TIDMBOTB
RNS Number : 1767H
Best of the Best PLC
26 July 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU
596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON PUBLICATION OF THIS
ANNOUNCEMENT, THE INSIDE INFORMATION CONTAINED HEREIN WILL BE
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Best of the Best plc
("Best of the Best", "BOTB" or "the Company")
Notice of cancellation of shares to trading on AIM
Background
On 20 June 2023, Globe Invest Limited ("GIL"), the Cyprus
registered and headquartered single-family office and investment
holding company of Mr. Teddy Sagi, announced that it had reached
agreement with Best of the Best on the terms of a recommended cash
offer to be made by GIL to acquire all of the issued and to be
issued shares in the capital of BOTB ("BOTB Shares") not already
owned by GIL (the "Offer"), to be implemented by way of a takeover
offer within the meaning of Part 28 of the Companies Act 2006 (the
"Offer Announcement"). Under the terms of the Offer, the
shareholders of BOTB (the "BOTB Shareholders") will be entitled to
receive 535 pence in cash for each BOTB Share (the "Offer
Price").
On 29 June 2023, GIL announced that it had acquired, through
market purchases, 733,678 BOTB Shares at the Offer Price and as a
result owned, at that date, in aggregate 38.67 per cent. of BOTB's
issued share capital. As a result of those market purchases, under
Rule 9 of the City Code on Takeovers and Mergers (the "Code"), GIL
announced on 29 June 2023 that the Offer had become a mandatory
cash offer for the entire issued and to be issued share capital of
BOTB not already owned or controlled by GIL (or any persons acting
in concert with it) at a price of 535 pence in cash per BOTB Share
(the "Mandatory Offer").
GIL further announced on 6 July 2023 that since 29 June 2023 it
had, through further market purchases, acquired a further 1,152,124
BOTB Shares at the Offer Price of 535 pence per BOTB Share and as a
result owned, in aggregate, 4,387,542 BOTB Shares, representing
approximately 52.44 per cent. of BOTB's issued share capital at
that date. As a result, GIL confirmed that the Mandatory Offer,
when made, would be unconditional from the outset.
The Offer Document (the "Offer Document") containing the full
terms of the Offer was published and posted to the shareholders of
BOTB (the "BOTB Shareholders") on 14 July 2023.
Since 6 July 2023, GIL has continued to make further market
purchases, details of which have been announced in accordance with
the requirements of Rule 8 of the Code. Full details of GIL's
interests in BOTB Shares as at the date of this announcement are
included in the announcement released by GIL this morning.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Offer document
published and posted to BOTB Shareholders on 14 July 2023
containing the full terms of the Offer (the "Offer Document").
Proposed Cancellation
As announced by GIL this morning, the obligations pursuant to
the irrevocable undertakings referred to above have now been
completed sufficiently for GIL to have acquired 6,638,646 BOTB
Shares carrying 78.46 per cent. of the voting rights of BOTB. As a
result, the BOTB Board has, pursuant to the formal request of GIL
and in accordance with GIL's intentions included in the Offer
Document, made an application to the London Stock Exchange for the
cancellation of the admission to trading of BOTB Shares on AIM (the
"Delisting"), relying on the principle in the notes on AIM Rule 41,
that separate shareholder approval for the Delisting will not be
required given that GIL has received Valid Acceptances in excess of
75% of BOTB's issued share capital.
As such the cancellation of the admission to trading of the BOTB
Shares on AIM will occur and in accordance with the AIM Rules, with
the anticipated date of cancellation expected to be on, 24 August
2023 at 7.00am. The Company also confirms that the notice period of
no less than 20 Business Days has commenced. Further dates are set
out in the timetable below.
Following the Delisting GIL intends that BOTB should seek to
re-register as a private company and adopt new articles of
association more suited to a privately controlled company.
The Delisting and re-registration as a private company will
almost entirely reduce the liquidity and marketability of any BOTB
Shares in respect of which the Offer has not been accepted at that
time and their value may be affected as a consequence.
GIL has confirmed that there will be no matched bargain facility
implemented for the purchase of BOTB Shares following completion of
the Offer and any remaining BOTB Shareholders will become minority
shareholders in a privately controlled and potentially more
leveraged unlisted company without the protections afforded by
BOTB's current listing on AIM.
As a result, BOTB Shareholders who do not accept the Offer will
be unable to sell their BOTB Shares and there can be no certainty
that any dividends or other distributions will be made by BOTB in
respect of future financial periods, or that there will be any
future offers or proposals to BOTB Shareholders in respect of the
BOTB Shares held by them.
If GIL receives acceptances under the Offer in respect of,
and/or otherwise acquires 90 per cent. or more of the BOTB Shares
to which the Offer relates, GIL intends, subject to the provisions
of the Companies Act 2006, to exercise its rights to acquire
compulsorily any BOTB Shares not acquired or agreed to be acquired
by or on behalf of GIL pursuant to the Offer or otherwise on the
same terms as the Offer.
BOTB Shareholders who wish to benefit from a liquidity event are
urged to accept the Offer as soon as practicable to ensure that
they can access an immediate and certain exit, realising their
shareholding in BOTB in a relatively short time frame at 535 pence
per BOTB Share.
Timetable
Date Event
------------------------- -------------------------------------
26 July 2023 Notification of cancellation
of admission to trading of shares
on AIM
1.00 pm on 4 August 2023 Final date for acceptances
18 August 2023 Settlement of consideration to
BOTB Shareholders who accept
the Offer prior to the initial
closing date of the Offer
18 August 2023 Offer closes
23 August 2023 Last day of dealing in the Company's
shares
7:00am on 24 August 2023 Cancellation of admission to
trading on AIM
Recommendation
As set out in the Offer Document, the Independent BOTB Directors
unanimously recommend that the BOTB Shareholders accept the Offer
as they and their connected persons have done in respect of their
own and their connected parties' own shareholding, totalling
1,585,506 BOTB Shares and 79,352 BOTB Share Options.
Shareholders are urged to carefully read the Offer Document for
more information on how to accept the Offer and the impact and
consequences of the cancellation of listing of the Company's
ordinary shares on AIM.
Enquiries:
Best of the Best plc William Hindmarch, Chief T: 020 7371
Executive 8866
Rupert Garton, Commercial
Director
Buchanan Chris Lane T: 0207 466
(Public Relations & Toto Berger 5000
Press)
finnCap Corporate Finance T: 020 7220
(Nominated Adviser and Carl Holmes 0500
Broker) Teddy Whiley
Alice Lane
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END
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July 26, 2023 03:00 ET (07:00 GMT)
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