TIDMBOTB
RNS Number : 4292I
Globe Invest Limited
07 August 2023
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 THAT
JURISDICTION
FOR IMMEDIATE RELEASE
7 August 2023
RECOMMED FINAL MANDATORY CASH OFFER
for
Best of the Best plc
by
Globe Invest Limited
UPDATE ON ACCEPTANCES
CANCELLATION OF TRADING ON AIM
NOTICE OF CLOSURE OF THE OFFER
1. Introduction
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 plc ("BOTB") 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. Under the terms of the Offer, the shareholders of
BOTB (the "BOTB Shareholders") are entitled to receive 535 pence in
cash for each BOTB Share (the "Offer Price").
On 29 June 2023, GIL announced that, as a result of market
purchases of BOTB Shares, under Rule 9 of the City Code on
Takeovers and Mergers (the "Code"), 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"). Following further market
purchases of BOTB Shares, on 6 July 2023 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.
2. Level of Acceptances and Aggregate interest in BOTB Shares
In accordance with Rule 17 of the Code, GIL announces that, as
at 1.00 p.m. on 4 August 2023 (the initial closing date for the
Offer), valid acceptances of the Offer ("Valid Acceptances") had
been received in respect of a total of 3,090,986 BOTB Shares,
representing approximately 36.53 per cent. of BOTB's issued share
capital.
Included within the above are Valid Acceptances in respect of
1,729,858 BOTB Shares (representing approximately 20.44 per cent.
of BOTB's issued share capital) which were the subject of
irrevocable undertakings in favour of GIL to accept the Offer. A
further 6,167 BOTB Shares (representing approximately 0.07 per
cent. of BOTB's issued share capital), were also the subject of
irrevocable undertakings in favour of GIL to accept the Offer, and
acceptances have yet to be received in respect of these BOTB
Shares.
GIL has the following interest in relevant BOTB securities
(which includes the Valid Acceptances received to date):
Name: Number of BOTB Shares: Approximate percentage of
BOTB issued share capital:
====== ====================== ===========================
GIL 8,181,738 96.70
====== ====================== ===========================
When aggregated with the 6,167 BOTB Shares in respect of which
GIL has received irrevocable undertakings to accept the Offer but
for which acceptances have yet to be received, GIL will be
interested in, in aggregate, a total of 8,187,905 BOTB Shares,
representing approximately 96.77 per cent. of BOTB's issued share
capital.]
Save as disclosed in this Announcement, neither GIL nor any
person acting in concert with it has:
(a) any interest in, or any right to subscribe for, or any short
position (whether conditional or absolute and whether in the money
or otherwise) in, including any short position made under a
derivative in relation to, or is party to any agreement to sell or
has any delivery obligation or right to require another person to
purchase or take delivery of, any relevant BOTB securities; or
(b) borrowed or lent any relevant BOTB securities, save for any
borrowed shares which have either been on-lent or sold.
GIL intends to continue to acquire additional BOTB Shares at the
Offer Price by means of market or other purchases and in accordance
with the Code. BOTB Shareholders who wish to sell their holdings of
BOTB Shares to GIL may do so either by means of a market sale
(prior to the cancellation of trading of BOTB shares on AIM as per
Section 3 below) or by accepting the Mandatory Offer via the
acceptance procedure that is set out in the Offer Document.
3. Cancellation of Trading on AIM
On 26 July 2023, BOTB announced that it had applied to the
London Stock Exchange for the cancellation of the admission to
trading of BOTB Shares on AIM ("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 had
received Valid Acceptances in excess of 75% of BOTB's issued share
capital. The announcement stated that the Delisting is expected to
occur on 24 August 2023 at 7.00am.
Following the proposed 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
significantly 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. Any
remaining BOTB Shareholders would 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, they may 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.
4. Update to Offer Acceptance Timetable and notice of closure of the Offer on 1 September 2023
Given that the Delisting is expected to occur on 24 August 2023,
GIL intends to provide minority shareholders with further time to
submit Valid Acceptances in respect of BOTB Shares, and therefore
the Offer will remain open for acceptance until 1.00 p.m. on 30
August 2023. In accordance with the requirements of the Code, GIL
gives notice that the Offer will close at 1.00 p.m. on 30 August
2023 and will no longer be capable of acceptance after that
time.
Therefore, GIL urges BOTB Shareholders who wish to benefit from
a compelling liquidity event to accept the Offer as soon as
practicable to ensure that they can access an immediate and certain
exit.
To accept the Offer in respect of BOTB Shares in certificated
form, you must complete, sign and return the Form of Acceptance as
soon as possible and, in any event, so as to be received by the
Receiving Agent at Computershare Investor Services PLC, Corporate
Actions Projects, Bristol, BS99 6AH, not later than 1.00 p.m.
(London time) on 30 August 2023.
To accept the Offer in respect of BOTB Shares in uncertificated
form, acceptance should be made electronically through CREST so
that the TTE instruction settles not later than 1.00 p.m. (London
time) on 30 August 2023. If you are a CREST sponsored member you
should refer to your CREST sponsor as only your CREST sponsor shall
be able to send the necessary TTE instruction to Euroclear.
The procedure for acceptance of the Offer is set out in
paragraph 13 of Part 1 of the Offer Document, Parts C and D of
Appendix I to the Offer Document and, in respect of certificated
BOTB Shares, as further described in the Form of Acceptance.
5. Compulsory acquisition
As GIL has received valid acceptances in respect of over 90 per
cent. of the BOTB Shares to which the Offer relates, Globe Invest
intends to exercise its rights pursuant to the provisions of
sections 974 to 991 of the Companies Act 2006, compulsorily to
acquire the remaining BOTB Shares to which the Offer relates. A
formal notice exercising these rights will be dispatched to those
BOTB Shareholders who have not yet accepted the Offer in due
course.
Copies of this Announcement, the Offer Document and the Form of
Acceptance are available on GIL's website at www.globeinvest.com
and on BOTB's website at www. botb .com /about/investors/offer
.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Offer Document.
Further information
Singer Capital Markets Advisory LLP (Financial Adviser to
GIL)
Phil Davies +44 20 7496 3000
Asha Chotai
Alma PR (PR Adviser to GIL)
Josh Royston +44 20 3405 0205
Rebecca Sanders-Hewitt +44 7780 901 979
Andy Bryant
Matthew Young
finnCap Limited (Rule 3 Adviser, Nominated Adviser and Broker to
BOTB)
Carl Holmes +44 20 7220 0500
Henrik Persson
Edward Whiley
Buchanan (PR Adviser to BOTB)
Chris Lane
Toto Berger +44 20 7466 5000
Bird & Bird LLP is acting as legal adviser to GIL and
Winston & Strawn London LLP is acting as legal adviser to
BOTB.
Important Notices
Singer Capital Markets Advisory LLP ("Singer"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for GIL and no one else in
connection with the matters referred to in this Announcement and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the matters referred
to in this Announcement and is not, and will not be, responsible to
anyone other than GIL for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any transaction or arrangement referred to in
connection with this Announcement. Neither Singer nor any of its
group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, tort, under statute or otherwise) to any
person who is not a client of Singer in connection with this
Announcement or any matter referred to herein.
finnCap Limited ("finnCap"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for BOTB and no one else in connection with the matters
referred to in this Announcement and will not regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the matters referred to in this Announcement
and is not, and will not be, responsible to anyone other than BOTB
for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement
or any transaction or arrangement referred to in connection with
this Announcement. Neither finnCap nor any of its group
undertakings or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, tort, under statute or otherwise) to any person who is
not a client of finnCap in connection with this Announcement or 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, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Shareholders
The Mandatory Offer relates to securities in a company which is
incorporated in the United Kingdom, which is admitted to trading on
the AIM market of the London Stock Exchange and is subject to the
disclosure requirements, rules and practices applicable to such
companies, which differ from those of the United States in certain
material respects. This document has been prepared for the purposes
of complying with English law, the AIM Rules and the rules of the
London Stock Exchange and the Code, and the information disclosed
may not be the same as that which would have been disclosed if this
document had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable
requirements.
To the fullest extent permitted by applicable law, the companies
and persons involved in the Mandatory Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Copies of this Announcement and formal documentation relating to
the Mandatory Offer shall not be, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws of that jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported acceptance of the Mandatory Offer.
Unless otherwise permitted by applicable law and regulation, the
Mandatory Offer may not be made, directly or indirectly, in or
into, or by the use of mails or any means or instrumentality
(including, but not limited to, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Mandatory Offer may
not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders are
contained in the Offer Document.
If you are a resident of the United States, please read the
following:
The Mandatory Offer is being made to acquire the securities of
BOTB, a company incorporated under the laws of the United Kingdom
and is being made in the United States in reliance on, and
compliance with, the exemption from certain requirements of
Regulation 14E under the US Securities Exchange Act of 1934
afforded by Rule 14d-1(d) thereunder. The Mandatory Offer shall be
made in the United States by GIL and no one else.
The Mandatory Offer is subject to the disclosure and procedural
requirements of the United Kingdom, which differ from those in the
United States. In addition, the payment and settlement procedure
with respect to the Mandatory Offer shall comply with the relevant
United Kingdom rules, which differ from United States payment and
settlement procedures. Neither the SEC, nor any securities
commission of any state of the United States has approved the
Mandatory Offer, passed upon the fairness of the Mandatory Offer or
passed upon the adequacy or accuracy of this document. Any
representation to the contrary is a criminal offence in the United
States.
In accordance with normal United Kingdom practice, GIL 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 BOTB outside of the US, other than pursuant to
the Mandatory Offer, before or during the period in which the
Mandatory Offer remains opens 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 shall be disclosed as required by law or regulation in
the United Kingdom and the United States, and, shall be reported to
a Regulatory Information Service and shall be available on the
London Stock Exchange website at www.londonstockexchange.com .
Financial information relating to BOTB included in the Offer
Announcement has been extracted from BOTB's published financial
statements, prepared in accordance with UK adopted international
accounting standards (collectively, "IFRS"), and may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
GIL is organised under the laws of Cyprus and BOTB is organised
under the laws of the United Kingdom. Some or all of the officers
and directors of GIL and BOTB, respectively, are residents of
countries other than the United States. In addition, most of the
assets of GIL and BOTB are located outside the United States. As a
result, it may be difficult for US shareholders of BOTB to effect
service of process within the United States upon GIL or BOTB or
their respective officers or directors or to enforce against them a
judgment of a US court predicated upon the federal or state
securities laws of the United States.
Forward-Looking Statements
This document (including information incorporated by reference
in this document), oral statements made regarding the Mandatory
Offer, and other information published by BOTB, GIL or any member
of the Wider GIL Group contain statements which are, or may be
deemed to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which GIL or any member of the Wider GIL Group shall
operate in the future and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements. The forward-looking
statements contained in this document relate to GIL, any member of
the Wider GIL Group or, following the acquisition of BOTB, the
enlarged group's future prospects, developments and business
strategies, the expected timing and scope of the Mandatory Offer
and other statements other than historical facts. In some cases,
these forward looking statements can be identified by the use of
forward looking terminology, including the terms "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"intends", "may", "will", "shall" or "should" or their negatives or
other variations or comparable terminology. By their nature,
forward looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that shall occur
in the future. These events and circumstances include changes in
the global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. If any one
or more of these risks or uncertainties materialises or if any one
or more of the assumptions prove incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors. Neither BOTB or any of GIL or any member of
the Wider GIL Group, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this document shall actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements. The forward-looking statements speak
only at the date of this document. All subsequent oral or written
forward- looking statements attributable to any member of the Wider
GIL Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
GIL and the Wider GIL Group expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
No profit forecasts or estimates
Except as otherwise stated, no statement in this Announcement is
intended or shall be deemed to be a profit forecast, estimate or
projection of the future financial performance of GIL or BOTB for
any period except as otherwise stated and no statement in this
Announcement should be interpreted to mean that cashflow from
operations, earnings or earnings per share or income of those
persons (where relevant) for the current or future financial years
would necessarily match or exceed the historical published cashflow
from operations, earnings or earnings per share or income of those
persons (where relevant).
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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. on the 10(th) business day following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 p.m. on
the 10(th) business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 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. 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 http://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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by BOTB Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from BOTB may be provided to GIL during the Offer Period as
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
This Announcement, together with all information incorporated
into this document by reference to another source, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, shall be available on GIL's website at
www.globeinvest.com and on BOTB's website at
www.botb.com/about/investors/offer by no later than 12 noon (London
time) on the Business Day following this Announcement. For the
avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this Announcement.
You may request a hard copy of this Announcement and / or any
information incorporated into this Announcement by reference to
another source by contacting the Receiving Agent, Computershare
Investor Services PLC on 0370 707 1543, or +44 370 707 1543 if
calling from outside the United Kingdom. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Mandatory Offer should be in hard copy form
.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, BOTB confirms that as
at the close of business on 24 July (being the last Business Day
prior to the date of this Announcement), it had in issue 8,462,376
ordinary shares (excluding ordinary shares held in treasury) of 5
pence each. The International Securities Identification Number
(ISIN) for the ordinary shares is GB00B16S3505.
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END
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