover Code and UK disclosure requirements,
format and style, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the disclosure requirements of and practices applicable
in the United Kingdom to schemes of arrangement, which differ from
the disclosure requirements of the United States tender offer and
proxy solicitation rules. If, in the future, Bidco exercises the
right to implement the Acquisition by way of a Takeover Offer and
determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United
States laws and regulations, including any applicable exemptions
under the US Exchange Act.
Fulham Shore's financial statements, and all financial
information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to
the Acquisition, have been or will be prepared in accordance with
IFRS and may not be comparable to financial statements of companies
in the United States or other companies whose financial statements
are prepared in accordance with US generally accepted accounting
principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Fulham Shore Shares
pursuant to the Scheme will likely be a taxable transaction for
United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax
laws. Each Fulham Shore Shareholder is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of US federal securities laws, since Bidco and
Fulham Shore are located in countries other than the US, and some
or all of their officers and directors may be residents of
countries other than the US. 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 accordance with normal practice in the UK and consistent with
Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Fulham
Shore outside the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. 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.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 Code, any person who is, or becomes,
interested in 1% 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 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 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 of this Announcement on website
A copy of this Announcement and the documents required to be
published pursuant to Rules 26.1 and 26.2 of the Takeover Code will
be available, free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Fulham
Shore's website at https://announcement.fulhamshore.com/ and on
TORIDOLL's website at https://www.toridoll.com/ir/announcement/ by
no later than 12:00 p.m. on the Business Day following this
announcement.
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END
STRABMFTMTAMBIJ
(END) Dow Jones Newswires
May 02, 2023 02:08 ET (06:08 GMT)
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