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FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, 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
RECOMMENDED ACQUISITION
of
French Connection Group PLC ("French Connection" or the "Company")
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
Summary
· Further to the strategic review and formal sale process undertaken by the Company subsequent to the announcement on 2 March 2021, and further to the announcement released by French Connection on 23 September 2021 regarding a possible offer for the Company, the boards of MIP and French Connection are pleased to announce that they have reached agreement on the terms and conditions of a recommended acquisition under which MIP will acquire the entire issued and to be issued ordinary share capital of French Connection not currently owned by Apinder Singh Ghura. It is currently intended that the Acquisition will be effected by means of a Court‑sanctioned scheme of arrangement under Part 26 of the Companies Act.
· Apinder Singh Ghura beneficially owns 24,518,465 French Connection Shares (comprising approximately 25.4 per cent. of the issued share capital of French Connection on 1 October 2021 (being the last Business Day prior to the date of this Announcement)). These French Connection Shares will be acquired by MIP pursuant to the Conditional Sale Agreement at a price of 30 pence per French Connection Share conditional upon the Acquisition becoming Effective.
· Under the terms of the Acquisition, each French Connection Scheme Shareholder will be entitled to receive:
for each Scheme Share: | 30 pence in cash |
· The Acquisition Price values the entire issued and to be issued ordinary share capital of French Connection at approximately £28.98 million, which represents a premium of approximately:
o 91.7 per cent. to the Closing Price of 15.7 pence per French Connection Share on 4 February 2021 (being the last Business Day prior to the commencement of the Offer Period); and
o 29.9 per cent. to the Closing Price of 23.1 pence per French Connection Share on 22 September 2021 (being the last Business Day prior to the date of the Possible Offer Announcement).
· If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by French Connection in respect of the French Connection Shares on or after the date of this Announcement and prior to the Scheme becoming Effective, MIP reserves the right to reduce the value of the consideration payable for each French Connection Share by up to the amount per French Connection Share of such dividend, distribution or return of value, in which case any reference in this Announcement to the consideration payable will be deemed to be a reference to the consideration as so reduced. Any exercise by MIP of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition. In such circumstances, French Connection Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable.
Recommendation
· The French Connection Directors, who have been so advised by WH Ireland as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing advice to the French Connection Directors, WH Ireland has taken into account the commercial assessments of the French Connection Directors. WH Ireland is providing independent financial advice to the French Connection Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the French Connection Directors intend to recommend unanimously that French Connection Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement) MIP exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer). Stephen Marks, being the only French Connection Director holding French Connection Shares, has irrevocably undertaken to vote in favour of the Scheme and the Resolution(s) (or to accept a Takeover Offer) in respect of his entire holding of French Connection Shares, being a total of 37,812,690 French Connection Shares (representing, in aggregate, approximately 39.1 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).
Irrevocable undertakings
· In total, including the irrevocable undertaking from Stephen Marks, MIP has received irrevocable undertakings, as described below, in respect of a total of 42,094,190 French Connection Shares (representing, in aggregate, approximately 43.6 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).
· MIP has received an irrevocable undertaking from Nicole Farhi to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement), MIP exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer) in respect of 2,000,000 French Connection Shares (representing, in aggregate, approximately 2.1 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).
· MIP has received an irrevocable undertaking from the trustees of the discretionary trusts established for the benefit of certain of Stephen Marks' children to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement), MIP exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer) in respect of 1,506,500 French Connection Shares (representing, in aggregate, approximately 1.6 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).
· MIP has received an irrevocable undertaking from Candice Marks to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement), MIP exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer) in respect of 775,000 French Connection Shares (representing, in aggregate, approximately 0.8 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).
· Further details of these irrevocable undertakings and the irrevocable undertaking from Stephen Marks (including the circumstances in which they cease to be binding) are set out in Appendix III to this Announcement.
Timetable and conditions
· It is intended that the Acquisition will be implemented by way of the Scheme (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement), MIP exercises its right to implement the Acquisition by way of a Takeover Offer). The purpose of the Scheme is to provide for MIP to become the owner of the entire issued and to be issued ordinary share capital of French Connection not already owned by Apinder Singh Ghura. Ordinary shares in the capital of French Connection owned by Apinder Singh Ghura are to be transferred to MIP pursuant to the Conditional Sale Agreement with effect on and from the completion of the Acquisition. The Scheme will be put to French Connection Scheme Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the French Connection Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The approval of the Resolution(s) by the requisite majority of the French Connection Shareholders at the General Meeting (to be held directly after the Court Meeting) is also required for the implementation of the Scheme together with the sanction of the Scheme by the Court. French Connection Shares owned by Apinder Singh Ghura will not be eligible to vote at the Court Meeting.
· The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting and which will be accompanied by the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of the date of this Announcement, unless MIP and French Connection otherwise agree, and the Panel consents, to a later date. The Scheme Document will specify the actions to be taken by French Connection Scheme Shareholders and will contain an expected timetable for the implementation of the Scheme.
· The Scheme is expected to become Effective before the end of Q4 2021, subject to the satisfaction or waiver of the Conditions set out in Appendix I to this Announcement.
Commenting on the Acquisition, Apinder Singh Ghura, Director of MIP said:
"We are pleased to have reached an agreement with the French Connection Directors on this recommended acquisition. We are looking forward to working with French Connection's management to execute and implement MIP's strategic plans to facilitate the future growth and profitability for the business."
Commenting on the Acquisition, Stephen Marks, Chairman of French Connection, said:
"Over the last 5 years, French Connection has made significant progress in its plans to rationalise the size of its store portfolio and to return the French Connection Group to profitability. It was always our intention to look at the most appropriate ownership structure for the business once it was back on track, and, having conducted a formal sale process, the French Connection Board has concluded that the offer being made by MIP is fair and reasonable.
The price we have negotiated is at a significant premium to the share price prior to the commencement of the Offer Period and demonstrates the potential offered by the French Connection brand. The French Connection Board is unanimous in recommending the Acquisition to shareholders.
When the transaction closes, I will retire from French Connection. This is an appropriate time for me to step back from the business that I founded in 1972, and I would like to take this opportunity to thank all our people for their contribution to our achievements over the years. I wish them all every success in the future."
This summary should be read in conjunction with and is subject to the full text of this Announcement and its appendices.
The Acquisition shall be subject to the Conditions and further terms that are set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations set out in this Announcement. Appendix III to this Announcement contains further details of the irrevocable undertakings referred to in this Announcement. Appendix IV to this Announcement contains definitions of certain terms used in this summary and in this Announcement. The appendices form part of this Announcement.
Enquiries: |
|
MIP |
|
Apinder Singh Ghura |
|
via Walbrook PR (public relations adviser to MIP) | Tel: +44 (0) 20 7933 8787 |
Paul McManus info@walbrookpr.com |
|
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:
Disclaimers
Singer Capital Markets is acting exclusively as financial adviser to 1903 Partners, LLC and Aurelius Finance Company Limited (lenders to MIP) and no-one else in connection with the Acquisition and will not be responsible to anyone other than 1903 Partners, LLC and Aurelius Finance Company Limited for providing the protections offered to clients of Singer Capital Markets or for providing advice in relation to the Acquisition, the contents of this Announcement or any matter referred to in this Announcement. Singer Capital Markets is authorised and regulated in the United Kingdom by the Financial Conduct Authority in respect of regulated activities. Singer Capital Markets can be contacted at its principal office: One Bartholomew Lane, London EC2N 2AX. Singer Capital Markets is also providing the cash confirmation statement for the purposes of the Takeover Code as set out in paragraph 11 of this Announcement.
WH Ireland, which is authorised and regulated in the UK by the FCA, is acting as financial adviser and broker exclusively for French Connection 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 in this Announcement and will not be responsible to anyone other than French Connection for providing the protections afforded to clients of WH Ireland, nor for providing advice in relation to any matter referred to herein.
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. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any decision 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 any document by which the Acquisition is made.
In accordance with normal UK practice, MIP or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase French Connection Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com
Overseas Shareholders
The availability of the Acquisition to Overseas Shareholders and the distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their French Connection Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their French Connection Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.
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 England and Wales 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 of England and Wales.
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 England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in certain significant respects from the International Financial Reporting Standards. None of the financial information in this Announcement or the Scheme documentation has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States). If MIP were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the US, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by MIP and no one else.
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 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 the United States, and some or all of their officers and directors may be residents of countries other than the United States. 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 the event that the Acquisition is implemented by way of Takeover Offer, in compliance with applicable UK laws, MIP, its dealer manager (and their advisors or affiliates), or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of French Connection other than pursuant to such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. 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.
Neither the Acquisition nor this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.
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.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for French Connection for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for French Connection.
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 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (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 3:30 p.m. (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 +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.
Right to switch to a Takeover Offer
MIP reserves the right, with the consent of the Panel and in accordance with the terms of the Cooperation Agreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of French Connection and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to a Takeover Offer.
Information Relating to French Connection Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by French Connection Shareholders, persons with information rights and other relevant persons for the receipt of communications from French Connection may be provided to MIP during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and availability of Hard Copies
A copy of this Announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on French Connection's website (http://www.frenchconnection.com), by no later than 12 noon on 5 October 2021.
Neither the content of this website nor the content of any other website accessible from hyperlinks on any such website is incorporated into, or forms part of, this Announcement.
French Connection Shareholders may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by contacting Link Group during business hours on 0371 664 0300 (local) and +44 (0) 371 664 0300 or by submitting a request in writing to Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Unless French Connection Shareholders make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to French Connection Shareholders. French Connection Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition be in hard copy form.
If French Connection Shareholders are in any doubt about the contents of this Announcement or what action they should take, they are recommended to seek their own personal financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.
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.
Time
All times shown in this Announcement are London times, unless otherwise stated.
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, 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
RECOMMENDED ACQUISITION
of
French Connection Group PLC ("French Connection" or the "Company")
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
1. Introduction
Further to the strategic review and formal sale process undertaken by the Company subsequent to the announcement on 2 March 2021, and further to the announcement released by French Connection on 23 September 2021 regarding a possible offer for the Company, the boards of MIP and French Connection are pleased to announce that they have reached agreement on the terms and conditions of a recommended acquisition under which MIP will acquire the entire issued and to be issued ordinary share capital of French Connection not currently owned by Apinder Singh Ghura. It is currently intended that the Acquisition will be effected by means of a Court‑sanctioned scheme of arrangement under Part 26 of the Companies Act.
Apinder Singh Ghura beneficially owns 24,518,465 French Connection Shares (comprising approximately 25.4 per cent. of the issued share capital of French Connection on 1 October 2021 (being the last Business Day prior to the date of this Announcement)). These French Connection Shares will be acquired by MIP pursuant to the Conditional Sale Agreement at a price of 30 pence per French Connection Share conditional upon the Acquisition becoming Effective.
2. The Acquisition
In accordance with the terms of the Acquisition, which will be subject to the Conditions and further terms set out below and in Appendix I to this Announcement, and to be set out in the Scheme Document, each French Connection Scheme Shareholder will be entitled to receive:
for each Scheme Share: | 30 pence in cash |
· The Acquisition Price values the entire issued and to be issued ordinary share capital of French Connection at approximately £28.98 million, which represents a premium of approximately:
o 91.7 per cent. to the Closing Price of 15.7 pence per French Connection Share on 4 February 2021 (being the last Business Day prior to the commencement of the Offer Period); and
o 29.9 per cent. to the Closing Price of 23.1 pence per French Connection Share on 22 September 2021 (being the last Business Day prior to the date of the Possible Offer Announcement).
If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by French Connection in respect of the French Connection Shares on or after the date of this Announcement and prior to the Scheme becoming Effective, MIP reserves the right to reduce the value of the consideration payable for each French Connection Share by up to the amount per French Connection Share of such dividend, distribution or return of value, in which case any reference in this Announcement to the consideration payable will be deemed to be a reference to the consideration as so reduced. Any exercise by MIP of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition. In such circumstances, French Connection Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable.
It is expected that:
· the Scheme Document will be published as soon as practicable and, in any event, on or before 2 November 2021 (unless otherwise agreed between French Connection and MIP with the consent of the Panel);
· the Court Meeting and the General Meeting will be held in Q4 2021; and
· subject to the satisfaction or waiver of the Conditions set out in Appendix I to this Announcement, the Scheme will become Effective before the end of Q4 2021.
An expected timetable of events relating to the Acquisition will be provided in the Scheme Document.
The Acquisition is conditional, amongst other things, on the Scheme becoming Effective no later than the Long-Stop Date.
3. Background to and reasons for the Acquisition
The directors and shareholders of MIP believe French Connection presents an opportunity to acquire a well-established fashion brand. They are optimistic about the commercial future of the French Connection brands, and intend to use the considerable experience of MIP's investors and connected parties in fashion, wholesaling and licensing to help guide French Connection's management to execute and implement MIP's strategic plans, to facilitate future growth and profitability for the business.
4. Background to and reasons for the recommendation
Founded in 1972, French Connection designs well made, stylish, affordable clothing. The Company has developed that vision over the years and management believes that the French Connection brand remains synonymous with fashion and style, reflecting the Company's ongoing focus on creating distinctive clothing through its focus on design. The brand's strength lies in balancing new ideas with quality and affordability and, in a world of "fast fashion", the Company remains proud of its commitment to the creative process.
In recent years, French Connection has been striving to rationalise the business, especially its store portfolio, in the face of a difficult macroeconomic environment and intense competitive headwinds. Whilst good progress was being made towards this goal, the Covid-19 pandemic created even greater challenges for both the Company's trading and balance sheet. That the management team negotiated these challenges is, in the views of the French Connection Board, a significant achievement. Changes have been implemented across all areas of the business to adapt to the ever evolving markets in which it operates, however, those challenges continue and in some respects have been accelerated by the pandemic, whilst the Company's balance sheet flexibility has been, and is likely to remain, constrained.
Whilst the French Connection Directors believe that the French Connection Group's present strategy is capable of delivering long-term growth and profitability, they believe the terms of the Acquisition provide French Connection Shareholders with an immediate, certain and attractive cash value. The French Connection Directors believe the Acquisition appropriately recognises the medium term prospects and growth potential of French Connection as a standalone business, taking into account the dynamics of the markets in which French Connection operates, and the competitive landscape.
5. Recommendation
French Connection's Directors, who have been so advised by WH Ireland as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the French Connection Directors, WH Ireland has taken into account the commercial assessments of the French Connection Directors. WH Ireland is providing independent financial advice to the French Connection Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the French Connection Directors intend to recommend unanimously that French Connection Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement) MIP exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer). Stephen Marks, being the only French Connection Director holding French Connection Shares, has irrevocably undertaken to vote in favour of the Scheme and the Resolution(s) (or to accept a Takeover Offer to implement the Acquisition) in respect of his entire holding of French Connection Shares, being a total of 37,812,690 French Connection Shares, (representing, in aggregate, approximately 39.1 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).
6. Information on MIP
MIP, incorporated on 28 October 2020 in England and Wales, was formed for the purposes of implementing the Acquisition. MIP is a company owned and controlled by Apinder Singh Ghura, Amarjit Singh Grewal and KJR Brothers Limited (a company ultimately controlled by Rafiq Daud Patel and Gafoor Daud Patel and their immediate families, business partners of Apinder Singh Ghura and Amarjit Singh Grewal, the directors of MIP).
As at the Effective Date, it is intended that MIP will be owned in the following proportions: (a) Apinder Singh Ghura will own 38.9 per cent. of MIP (b) Amarjit Singh Grewal will own 38.9 per cent. of MIP and (c) KJR Brothers Limited will own 22.2 per cent. of MIP. Further, as part of the terms on which they are providing a secured debt facility pursuant to the terms of the Facility Agreement Gordon Brothers International LLC and Aurelius Finance Company Limited have respectively subscribed for 101,430 and 43,470 non-voting preference shares of £0.1 each in MIP.
MIP has not traded since incorporation, nor has it entered into any obligations other than the Conditional Sale Agreement, the Facility Agreement and the KJR Loan Agreement and other than in connection with implementation of the Acquisition. Further details on MIP will be contained in the Scheme Document.
As MIP was incorporated on 28 October 2020, no financial information is available or has been published in respect of MIP and, there are no current ratings or outlooks publicly accorded to MIP by ratings agencies.
MIP Shareholders' Agreement
On 4 October 2021 MIP, Amarjit Singh Grewal, Apinder Singh Ghura, KJR Brothers Limited, Gordon Brothers International LLC and Aurelius Finance Company Limited entered into a subscription and shareholders' agreement in relation to MIP (the "MIP Shareholders' Agreement").
Pursuant to the MIP Shareholders' Agreement, which contains customary warranties, each of Amarjit Singh Grewal and Apinder Singh Ghura subscribed for a further 499,500 ordinary shares of £0.1 each and KJR Brothers Limited subscribed for 285,714 ordinary shares of £0.1 each in MIP. Additionally, Gordon Brothers International LLC subscribed for 101,430 non-voting preference shares of £0.1 each and Aurelius Finance Company Limited subscribed for 43,470 non-voting preference shares of £0.1 each in MIP.
The MIP Shareholders' Agreement governs the terms of each party's shareholding in MIP and the right and obligations of each MIP shareholder in respect of the governance of MIP. Certain customary decision can only be taken with the approval of ordinary shareholders holding at least 70 per cent of the voting rights.
The MIP preference shares entitle a holder to appoint a board observer (and in certain limited circumstances to appoint a director for a temporary period) and to receive the same information as ordinary shareholders in MIP. Decisions of MIP's board or shareholders in respect of a further set of reserved matters can only be taken with the approval of the holder of the preference shares. Such decisions relate to the issue and redemption of equity and debt and the direction and conduct of MIP's business.
In accordance with the terms of the MIP Shareholders' Agreement, and without MIP preference shareholder approval, MIP may only declare and pay dividends in favour of the ordinary shareholders in respect of financial years commencing after 31 December 2022 provided that certain EBITDA, cash and debt repayment criteria are met. Where dividends exceed 35 per cent. of the EBITDA in any such qualifying financial years, the holders of MIP preference shares shall be entitled to receive a dividend equal to 11.12 per cent. of the amount by which the total dividend exceeds 35 per cent. of that EBITDA.
On an exit, being an IPO or sale of the Company, or a sale of all or substantially all of the business and assets of MIP, the MIP preference shares shall convert into 10 per cent. of the fully diluted ordinary share capital of MIP. If an exit has not been achieved by the seventh anniversary of the date of the MIP Shareholders' Agreement the holders of the MIP preference shares may require the commencement of a process to market the Company for sale (and with ordinary shareholders in MIP having the right to prevent that process by purchasing the MIP preference shares on an agreed valuation formula).
Apinder Singh Ghura
Apinder Singh Ghura is a chartered accountant and a founding director of Chan Commercial Limited. Apinder Singh Ghura has been a supplier to the apparel and fashion industry for 33 years, and has more recently invested in the sector, including the apparel brand, Bench, by way of his shareholding in Wraith Holdings International Limited.
Apinder Singh Ghura is also a director of Chan Property Group Limited, Northumberland County Developments Ltd and Newport Lane Estates Limited, through which he has been involved in the development of properties, including hotels and care homes, in the North of England. Apinder Singh Ghura is a director of Willow View Care Limited, a residential care centre based in Stockton-On-Tees.
Between 2 February and 5 February 2021, Apinder Singh Ghura purchased 24,518,465 French Connection Shares (comprising approximately 25.4 per cent of the issued share capital of French Connection on 1 October 2021 (being the last Business Day prior to the date of this Announcement)). These French Connection Shares will be acquired by MIP pursuant to the Conditional Sale Agreement upon the Acquisition becoming Effective.
Amarjit Singh Grewal
Amarjit Singh Grewal is a founding member and director of apparel company, Boi Trading Company Limited. Boi Trading Company Limited, based in Manchester, owns a collection of men's and ladies apparel brands including Crosshatch, Juice Clothing, Lily Lane, Duck and Cover, Gabicci and Ripstop.
Amarjit Singh Grewal is a director of apparel brands Ringspun Apparel Limited, Indigo Raw Clothing Ltd, Original Brands Limited, Money Industries Ltd, Apparel Brands Limited, NJK Clothing Ltd and Bench (through his directorship of Wraith Holdings International Limited), as well as Unimetal Ltd, a wholesaler of strut support channel and associated products, fasteners and fixings.
KJR Brothers Limited
KJR Brothers Limited was incorporated on 13 July 2021 in England and Wales. The ultimate shareholders are brothers Rafiq Daud Patel, Gafoor Daud Patel and their immediate family members, via their holdings in ZDK & Co Limited, ALGK & Co Limited and MRK & Co Limited.
Rafiq Daud Patel has experience in the apparel and fashion industry as a director of wholesale clothing company, NJK Clothing Limited. In October 2019, Amarjit Singh Grewal was appointed as a director of NJK Clothing Limited, a major supplier to retailers such as NEXT, Matalan and Asda.
7. Information on French Connection
French Connection Group designs and produces branded fashion clothing for men and women which is distributed to more than 50 countries globally via retail, wholesale and e-commerce channels. The Company also licenses and franchises the brand to third party retailers allowing them to sell French Connection branded products and operate French Connection branded retail stores in Europe, the Middle East, Asia and Australia.
Its eponymous brand, French Connection, was founded in 1972 and is an internationally recognised British brand. The French Connection brand accounts for 92 per cent. of the French Connection Group's revenues and operates in the fashion-orientated market place offering a fashion-forward range of quality products at affordable prices.
In addition to French Connection, the French Connection Group portfolio includes two other brands - Great Plains and You Must Create (YMC) - each of which targets a different market segment and has achieved high levels of consumer recognition in the relevant segment.
8. French Connection current trading and outlook
Following French Connection's last update in the preliminary results announcement on 28 April 2021, trading has continued to improve in line with management's expectations. Wholesale in both the UK and the US has performed well, with a good outcome in the Summer season coupled with encouraging order books for the Winter collections.
The Company achieved a stronger trading performance following the reopening of stores in Q2 2021 compared to the post-lockdown periods of 2020 and has additionally seen the benefit of the closure of several non-contributing stores over the last 18 months. In addition, the Company took a significantly less promotional stance through the Summer season in stores and through e-commerce, with increased full price sales. Consequently, margins improved, however sales growth has remained restricted to some extent.
Licence income has generally returned to growth following the Covid-19 period, with a particularly strong performance from DFS.
The net debt/cash position is slightly ahead of management's expectations following a period of tight cash control, and this continues to be supported by credit facilities of £20 million which are available to fund the Company's larger working capital requirements during the second half of the year.
There still, however, remains a risk of disruption to trading due to any future Covid-19 restrictions, particularly through the Winter months, together with other macro-economic factors including the current constraints in the global supply chain and the impact on the availability of merchandise at the correct time.
Further details in respect of the Company's trading performance will be provided in the upcoming interim results announcement due to be published in mid-October 2021.
9. Management, employees and locations of business
MIP's primary motivation behind the Acquisition is to implement a strategy, together with French Connection's management, which recognises the importance of French Connection's established network of suppliers and wholesale customers and develops French Connection's brands to facilitate future growth and profitability for the business.
Following completion of the Acquisition, MIP intends to carry out a detailed review of the overheads of the French Connection Group to ensure the business is operating efficiently.
MIP intends to analyse the existing product range and product pricing structure, with a view to improving its commercial edge, whilst remaining relevant to French Connection's loyal retail customer base.
Intentions with Respect to French Connection Directors
Upon completion of the Acquisition, MIP intends that Neil Williams, Chief Operating Officer and Lee Williams, Chief Financial Officer will continue their employment with French Connection. The current Chief Executive and Chairman of the group, Stephen Marks, will retire from the French Connection Board. The non-executive directors of the Company will each be expected to resign from his or her office as a director of the Company upon completion of the Acquisition. There are no share incentive arrangements in respect of the French Connection directors.
Intentions with Respect to French Connection Retail Store Locations
Following completion of the Acquisition and as soon as is reasonably practicable, MIP intends to carry out a strategic review of French Connection's retail division which MIP anticipates will conclude within the first six months. In January 2018, French Connection operated 53 stores globally and currently operates 24 stores, representing a material reduction in MIP's retail estate, which has in turn, significantly reduced the fixed costs associated with this area of the business. MIP fully supports this strategy and intends to continue this process instigated by French Connection and will continue to opportunistically close stores broadly in-line with recent rates of shrinkage, for example, upon store-lease expiration or those which are negatively contributing to Group profits. Any decision to close individual stores will be made following the strategic review. MIP's objective is to maintain a balance between retaining a visible high street presence for French Connection's brands, and the need to stem the current rate of losses of underperforming retail units to ensure that they do not continue to impact negatively on the overall performance of the French Connection Group.
Beyond continuing rationalisation of the retail store portfolio, there are no plans to change or redeploy the fixed assets of French Connection.
By contrast, e-commerce represents a significant growth opportunity for French Connection. MIP expects this to be a key part of French Connection's business in the future and intends to seek new alliances and strategic partnerships during the twelve months following Completion in order to grow this area of the business in the medium term.
Intentions with Respect to French Connection Employees
MIP intends that, following completion of the Acquisition, the contractual and statutory employment rights of all French Connection management and employees, including rights to pensions, will be fully safeguarded in accordance with applicable law. French Connection operates a group defined contribution scheme and contributes towards a number of personal pension plans. The Company's intention is to maintain current employer contributions to existing pension arrangements for existing employees and to continue to enrol new employees in the group defined contribution scheme in accordance with applicable workplace pensions legislation.
Following completion of the Acquisition, MIP intends to review both the conditions of employment and the balance of skills required and functions of French Connection employees, along with the management incentive structure of French Connection, in each case to reflect the change in French Connection's corporate status from a public company to a private company.
No conversations have yet taken place in relation to any proposed management incentive structure, whether by reference to common practice in this area or in relation to the likely quantum of any awards, no such conversations will take place and no commitments will be entered into, in each case prior to completion of the Acquisition. Thereafter MIP intends, subject to agreement with the relevant individuals, to introduce individually tailored incentive arrangements for key members of the French Connection management team.
French Connection has reduced the overall size of its workforce in recent years, in part due to store closures, from an average of 824 during the financial year 2020/21 to 591 as at 31 August 2021. Staff are employed within the following broad functional areas: Administration (78 employees); Design, Development and Production Management (100 employees) and Selling, Distribution and Retail (413 employees). Whilst acknowledging the Group structure is more complex as a result of French Connection's overseas operations and supply chain, following completion of the Acquisition MIP believes there is as an opportunity to continue to rebalance headcount between customer facing employees and support functions, in part to reflect recent shrinkage in the retail estate. As stated above, MIP will continue to opportunistically close stores in line with recent rates of attrition, and would expect there to be a corresponding reduction in headcount. At present, MIP does not anticipate reductions in headcount for non-customer facing roles to be material in the context of total headcount for the Wider French Connection Group.
In addition, French Connection employs a small number of personnel whose functions are directly associated with the running of French Connection as a public company who MIP will seek to redeploy, where possible, in order to minimise the headcount reduction that would otherwise arise. MIP will carry out a review of the relevant functions following completion of the Acquisition and the precise number of employees actually affected will depend on the outcome of this review. Any affected employees will be treated in a fair and transparent manner and in accordance with their employment rights and applicable law.
Intentions with respect to French Connection Headquarters and Distribution Centre
Following completion of the Acquisition, MIP has no intention, at least within the next 12 months, to relocate French Connection's headquarters and headquarter functions from the existing office in London.
Furthermore, the negotiation of an extension to the lease relating to the French Connection distribution centre in Purfleet is currently being finalised (the lease having expired almost 12 months ago). As a result, MIP does not intend to relocate French Connection's distribution centre during the next 12 months.
Trading facility
French Connection Shares are currently listed on the Official List and admitted to trading on the Main Market of the London Stock Exchange. As set out in paragraph 16, it is MIP's intention to seek the cancellation of the listing of French Connection Shares on the Official List of the FCA and cancellation of trading of French Connection Shares on the Main Market of the London Stock Exchange from or shortly after completion of the Acquisition.
Other Items
Owing to the nature of the business, other than normal product development French Connection has no research and development function. MIP has no plans to change this.
Views of the French Connection Board
In evaluating the Acquisition, the French Connection Board has taken account of the impact of the Acquisition on wider stakeholders and has given due consideration to MIP's intention for French Connection's management, employees and places of business. Whilst the French Connection Board recognise that MIP may no longer require a limited number of central PLC-related functions and that MIP intends to continue the process of rationalising the retail store portfolio, both of which could result in some headcount reductions, the French Connection Directors are pleased to note that MIP does not anticipate making any material changes to the locations or functions of the business. The French Connection Directors are also pleased to note MIP's confirmation that, following the completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all French Connection employees will be fully safeguarded in accordance with applicable law.
None of the statements in this paragraph 9 are "post-offer undertakings" for the purpose of Rule 19.5 of the Takeover Code.
10. Irrevocable undertakings
In addition to the irrevocable undertaking received from Stephen Marks referred to in paragraph 5 above, MIP has received irrevocable undertakings from Nicole Farhi, Candice Marks and from the trustees of the discretionary trusts established for the benefit of certain of Stephen Marks' children to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting, in respect of a total of 4,281,500 French Connection Shares, representing approximately 4.4 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement).
Accordingly, MIP has received in total irrevocable undertakings in respect of 42,094,190 French Connection Shares in aggregate, representing approximately 43.6 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement).
Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.
11. Financing
The cash consideration payable by MIP under the terms of the Acquisition will be funded through:
i. a secured term debt facility of up to £25.0 million from Aurelius Finance Company Limited and 1903 Partners, LLC an affiliate of Gordon Brothers International, LLC pursuant to the terms of the Facility Agreement; and
ii. an unsecured loan of £5.17 million to MIP by KJR Brothers Limited pursuant to the terms of the KJR Loan Agreement.
The balance of funds from the Facility Agreement and KJR Loan Agreement will be used by MIP to implement its strategy and to repay existing debt of French Connection.
Singer Capital Markets is satisfied that sufficient resources are available to MIP to satisfy in full the cash consideration payable to French Connection Shareholders under the terms of the Acquisition.
12. Conditional Sale Agreement
On 4 October 2021 MIP and Apinder Singh Ghura entered into the Conditional Sale Agreement, under which MIP has agreed to acquire the French Connection Shares owned by Apinder Singh Ghura (being a total of 24,518,465 French Connection Shares, representing approximately 25.4 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)) for 30 pence in cash per French Connection Share, with £5.05 million of the consideration being left outstanding on the terms of the ASG Loan Agreement and £2.2 million of the consideration being left outstanding on the terms of the Amarjit Loan Agreement respectively. Completion of the Conditional Sale Agreement is conditional only on the Acquisition becoming Effective.
13. Offer-related arrangements
Confidentiality Agreement
On 25 February 2021, Apinder Singh Ghura and French Connection entered into a confidentiality agreement (the "Confidentiality Agreement") in relation to the Acquisition, pursuant to which, amongst other things, Apinder Singh Ghura has undertaken to keep confidential information relating to French Connection and to the Acquisition and not to disclose it to third parties (with certain exceptions). The provisions of the Confidentiality Agreement also extend to cover MIP and its investors. These confidentiality obligations will remain in force for 18 months following the date of the Confidentiality Agreement. The Confidentiality Agreement contains standstill provisions which restrict Apinder Singh Ghura from acquiring or seeking to acquire interests in certain securities of French Connection without the consent of French Connection; with those restrictions ceasing to apply if a third party announces a firm intention to make an offer for French Connection. The Confidentiality Agreement contains provisions pursuant to which Apinder Singh Ghura has agreed not to solicit certain employees of French Connection's group, subject to customary carve-outs, for a period of 12 months from the date of the Confidentiality Agreement.
Cooperation Agreement
On 4 October 2021 MIP and French Connection entered into the Cooperation Agreement, under which MIP and French Connection have agreed, to the extent any Authorisations are required in connection with the Acquisition, to cooperate and provide each other with reasonable assistance, information and access in relation to obtaining such Authorisations.
The Cooperation Agreement records the intention of MIP and French Connection to implement the Acquisition pursuant to the Scheme. However MIP may, with the consent of the Panel, elect to implement the Acquisition by way of a Takeover Offer in certain circumstances, including if:
· French Connection provides its prior written consent; or
· a third party announces a firm intention to make an offer for all or part of the issued and to be issued share capital of French Connection; or
· the French Connection Board (i) does not include a recommendation in the Scheme Document; or (ii) withdraws, qualifies or modifies its unanimous and unconditional recommendation in relation to the Acquisition.
The Cooperation Agreement will terminate (among other circumstances):
· if agreed between MIP and French Connection prior to the Effective Date;
· upon written notice by MIP to French Connection if (i) prior to the Long-Stop Date any Condition which has not been waived is not satisfied or has become incapable of satisfaction; or (ii) the French Connection Board withdraws, adversely qualifies or adversely modifies the French Connection Board's unanimous and unconditional recommendation of the Acquisition; or (iii) the Scheme Document fails to contain a unanimous and unconditional recommendation of the Acquisition from the French Connection Board; or (iv) a third party announces a firm intention to make an offer or revised offer for French Connection which is recommended by the French Connection Board or which completes, becomes effective or becomes unconditional in all respects; or
· upon written notice by either party if (i) the Scheme is not approved by the French Connection Shareholders at the Court Meeting or the General Meeting or the Court refuses to sanction the Scheme; or (ii) the Scheme has not been implemented by the Long-Stop Date (unless MIP has exercised its right to switch to a Takeover Offer or announces that it intends to implement the Acquisition by a different offer or scheme on substantially the same or improved terms); or (iii) the Scheme Document and notice of the Court Meeting and the General Meeting are not published within 28 days of the date of the Press Announcement; or (iv) the Court Meeting and/or the General Meeting are/is not held on or before the later of the 22nd day after the expected date of such meeting or such a later date as may be agreed between the parties; or (v) the Effective Date has not occurred by the Long-Stop Date.
14. Structure of the Acquisition
The Scheme
It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between French Connection and the French Connection Scheme Shareholders under Part 26 of the Companies Act, although MIP reserves the right to elect to implement the offer by means of a Takeover Offer with the consent of the Panel and in accordance with the terms of the Cooperation Agreement.
The purpose of the Scheme is for MIP to become the holder of the entire issued and to be issued ordinary share capital of French Connection not currently owned by Apinder Singh Ghura. Following the Scheme becoming Effective, the Scheme Shares will be transferred to MIP, in consideration for which French Connection Scheme Shareholders whose names appear on the register of members of French Connection at the Scheme Record Time will receive 30 pence in cash.
The French Connection Shares held by Apinder Singh Ghura will be acquired by MIP pursuant to the terms of the Conditional Sale Agreement with effect from the Acquisition becoming Effective.
Conditions
Implementation of the Scheme will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, on or before the Long-Stop Date or such later date (if any) as MIP and French Connection may agree and the Panel and the Court may allow. In summary, the Acquisition will be conditional, amongst other things, upon:
· the approval of the Scheme by a majority in number of the French Connection Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such French Connection Scheme Shareholders and such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as MIP and French Connection may agree);
· the resolution(s) required to approve and implement the Scheme, as set out in the notice of the General Meeting (including, without limitation, the Resolution(s), being duly passed by the requisite majorities of French Connection Shareholders at the General Meeting (or at any adjournment thereof) and such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) as MIP and French Connection may agree); and
· the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to MIP and French Connection) and the delivery of a copy of the Court Order to the Registrar of Companies and the Court Hearing being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as MIP and French Connection may agree); and
· the other conditions not otherwise identified above (but set out in the Scheme Document) either being satisfied or, with the exception of certain conditions which are not capable of waiver, waived.
The deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing to sanction the Scheme as set out above may be waived by MIP, and the Long-Stop Date may be extended by agreement between French Connection and MIP.
Once the necessary approvals from French Connection Shareholders and the Court have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme shall then become effective upon delivery of the Court Order to the Registrar of Companies.
As a result of his interest in the Offer, Apinder Singh Ghura will not be entitled to vote at the Court Meeting in respect of the Scheme and his relevant holding of French Connection Shares (comprising approximately 25.4 per cent. of the issued share capital of French Connection as at 1 October 2021) will not count towards the majorities required to approve the Scheme. Apinder Singh Ghura is however entitled to vote at the General Meeting.
In order that the Court can be satisfied that the votes cast constitute a fair representation of the views of French Connection Shareholders, it is important that as many votes as possible are cast in person or by proxy at the Court Meeting.
It is expected that the Scheme Document will be dispatched to French Connection Shareholders within 28 days of this Announcement (unless otherwise agreed between French Connection and MIP with the consent of the Panel). Subject to the satisfaction or waiver of the Conditions set out in Appendix I to this Announcement, it is expected that the Scheme will become effective before the end of Q4 2021.
If the Scheme is not effective by the Long-Stop Date (or such later date (if any) as French Connection and MIP may, with the consent of the Panel, agree and (if required) the Court may allow), the Scheme will not be implemented and the Acquisition will not proceed.
Upon the Scheme becoming Effective: (i) it shall be binding on all French Connection Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of French Connection Shares will cease to be valid and entitlements to French Connection Shares held within the CREST system will be cancelled. The consideration for the transfer of Scheme Shares to MIP will be despatched to French Connection Scheme Shareholders no later than 14 days after the Effective Date.
The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme will be governed by English law and will be subject to the jurisdiction of the Courts of England and Wales. The Scheme will also be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA.
Right to switch to a Takeover Offer
MIP reserves the right, with the consent of the Panel and in accordance with the terms of the Cooperation Agreement, a summary of which is set out in paragraph 13 above, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of French Connection and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to a Takeover Offer. In such event, the Acquisition will be implemented on the same terms as those which would apply to the Scheme, subject to appropriate amendments, so far as applicable, as those which would apply to the Scheme, including (without limitation) an acceptance condition set at 75 per cent. (or such percentage as is determined in accordance with the Cooperation Agreement).
If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, MIP intends to: (i) make a request to the UK Listing Authority to cancel the listing of the French Connection Shares from the Official List; (ii) make a request to the London Stock Exchange to cancel trading in French Connection Shares on the Main Market; and (iii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining French Connection Shares in respect of which the Takeover Offer has not been accepted.
15. Disclosure of interests in French Connection
Apinder Singh Ghura a director and shareholder of MIP made a public Opening Position Disclosure in respect of the interests in the relevant securities of French Connection held by him on 5 February 2021 (the "ASG Opening Position Disclosure").
As set out in the ASG Opening Position Disclosure, 24,470,119 French Connection Shares were held by Apinder Singh Ghura as at the opening of trading on 5 February 2021. On 5 February 2021, Apinder Singh Ghura acquired (over a series of transactions) a further 306,846 French Connection Shares, and disposed of 258,500, bringing his total shareholding to 24,518,465 French Connection Shares (representing approximately 25.4 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).
It is intended that the French Connection Shares held by Apinder Singh Ghura will be acquired by MIP pursuant to the terms of the Conditional Sale Agreement with effect from the Acquisition becoming Effective.
Other than as disclosed above and except for the irrevocable undertakings referred to in paragraph 10 above, as at the close of business on 1 October 2021 (being the last Business Day prior to the date of this Announcement), none of MIP or any MIP Directors or, so far as MIP is aware, any person acting, or deemed to be acting, in concert with MIP for the purposes of the Acquisition:
· had an interest in, or right to subscribe for, relevant securities of French Connection;
· had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of French Connection;
· had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of French Connection; or
· had borrowed or lent any French Connection Shares.
Furthermore, save for the irrevocable undertakings described in paragraph 10 above, no arrangement exists between MIP or French Connection or a person acting in concert with MIP or French Connection in relation to French Connection Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to French Connection Shares which may be an inducement to deal or refrain from dealing in such securities.
16. Delisting and re-registration
The last day of dealings in French Connection Shares is expected to be the Business Day prior to the Effective Date. Prior to the Scheme becoming Effective, it is intended that an application will be made to the UK Listing Authority and the London Stock Exchange for the cancellation of the listing of the French Connection Shares on the Official List and the trading of the French Connection Shares on the premium segment of the Main Market of the London Stock Exchange, such cancellation to be conditional on the Scheme becoming Effective, and to take effect on and from or shortly after the Effective Date.
On the Effective Date, share certificates in respect of French Connection Shares will cease to be valid and entitlements to French Connection Shares held within the CREST system will be cancelled or transferred. It is also proposed that, as soon as reasonably practicable following the Effective Date, French Connection will be re-registered as a private limited company. A resolution to approve the re-registration will be proposed at the General Meeting.
17. Overseas Shareholders
The ability of Overseas Shareholders to participate in the Acquisition and the distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document, the Forms of Proxy or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their French Connection Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their French Connection Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
18. Documents published on website
Copies of the following documents will be made available on French Connection's website at http://www.frenchconnection.com by no later than 12 noon on 5 October 2021 (being the Business Day following the date of this Announcement) until the end of the Offer Period:
· this Announcement;
· the irrevocable undertakings referred to in paragraph 10 above;
· the Confidentiality Agreement;
· the Cooperation Agreement;
· the Conditional Sale Agreement;
· the MIP Shareholders' Agreement;
· the Facility Agreement;
· the ASG Loan Agreement;
· the Amarjit Loan Agreement; and
· the KJR Loan Agreement.
Neither the contents of French Connection's website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into or forms part of, this Announcement.
19. General
Singer Capital Markets and WH Ireland have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.
Shoosmiths LLP are acting as legal adviser to MIP.
WH Ireland is acting as financial adviser and corporate broker to French Connection. Clifford Chance LLP is acting as legal adviser to French Connection.
The terms and conditions contained in this Announcement are set out in Appendix I to this Announcement. The sources of certain financial information and bases of calculation contained in this Announcement are set out in Appendix II to this Announcement. Certain terms and expressions used in this Announcement are defined in Appendix IV to this Announcement.
Enquiries: |
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MIP |
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Apinder Singh Ghura |
|
via Walbrook PR (public relations adviser to MIP) | Tel: +44 (0) 20 7933 8787 |
Paul McManus info@walbrookpr.com |
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French Connection Group PLC | Tel: +44 (0) 20 7036 7063 |
Neil Williams, Chief Operating Officer Lee Williams, Chief Financial Officer |
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WH Ireland (Financial Adviser and Corporate Broker to French Connection) | Tel: +44 (0) 20 7220 1666 |
Adrian Hadden |
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Ben Good |
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Paternoster Communications (public relations adviser to French Connection) |
|
Tom Buchanan | Tel: +44 (0) 20 3012 0241 |
IMPORTANT NOTICES:
Disclaimers
Singer Capital Markets is acting exclusively as financial adviser for to 1903 Partners, LLC and Aurelius Finance Company Limited (lenders to MIP) and no-one else in connection with the Acquisition and will not be responsible to anyone other than 1903 Partners, LLC and Aurelius Finance Company Limited for providing the protections offered to clients of Singer Capital Markets or for providing advice in relation to the Acquisition, the contents of this Announcement or any matter referred to in this Announcement. Singer Capital Markets is authorised and regulated in the United Kingdom by the Financial Conduct Authority in respect of regulated activities. Singer Capital Markets can be contacted at its principal office: One Bartholomew Lane, London EC2N 2AX. Singer Capital Markets is also providing the cash confirmation statement for the purposes of the Takeover Code as set out in paragraph 11 of this Announcement.
WH Ireland, which is authorised and regulated in the UK by the FCA, is acting as financial adviser and broker exclusively for French Connection 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 in this Announcement and will not be responsible to anyone other than French Connection for providing the protections afforded to clients of WH Ireland, nor for providing advice in relation to any matter referred to herein.
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. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any decision 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 any document by which the Acquisition is made.
In accordance with normal UK practice, MIP or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase French Connection Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Overseas Shareholders
The availability of the Acquisition to Overseas Shareholders and the distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their French Connection Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their French Connection Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.
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 England and Wales 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 of England and Wales.
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 England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in certain significant respects from the International Financial Reporting Standards. None of the financial information in this Announcement or the Scheme documentation has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States). If MIP were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the US, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by MIP and no one else.
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 the United States, and some or all of their officers and directors may be residents of countries other than the United States. 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 the event that the Acquisition is implemented by way of Takeover Offer, in compliance with applicable UK laws, MIP, its dealer manager (and their advisors or affiliates), or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of French Connection other than pursuant to such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. 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.
Neither the Acquisition nor this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.
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.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for French Connection for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for French Connection.
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 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (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 3:30 p.m. (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 +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.
Right to switch to a Takeover Offer
MIP reserves the right, with the consent of the Panel and in accordance with the terms of the Cooperation Agreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of French Connection and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to a Takeover Offer.
Information Relating to French Connection Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by French Connection Shareholders, persons with information rights and other relevant persons for the receipt of communications from French Connection may be provided to MIP during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and availability of Hard Copies
A copy of this Announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on French Connection's website (http://www.frenchconnection.com), by no later than 12 noon on 5 October 2021.
Neither the content of this website nor the content of any other website accessible from hyperlinks on any such website is incorporated into, or forms part of, this Announcement.
French Connection Shareholders may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by contacting Link Group during business hours on 0371 664 0300 (local) and +44 (0) 371 664 0300 or by submitting a request in writing to Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Unless French Connection Shareholders make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to French Connection Shareholders. French Connection Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition be in hard copy form.
If French Connection Shareholders are in any doubt about the contents of this Announcement or what action they should take, they are recommended to seek their own personal financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.
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.
Time
All times shown in this Announcement are London times, unless otherwise stated.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION AND THE SCHEME
Part A: Conditions of the Acquisition and the Scheme
1. The Acquisition will be conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, on or before the Long-Stop Date.
2. The Scheme will be subject to the following conditions:
2.1 the approval of the Scheme by a majority in number of the French Connection Scheme Shareholders at the Voting Record Time present and voting (and entitled to vote), in person or by proxy, at the Court Meeting and at any separate class meeting which the Court may require (or, in either case, any adjournment thereof) representing not less than 75 per cent. in value of the Scheme Shares held by those French Connection Scheme Shareholders and such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by MIP and French Connection and, if required, the Court and the Panel may allow);
2.2 the resolution(s) required to approve and implement the Scheme being duly passed by French Connection Shareholders by the requisite majority or majorities at the General Meeting (or any adjournment thereof) and such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) as may be agreed by MIP and French Connection and, if required, the Court and the Panel may allow);
2.3 the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to French Connection and MIP at the Court Hearing) and such Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date (if any) as may be agreed between MIP and French Connection and, if required, the Court and the Panel may allow); and
2.4 delivery of a copy of the Court Order to the Registrar of Companies.
3. Subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied (where capable of satisfaction) or, where relevant, waived:
Notifications, waiting periods and authorisations
3.1 all notifications, filings or applications in connection with the Acquisition which are necessary or reasonably considered appropriate by MIP having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all applicable statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, French Connection or any other member of the Wider French Connection Group by any member of the Wider MIP Group, in each case where the direct consequence of the absence of such notification, filing or application would have a material adverse effect on the Wider French Connection Group or the Wider MIP Group in each case taken as a whole, and all Authorisations necessary in respect thereof having been obtained in terms and in a form reasonably satisfactory to MIP from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider French Connection Group or the Wider MIP Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider French Connection Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes Effective and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations, in each case to an extent or in a manner which is material in the context of the Acquisition;
Antitrust and regulatory
3.2 no antitrust regulator or Third Party having decided, threatened or given notice in writing of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:
3.2.1 require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider MIP Group or by any member of the Wider French Connection Group of all or any material part of their respective businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);
3.2.2 except pursuant to Chapter 3 of Part 28 of the Companies Act and other than in connection with the implementation of the Acquisition, require any member of the Wider MIP Group or the Wider French Connection Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider French Connection Group or any asset owned by any third party;
3.2.3 impose any material limitation on, or result in a material delay in, the ability of any member of the Wider MIP Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities in the Wider French Connection Group or on the ability of any member of the Wider French Connection Group or any member of the Wider MIP Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider French Connection Group (in any case to an extent or in a manner which is material in the context of the Wider MIP Group or the Wider French Connection Group taken as a whole or material in the context of the Acquisition);
3.2.4 otherwise adversely affect any or all of the business, assets, liabilities, profits or prospects of any member of the Wider French Connection Group to an extent which is material to the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.2.5 result in any member of the Wider French Connection Group ceasing to be able to carry on business under any name under which it presently carries on business (the consequences of which are material in the context of the Wider French Connection Group taken as a whole);
3.2.6 require any member of the Wider French Connection Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider French Connection Group is a party;
3.2.7 make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, French Connection by any member of the Wider MIP Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain or delay or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere with or require material adverse amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, French Connection by any member of the Wider MIP Group;
3.2.8 require, prevent or materially delay a divestiture by any member of the Wider MIP Group of any shares or other securities (or the equivalent) in or any of the assets of any member of the Wider French Connection Group to the extent which is material in the context of the Wider MIP Group or the Wider French Connection Group taken as a whole or material in the context of the Acquisition; or
3.2.9 impose any material limitation on the ability of any member of the Wider MIP Group or any member of the Wider French Connection Group to conduct, integrate or coordinate all or any part of its business with all or any part of the business of any other member of the Wider MIP Group and/or the Wider French Connection Group to the extent which is material in the context of the Wider MIP Group or the Wider French Connection Group taken as a whole or material in the context of the Acquisition,
and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any applicable jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any French Connection Shares or otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
3.3 save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider French Connection Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance, which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider MIP Group of any shares or other securities (or the equivalent) in French Connection or because of a change in the control or management of any member of the Wider French Connection Group or otherwise, might reasonably be expected to result in, to an extent in any such case which is material and adverse in the context of the Wider French Connection Group taken as a whole or material and adverse in the context of the Acquisition:
3.3.1 any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider French Connection Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
3.3.2 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider French Connection Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable or being enforced;
3.3.3 any assets or interests of any member of the Wider French Connection Group being disposed of or charged, or any right arising under which any such asset or interest could be required to be disposed of or charged, in each case otherwise than in the ordinary course of business;
3.3.4 any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider French Connection Group being adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;
3.3.5 any liability of any member of the Wider French Connection Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;
3.3.6 any requirement on any member of the Wider French Connection Group to acquire, subscribe, pay up or repay any shares or other securities;
3.3.7 any member of the Wider French Connection Group ceasing to be able to carry on business under any name under which it presently carries on business;
3.3.8 the value of, or the financial or trading position of any member of the Wider French Connection Group being prejudiced or adversely affected; or
3.3.9 the creation (other than trade creditors or other liabilities incurred in the ordinary course of business) or acceleration of any liability (actual or contingent) by any member of the Wider French Connection Group,
and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider French Connection Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3.3.1 to 3.3.9, in each case to an extent which is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
Certain events occurring since 31 January 2021
3.4 since 31 January 2021, save as Disclosed, no member of the Wider French Connection Group having:
3.4.1 issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of French Connection Shares out of treasury (except, in each case, where relevant, as between French Connection and wholly owned subsidiaries of French Connection or between the wholly owned subsidiaries of French Connection);
3.4.2 recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any subsidiary of French Connection to French Connection or any of its subsidiaries;
3.4.3 other than pursuant to the Acquisition (and except for transactions between French Connection and its wholly owned subsidiaries or between the wholly owned subsidiaries of French Connection) implemented, effected, authorised or proposed or announced its intention to implement, effect or authorise or propose any merger, demerger, reconstruction, amalgamation, subdivision, scheme, commitment or acquisition or disposal or transfer of assets (other than in the ordinary course of business), or shares or loan capital (or the equivalent thereof) or other equivalent transaction or arrangement in respect of itself or any member of the Wider French Connection Group;
3.4.4 except for transactions between French Connection and its wholly owned subsidiaries or between the wholly owned subsidiaries of French Connection, and other than transactions in the ordinary course of trading, disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so in each case to an extent which in any case is material in the context of the Wider French Connection Group taken as a whole or in the context of the Acquisition;
3.4.5 except for transactions between French Connection and its wholly owned subsidiaries or between the wholly owned subsidiaries of French Connection, effected, authorised, proposed or announced its intention to propose any change in its loan capital which in any case is material and adverse in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.4.6 issued, authorised or proposed or announced an intention to authorise or propose the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or (other than trade credit incurred in the ordinary course of business) incurred or increased any indebtedness except as between French Connection and any of its wholly owned subsidiaries or between such subsidiaries which in any case is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.4.7 other than in the ordinary course of business, entered into, terminated, varied, proposed or authorised or announced its intention to enter into, terminate or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude to an extent in any such case which is material in the context of the Wider French Connection Group taken as a whole or in the context of the Acquisition;
3.4.8 entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider French Connection Group, other than as agreed by the Panel or agreed with MIP or Disclosed;
3.4.9 entered into, terminated or varied any agreement, contract, transaction, arrangement or commitment or the terms of any agreement or arrangement (other than in the ordinary course of business) in a manner which has or might reasonably be expected to have a material adverse effect on the financial position of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.4.10 entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing agreement, partnership or merger of business or corporate entities (otherwise than in the ordinary course of business);
3.4.11 save as agreed by the Panel or agreed with MIP or Disclosed, proposed, agreed to provide or modified or announced any proposal to modify the terms of, any share option scheme, incentive scheme, pension scheme obligations, retirement, death or disability benefit or any other employment related benefit (including, but not limited to, bonuses, retention arrangements or share incentive schemes or other benefit relating to the employment or termination of employment of any director or employee of the Wider French Connection Group) of or in respect of any of its directors, employees, former directors or former employees which are material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.4.12 save as between French Connection and wholly owned subsidiaries of French Connection or between the wholly owned subsidiaries of French Connection purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (other than pursuant to the implementation of the Acquisition) to an extent which (other than in the case of French Connection), is material in the context of the Wider French Connection Group taken as a whole;
3.4.13 entered into any contract, transaction or arrangement which would be restrictive on the ability of any member of the Wider French Connection Group to carry on its business as currently carried on or to exploit any of its intellectual property rights or which could involve obligations which would or might reasonably be expected to be so restrictive in each case to an extent which in any case is material in the context of the Wider French Connection Group taken as a whole or in the context of the Acquisition;
3.4.14 (other than in respect of claims between French Connection and any wholly owned subsidiaries of French Connection or between wholly owned subsidiaries of French Connection) waived, compromised or settled any claim which is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.4.15 save as Disclosed or as envisaged in accordance with the terms of the Acquisition, made any alteration to its memorandum or articles of association or other incorporation documents;
3.4.16 except in relation to necessary and consequential changes made or agreed as a result of, or arising from, changes to legislation following the date of this Announcement, made or agreed or consented to or procured any material change to or the custodian or trustee of any scheme having made a change to the terms of the governing documents, trust deeds and/or rules constituting the pension scheme(s) established for its directors or employees or former directors or employees or their respective dependants or to the contributions payable to any such schemes or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to in a manner which, in any such case or together, is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.4.17 carried out any act which would or could reasonably be expected to lead to the commencement of the winding up of any pension scheme(s) established by any member of the Wider French Connection Group for its directors, former directors, employees, former employees or their dependants; which would or might reasonably be expected to create a material debt owed by an employer to any such plan; or which would or might reasonably be expected to accelerate any obligation on any employer to fund or pay additional contributions to any such plan;
3.4.18 been unable, or admitted in writing that it is unable, to pay its debts as they fall due or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business or proposed or entered into any composition or voluntary arrangement with its creditors (or any class of them) or the filing at court of documentation in order to obtain a moratorium prior to a voluntary arrangement or, by reason of actual or anticipated financial difficulties, commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;
3.4.19 other than in respect of a member of the Wider French Connection Group which is dormant and was solvent at the relevant time, taken any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, striking-off, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;
3.4.20 entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3.4; or
3.4.21 save as provided for in the Cooperation Agreement, taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of French Connection Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code.
No adverse change, litigation, regulatory enquiry or similar
3.5 save as Disclosed, since 31 January 2021:
3.5.1 no adverse change or deterioration having occurred and no circumstances having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits of any member of the Wider French Connection Group which is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.5.2 no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider French Connection Group or to which any member of the Wider French Connection Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider French Connection Group, in each case which is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.5.3 no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider French Connection Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider French Connection Group, in each case which is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.5.4 no amendment or termination of any joint venture or partnership to which any member of the Wider French Connection Group is a party having been agreed or permitted which is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.5.5 no contingent or other liability in respect of any member of the Wider French Connection Group (except between French Connection and its wholly owned subsidiaries or between the wholly owned subsidiaries of French Connection) having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider French Connection Group to an extent in any such case which is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition; and
3.5.6 no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider French Connection Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
No discovery of certain matters regarding information, liabilities, intellectual property and environmental issues
3.6 save as Disclosed, MIP not having discovered:
3.6.1 that any financial, business or other information concerning the Wider French Connection Group as contained in the information publicly announced prior to the date of this Announcement or disclosed at any time to any member of the Wider MIP Group by or on behalf of any member of the Wider French Connection Group prior to the date of this Announcement and which has not prior to the date of this Announcement been corrected by a subsequent announcement or disclosure is materially misleading, contains a material misrepresentation of any material fact, or omits to state a fact necessary to make that information not materially misleading (in any case to an extent which is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition);
3.6.2 that no circumstance has arisen or event has occurred in relation to any intellectual property owned or used by any member of the Wider French Connection Group, which would have a material adverse effect on the Wider French Connection Group taken as a whole or material in the context of the Acquisition including:
3.6.2.1 any member of the Wider French Connection Group losing its title to any of its intellectual property, or any intellectual property owned by the Wider French Connection Group being revoked, cancelled or declared invalid;
3.6.2.2 any claim being asserted or threatened by any person challenging the ownership of any member of the Wider French Connection Group to, or the validity or effectiveness of, any of its intellectual property; or
3.6.2.3 any agreement regarding the use of any intellectual property licensed to or by any member of the Wider French Connection Group being terminated or varied;
3.6.3 that any member of the Wider French Connection Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.6.4 in relation to any use, treatment, storage, carriage, spillage, release, leak, emission, accumulation, discharge, disposal or other fact or circumstance of any waste or hazardous substance or any substance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco systems, that a past or present member of the Wider French Connection Group, in a manner or to an extent which is material in the context of the Wider French Connection Group, (i) has committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party; and/or (ii) has incurred or assumed any liability (whether actual or contingent) to any Third Party; and/or (iii) has or is likely to incur or assume any liability (whether actual or contingent), or has or is likely to be required, to make good, remediate, repair, re instate or clean up the environment (including any property);
3.6.5 that there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider French Connection Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party or any other person or body in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto which is material in the context of the Wider French Connection Group taken as a whole or material in the context of the Acquisition;
3.6.6 that circumstances exist (whether as a result of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any past or present member of the Wider French Connection Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider French Connection Group (or on its behalf) or by any person for which a member of the Wider French Connection Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider French Connection Group taken as a whole in the context of the Acquisition;
3.6.7 any information which affects the import of any information Disclosed at any time by or on behalf of any member of the Wider French Connection Group which is material in the context of the Wider French Connection Group taken as a whole in the context of the Acquisition;
3.6.8 circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider French Connection Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider French Connection Group and which is material in the context of the Wider French Connection Group taken as a whole or the Acquisition;
Anti-corruption and criminal property
3.7 save as Disclosed, MIP not having discovered:
3.7.1 any past or present member or director of the Wider French Connection Group or any person that performs or has performed services for or on behalf of any such company is or has, at any time during the course of such person's performance of services for or on behalf of any member of the Wider French Connection Group, engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, Foreign Corrupt Practices Act 1977 (as amended) or any other applicable anti-corruption legislation; or
3.7.2 any past or present member or director of the Wider French Connection Group or any person that performs or has performed services for or on behalf of any such company is or has, at any time during the course of such person's performance of services for or on behalf of any member of the Wider French Connection Group, engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other government or supranational body or authority in any jurisdiction; or
3.7.3 to an extent which is or would reasonably be expected to be material in the context of the Wider French Connection Group taken as a whole, any asset of any member of the Wider French Connection Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);
French Connection Shareholder resolution
3.8 except with the consent or the agreement of MIP, no resolution of French Connection Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of French Connection Shareholders other than in relation to the Acquisition or the Scheme and, other than with the consent or the agreement of MIP, no member of the Wider French Connection Group having taken (or agreed or proposed to take) any action that requires, or would require, the consent of the Panel or the approval of French Connection Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code.
Part B: Further terms of the Acquisition
Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
To the extent permitted by law and subject to the requirements of the Panel, MIP reserves the right (in its sole discretion) to waive:
· the deadline set out in the Condition in paragraph 1 of Part A and any of the deadlines set out in the Conditions in paragraph 2 of Part A for the timing of the Court Meeting and General Meeting. If any such deadline is not met, MIP will make an announcement by 8:00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with French Connection to extend the deadline in relation to the relevant Condition; and
· in whole or in part, all or any of the Conditions in paragraphs 3.1 to 3.8 (inclusive) of Part A.
MIP shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
If MIP is required by the Panel to make an offer for French Connection Shares under the provisions of Rule 9 of the Takeover Code, MIP may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.
MIP reserves the right to elect, with the consent of the Panel and in accordance with the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on the same terms as those which would apply to the Scheme, subject to appropriate amendments, so far as applicable, as those which would apply to the Scheme, including (without limitation) an acceptance condition set at 75 per cent. (or such percentage as is determined in accordance with the Cooperation Agreement).
(i) in nominal value of the shares to which such offer relates; and
(ii) of the voting rights attached to those shares,
("Takeover Offer Acceptance Condition"), provided that the Takeover Offer Acceptance Condition will not be satisfied unless any member of the Wider MIP Group shall have acquired or agreed to acquire, whether pursuant to the Takeover Offer or otherwise, French Connection Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting of French Connection, including, for this purpose, any such voting rights attaching to French Connection Shares that are unconditionally allotted or issued before the Takeover Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.
The ability of Overseas Shareholders to participate in the Acquisition and the distribution of this document in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves of, and observe, any such restrictions.
Unless otherwise determined by MIP or required by the Takeover Code and permitted by applicable law and regulation, the Acquisition is not being, and will not be, made, directly or indirectly, in or into or from or by use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet, e-mail or other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any jurisdiction where to do so would violate the laws of that jurisdiction.
Under Rule 13.5(a) of the Takeover Code, MIP may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to MIP in the context of the Acquisition. The Conditions contained in paragraphs 1 and 2 of Part A and, if applicable, the Takeover Offer Acceptance Condition set out in this Part B are not subject to this provision of the Takeover Code. MIP may only invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code with the consent of the Panel and any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by MIP.
MIP reserves the right, without prejudice to any right of MIP, with the consent of the Panel, to invoke Condition 3.4.2 of Part A, to reduce the consideration payable under the Acquisition by the amount of any dividend (or other distribution) which is paid or becomes payable by French Connection to French Connection Shareholders on or after the date of this Announcement and on or prior to the Effective Date. If MIP exercises its right to reduce the offer consideration by all or part of the amount of a dividend (or other distribution) that has not been paid, French Connection Shareholders will be entitled to receive and retain that dividend (or other distribution) ("Subsequent Dividend"). If any such Subsequent Dividend is paid or made before the Effective Date, if MIP exercises its rights described in this paragraph, any reference in this Announcement to the consideration payable under the Scheme or pursuant to the Acquisition shall be deemed to be a reference to the consideration as so reduced. Any exercise by MIP of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.
The French Connection Shares which will be acquired under the Acquisition will be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights as at the date of this Announcement or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any), and any other return of capital (whether by way of reduction of share capital or share premium account or otherwise), declared, made or paid on or after the date of this Announcement.
The Acquisition will be governed by the law of England and Wales and will be subject to the jurisdiction of the English courts. The Acquisition will be made on and subject to the conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel and the London Stock Exchange.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
The value of French Connection as implied by the Acquisition Price stated in paragraph 2 of this Announcement is based on the issued and to be issued ordinary share capital as at 1 October 2021 (the last Business Day prior to the date of this Announcement).
Further sources of information regarding premia and other data reported in this Announcement are as follows:
· the Closing Price per French Connection Share of 15.7 pence on 4 February 2021 (being the last Business Day prior to the commencement of the Offer Period) is the closing middle market price derived from the Daily Official List of the London Stock Exchange;
· the Closing Price per French Connection Share of 23.1 pence on 22 September 2021 (being the last Business Day prior to the date of the Possible Offer Announcement) is the closing middle market price derived from the Daily Official List of the London Stock Exchange; and
· unless otherwise stated, the financial information relating to French Connection is extracted from the audited consolidated financial statements of French Connection for the financial year ended 31 January 2021.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
PART A - Director shareholder irrevocable undertakings
Stephen Marks, being the only French Connection Director holding French Connection Shares, has given an irrevocable undertaking in respect of his own beneficial holding of French Connection Shares to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or to accept a Takeover Offer to implement the Acquisition) as set out below:
Name | Number of French Connection Shares | % of French Connection Shares in issue |
Stephen Anthony Marks | 37,812,690 | 39.14 |
TOTAL | 37,812,690 | 39.14 |
The undertaking detailed in this Part A ceases to be binding only if:
(i) MIP announces that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or offer is announced in accordance with Rule 2.7 of the Takeover Code at the same time;
(ii) the Scheme Document is not published within 28 days of this Announcement being released (or such later date as agreed with the Panel but in any event not being longer than six weeks);
(iii) the Acquisition lapses or is withdrawn; and
(iv) the Acquisition has not become Effective by 11:59 p.m. on the Long-Stop Date.
The irrevocable undertaking remains binding in the event of a competing offer.
PART B - Non-director shareholder irrevocable undertakings
MIP has also received irrevocable undertakings from Nicole Farhi, Candice Marks and from the trustees of the discretionary trusts established for the benefit of certain of Stephen Marks' children to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or to accept a Takeover Offer to implement the Acquisition) as set out below:
Name | Number of French Connection Shares | % of French Connection Shares in issue |
Nicole Farhi | 2,000,000 | 2.07 |
David Convisser and Stephen Anthony Marks as the trustees of the discretionary trusts for the benefit of certain of Stephen Marks' children | 1,506,500 | 1.56 |
Candice Marks | 775,000 | 0.80 |
TOTAL | 4,281,500 | 4.43 |
The undertakings detailed in this Part B ceases to be binding only if:
(i) MIP announces that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or offer is announced in accordance with Rule 2.7 of the Takeover Code at the same time;
(ii) the Scheme Document is not published within 28 days of this Announcement being released (or such later date as agreed with the Panel but in any event not being longer than six weeks);
(iii) the Acquisition lapses or is withdrawn; and
(iv) the Acquisition has not become Effective by 11:59 p.m. on the Long-Stop Date.
The irrevocable undertakings remain binding in the event of a competing offer.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise.
"£", or "pence" | the lawful currency of the United Kingdom; |
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"Acquisition" | the recommended acquisition by MIP of the entire issued and to be issued ordinary share capital of French Connection not currently owned by Apinder Singh Ghura at the Acquisition Price to be effected by means of the Scheme or (should MIP so elect, subject to the consent of the Panel and in accordance with the terms of the Cooperation Agreement) by means of a Takeover Offer and, in either case, where the context admits, any subsequent variation, revision, extension or renewal thereof; |
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"Acquisition Price" | 30 pence in cash per French Connection Share; |
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"agreed form" | is a reference to a document in the form approved and for the purposes of identification initialled by or on behalf of the Company and MIP at the date of this Announcement; |
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"Amarjit Loan Agreement" | the unsecured shareholder term loan agreement dated 4 October 2021 between MIP and Amarjit Singh Grewal; |
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"Announcement" | this announcement; |
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"ASG Loan Agreement" | the unsecured shareholder term loan agreement dated 4 October 2021 between MIP and Apinder Singh Ghura; |
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"Authorisations" | regulatory authorisations, orders, recognitions, grants, determinations, consents, clearances, confirmations, certificates, licences, permissions, exemptions or approvals; |
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"Business Day" | a day (other than Saturdays, Sundays and public holidays) on which banks are open for normal business in London; |
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"Closing Price" | the middle market price of a French Connection Share at the close of business on the day to which such price relates, as derived from the Daily Official List of the London Stock Exchange for that day; |
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"Companies Act" | the Companies Act 2006, as amended from time to time; |
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"Conditional Sale Agreement" | the agreement between MIP and Apinder Singh Ghura entered into on 4 October 2021 pursuant to which Apinder Singh Ghura will sell the French Connection Shares that he owns to MIP conditional upon the Acquisition becoming Effective, with part of the consideration to be left outstanding on the terms of the ASG Loan Agreement and the Amarjit Loan Agreement respectively; |
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"Conditions" | the conditions to the Acquisition and the Scheme, as set out in Appendix I of this Announcement and to be set out in the Scheme Document; |
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"Cooperation Agreement" | the agreement between French Connection and MIP entered into on 4 October 2021 regulating the conduct of the parties in respect of the Acquisition; |
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"Court" | the High Court of Justice in England and Wales; |
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"Court Hearing" | the hearing of the Court to sanction the Scheme under section 899 of the Companies Act and, if such hearing is adjourned, postponed or reconvened, reference to commencement of any such hearing shall mean the commencement of the final hearing thereof; |
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"Court Meeting" | the meeting of French Connection Shareholders to be convened pursuant to an order of the Court under section 896 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment) including any adjournment thereof, notice of which is to be contained in the Scheme Document; |
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"Court Order" | the order of the Court sanctioning the Scheme under section 899 of the Companies Act; |
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"CREST" | the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations); |
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"Dealing Disclosure" | has the meaning given by Rule 8 of the Takeover Code; |
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"Disclosed" | the information fairly disclosed by, or on behalf of, French Connection: (a) in the French Connection annual report and accounts in respect of the financial year ended 31 January 2021; (b) in this Announcement; (c) to MIP in writing (or its respective officers, employees, agents or advisers in their capacity as such) (including in the electronic data room maintained by French Connection in respect of the Acquisition) on or before 5:00 p.m. on the Business Day prior the date of this Announcement; or (d) in any public announcement by French Connection to a Regulatory Information Service prior to the date of this Announcement; |
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"Effective" | in the context of the Acquisition: (a) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Takeover Code; |
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"Effective Date" | the date on which: (a) the Scheme becomes Effective; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer becomes Effective; |
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"Excluded Shares" | any French Connection Shares: (a) registered in the name of, or beneficially owned by, MIP (if any); (b) registered in the name of, or beneficially owned by, Apinder Singh Ghura; (c) registered in the name of, or beneficially owned by, Amarjit Singh Grewal; or (d) registered in the name of, or beneficially owned by, KJR Brothers Limited; |
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"Facility Agreement" | the £25.0 million term facility agreement dated 4 October 2021 between MIP, 1903 Partners, LLC and Aurelius Finance Company Limited (as lenders) and GB Europe Management Services Limited (as agent and security agent); |
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"FCA" or "Financial Conduct Authority" | the UK Financial Conduct Authority or its successor from time to time; |
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"Forms of Proxy" | the forms of proxy for use at the Court Meeting and the General Meeting which will accompany the Scheme Document; |
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"French Connection" or "Company" | French Connection Group PLC, a public limited company incorporated in England and Wales, with registered number 01410568, whose registered office is at First Floor, Centro 1, 39 Plender Street, London, NW1 0DT; |
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"French Connection Board" or "French Connection Directors" | the directors of French Connection as at the date of this Announcement or, where the context so requires, the board of directors of French Connection from time to time; |
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"French Connection Group" | French Connection and its subsidiary undertakings and where the context permits, each of them; |
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"French Connection Scheme Shareholders" | the holders of Scheme Shares as shown on the register of members at any relevant date or time; |
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"French Connection Shares" | the ordinary shares of one penny each in the capital of French Connection; |
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"French Connection Shareholders" or "Shareholders" | the holders of French Connection Shares; |
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"FSMA" | the Financial Services and Markets Act 2000; |
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"General Meeting" | the general meeting of French Connection Shareholders (and any adjournment thereof) to be convened in connection with the Scheme, notice of which is to be contained in the Scheme Document; |
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"KJR Loan Agreement" | the unsecured shareholder term loan agreement dated 4 October 2021 between MIP and KJR Brothers Limited; |
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"London Stock Exchange" | London Stock Exchange plc or its successor; |
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"Long-Stop Date" | 11:59 p.m. on 28 February 2022, or such later date, if any, as MIP and French Connection may agree and, if required, the Court and the Panel may allow; |
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"Main Market" | the main market operated by the London Stock Exchange; |
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"MIP" | MIP Holdings Ltd, a private company incorporated in England and Wales, with registered number 12981062, whose registered office is at Units 1-10 116-118 Bury New Road, Manchester, United Kingdom, M8 8EB; |
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"MIP Directors" | the directors of MIP, being Apinder Singh Ghura and Amarjit Singh Grewal; |
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"MIP Shareholders' Agreement" | the subscription and shareholders' agreement entered into by Amarjit Singh Grewal, Apinder Singh Ghura, KJR Brothers Limited, Gordon Brothers International LLC, Aurelius Finance Company Limited and MIP on 4 October 2021; |
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"Offer Period" | the offer period (as defined by the Takeover Code) relating to French Connection, which commenced on 5 February 2021; |
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"Official List" | the official list of the FCA; |
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"Opening Position Disclosure" | has the meaning given by Rule 8 of the Takeover Code; |
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"Overseas Shareholders" | French Connection Shareholders (or nominees, custodians or trustees of French Connection Shareholders) who are resident in, or nationals or citizens of jurisdictions outside of the UK or who are citizens or residents of countries other than the UK; |
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"Panel" | the Panel on Takeovers and Mergers; |
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"Possible Offer Announcement" | the announcement relating to the possible offer for French Connection by a consortium of bidders including Apinder Singh Ghura, Amarjit Singh Grewal and KRJ Brothers Limited, released by French Connection on 23 September 2021; |
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"Registrar of Companies" | the Registrar of Companies in England and Wales; |
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"Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time; |
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"Regulatory Information Service" | any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements; |
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"Resolution(s)" | the resolution(s) to be proposed at the General Meeting in connection with, amongst other things, the approval of the Scheme and such other matters as may be necessary to implement the Acquisition; | |||
"Restricted Jurisdiction" | any jurisdiction where the making of the Acquisition may: (a) constitute a violation of the relevant laws and regulations of such jurisdiction; or (b) result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which MIP or French Connection regards as unduly onerous; or |
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| (c) result in significant risk or civil, regulatory or criminal exposure if the Acquisition is extended or made available in that jurisdiction or if information concerning the Acquisition is sent or made available in that jurisdiction; |
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"Scheme" | the proposed scheme of arrangement under Part 26 of the Companies Act between French Connection and French Connection Scheme Shareholders in connection with the Acquisition, the full terms and conditions of which will be set out in the Scheme Document, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by French Connection and MIP; |
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"Scheme Document" | the document to be sent to, among others, French Connection Shareholders, containing and setting out, among other things, the Scheme, the notices convening the Court Meeting, the General Meeting and the further particulars required by Part 26 of the Companies Act; |
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"Scheme Record Time" | the time and date specified in the Scheme Document as being the record time for the Scheme; |
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"Scheme Shares" | the French Connection Shares: |
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| (a) in issue at 6:00 p.m. on the date of the Scheme Document; |
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| (b) (if any) issued after 6:00 p.m. on the date of the Scheme Document and prior to the Voting Record Time; and |
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| (c) (if any) issued on or after the Voting Record Time and on or prior to the Scheme Record Time either on terms that the original or any subsequent holders thereof shall be bound by the Scheme, or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme, |
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| and in each case remaining in issue at the Scheme Record Time, but excluding any Excluded Shares; |
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"Singer Capital Markets" | Singer Capital Markets Advisory LLP, the financial adviser to 1903 Partners, LLC and Aurelius Finance Company Limited (the lenders to MIP) in relation to the Acquisition; |
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"Substantial Interest" | in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking; |
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"Takeover Code" | the City Code on Takeovers and Mergers as issued from time to time by or on behalf of the Panel; |
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"Takeover Offer" | a takeover offer as defined in section 974 of the Companies Act; |
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"Third Party" | each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body, or any other body or person whatsoever in any jurisdiction; |
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"UK Listing Authority" | the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA; |
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"United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland; |
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"United States" or "US" | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction; |
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"US Exchange Act" | US Securities Exchange Act of 1934 (as amended), and the rules and regulations promulgated thereunder; |
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"US GAAP" | generally accepted accounting principles in the US; |
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"Voting Record Time" | the time and date specified in the Scheme Document as being the record time for voting at the Court Meeting; |
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"WH Ireland" | WH Ireland Limited with registered office at 24 Martin Lane, London EC4R 0DR; |
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"Wider MIP Group" | MIP, its parent undertakings, its subsidiary undertakings, associated undertakings and any other undertakings in which that company and such undertakings (aggregating their interests) have a Substantial Interest; and |
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"Wider French Connection Group" | French Connection, its subsidiary undertakings, associated undertakings and any other undertakings in which that company and such undertakings (aggregating their interests) have a Substantial Interest. |
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For the purposes of this Announcement, "associated undertaking", "parent undertaking", "subsidiary undertaking" and "undertaking" have the respective meanings given thereto by the Companies Act.
References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this Announcement.
All the times referred to in this Announcement are London times unless otherwise stated.
References to the singular include the plural and vice versa.
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