FFI Holdings plc

07/15/2019 | Press release | Distributed by Public on 07/15/2019 07:25

Share Purchases and Voting Intentions

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

For immediate release

15July2019

RECOMMENDED MANDATORY CASH OFFER

by

LUMIERE ACQUISITIONS COMPANY LLC ('Lumiere'), a wholly-owned subsidiary of the 777 GROUP

for the entire issued and to be issued ordinary share capital of

FFI HOLDINGS PLC ('FFI')

not already agreed to be acquired by Lumiere

SHARE PURCHASES AND SHAREHOLDER MEETING VOTING INTENTIONS

Introduction

On 2 July 2019, Lumiere announced that the Independent Directors and Lumiere had reached agreement on the terms of a recommended mandatory cash offer to be made by Lumiere for the entire issued and to be issued ordinary share capital of FFI not already acquired or agreed to be acquired by Lumiere at a price of 25 pence per FFI Share (the 'Announcement').

Lumiere is pleased to confirm that the previously announced acquisition of 47,476,547 FFI Shares, representing 30.1 per cent. of the Total FFI Shares, at a price of 24.99 pence per FFI Share (the 'Acquisition'), has completed.

Subsequent to the release of the Announcement and the Acquisition, Lumiere has purchased 16,953,018 FFI Shares in the market at a price of no more than 25p per FFI Share, as at close of business on 12 July 2019. As a result of these purchases, Lumiere now holds 64,429,565 FFI Shares, representing 40.8 per cent. of the Total FFI Shares and voting rights of FFI, and the Lumiere Concert Party, in aggregate, holds 124,918,581 FFI Shares, representing 79.2 per cent. of the Total FFI Shares and voting rights of FFI.

As set out in the Announcement, FFI intends to send a circular to FFI Shareholders convening a general meeting to put forward resolutions to approve the Delisting, Re-registration and adoption of the New Articles. It should be noted that the Lumiere Concert Party now holds, in aggregate, a sufficient number of FFI Shares to meet the 75% approval threshold required to pass the resolutions in relation to the Delisting, Re-registration and adoption of the New Articles at the general meeting and that all members of the Lumiere Concert Party have undertaken to vote in favour of such resolutions at such general meeting. Accordingly, regardless of votes cast by other FFI Shareholders at the general meeting, on the basis the Lumiere Concert Party votes in favour of the resolutions to approve the Delisting, Re-registration and adoption of the New Articles, there is certainty that the resolutions will be passed and following the general meeting, admission to trading on AIM of FFI Shares will be cancelled regardless of the outcome of the Offer.

AIM Cancellation

As set out in the Announcement, following the Delisting, Re-registration and adoption of New Articles, FFI Shareholders who do not accept the Offer will not be able to trade their FFI Shares in the future on a public trading platform. The cancellation of the trading in FFI Shares on AIM would significantly reduce the liquidity and marketability of any FFI Shares not acquired by Lumiere.

As set out in the Announcement, the 777 Group has no intention to provide a facility to enable FFI Shares to be traded on any public share trading platform. Therefore, any transaction in FFI Shares undertaken after the Delisting will only be capable of being undertaken by private sale or under the Offer.

FFI Shareholders should consider the material risks of not accepting the Offer, as set out in paragraph 4 of the Announcement, including but not limited to the lack of liquidity referred to above and the likely disapplication of the Takeover Code, when deciding whether or not to accept the Offer.

Share Purchases

Lumiere may purchase or arrange to purchase FFI Shares otherwise than under the Offer, at the Offer Price of 25 pence per FFI Share. FFI Shareholders interested in selling their FFI Shares in cash should contact Cantor Fitzgerald Europe on +44 20 7894 7590 who have authority to make market purchases on behalf of Lumiere (subject to normal settlement).

Posting of the Offer Document

The full terms and conditions of the Offer and the procedures for acceptance will be set out in the Offer Document which will be published and posted by Lumiere to FFI shareholders as soon as reasonably practicable.

The Offer will remain open for acceptance for 21 days from the date of release of the Offer Document.

Terms and expressions in this announcement shall, unless otherwise defined in this announcement, have the same meanings as given to them in the Announcement.

Enquiries

Lumiere

Jorge Beruff

+1 212 397 6102

Sidney Li

+1 305 921 2801

Craven Street Capital Limited (financial adviser to Lumiere) +44 20 3890 8687



Norton Rose Fulbright LLP are retained as legal advisers to the 777 Group as to English law. Goodwin Procter (UK) LLP are retained as legal advisers to FFI as to English law.

Charles Lens

Donald Sinton

FFI Holdings plc

David Sasso (Head of Investor Relations and Public Relations)

+1 310 275 7323 ext. 292

finnCap Ltd (financial adviser to FFI) +44 20 7220 0500

Henrik Persson

Julian Blunt

Simon Hicks



Important notices relating to the financial advisers

Craven Street Capital Limited, which is an appointed representative of Resolution Compliance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Lumiere and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Lumiere for providing the protections afforded to clients of Craven Street Capital Limited or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to in this Announcement. Craven Street Capital Limited has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which it appears.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to FFI and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than FFI for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. finnCap Ltd has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name and the advice it has given to FFI in the form and context in which they appear.

Further information

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS OF THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). FFI SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY, ONCE THEY HAVE BEEN DISPATCHED, WHICH LUMIERE EXPECTS TO DO SHORTLY.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, the Lumiere Concert Party and other information published by Lumiere and FFI may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of Lumiere and/or FFI and certain plans and objectives of the Independent FFI Directors and the Lumiere Directors with respect thereto. These forward-looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as 'anticipate', 'target', 'expect', 'estimate', 'budget', 'scheduled', 'forecasts', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Independent FFI Directors and/or the Lumiere Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

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 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. 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 and the factors described in the context of such forward looking statements in this Announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although FFI and Lumiere believe that the expectations reflected in such forward looking statements are reasonable, neither Lumiere nor FFI, nor any of their respective associates or directors, officers or advisers, or any person acting on the behalf of Lumiere or FFI provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the FCA), none of Lumiere, FFI, any member of the 777 Group, nor any Lumiere Director or FFI Director, nor any of their respective advisers, associates, directors or officers is under any obligation, and such persons 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. No undue reliance should therefore be placed on these forward-looking statements which speak only as at the date of this Announcement.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (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 1 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 3.30pm (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.

Information relating to FFI Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by FFI Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from FFI may be provided to Lumiere during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, FFI confirms that, as at the date of this Announcement, it has 157,820,243 ordinary shares of 1p each in issue and admitted to trading on the Main Market of the London Stock Exchange under the ISIN reference GB00BF04DT64.

Purchases outside the Offer

Lumiere or its nominees or brokers (acting as agents) may purchase FFI Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Any such purchases will comply with the Takeover Code and the rules of the London Stock Exchange. Details about such purchases will be disclosed in accordance with Rule 8 of the Takeover Code.

No profit forecasts or quantified financial benefits statement

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement.

FFI Shareholders outside the United Kingdom

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such restrictions.

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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement, the Offer Document, the Form of Acceptance and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

The receipt of cash pursuant to the Offer by FFI Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each FFI Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.

This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover Code 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 and Wales.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

Publication of this Announcement and availability of hard copies

A copy of the Announcement and the display documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Takeover Code are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on FFI's website at http://www.filmfinances.com/ and on Lumiere's website at https://www.lumiereacquisition.com/until the end of the Offer Period.

Neither the content of Lumiere's nor FFI's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

In addition, in accordance with Rule 30 of the Takeover Code, a hard copy of the Announcement and any information incorporated by reference in the Announcement may be requested by contacting finnCap on +44 (0) 20 7220 0500 or by writing to them at finnCap Ltd, 60 New Broad Street, London, EC2M 1JJ, United Kingdom.

FFI Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Takeover Code.

Right to switch to a scheme of arrangement

Lumiere reserves the right to elect, with the consent of the Panel and FFI, to implement the Offer by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, as an alternative to the Offer. In such an event, the Offer would be implemented on the same terms or, if Lumiere so decides, on such other terms being no less favourable, so far as applicable, as those which would apply to the Offer, subject in each case to appropriate amendments to reflect the change in method of effecting the Offer.

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 arithmetic aggregation of the figures that precede them.

Inside information and Market Abuse Regulation ('MAR')

Certain FFI Shareholders were, with the consent of the Panel, formally brought inside in order to discuss the Concert Party Agreement. That inside information is set out in the Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information are no longer in possession of inside information relating to FFI and its securities.

Status of Announcement

This Announcement does not constitute a prospectus or prospectus equivalent document.