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RNS Number : 9240N

Moss Bros Group PLC

26 May 2020

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 OR REGULATIONS OF THAT JURISDICTION.

26 May 2020

Recommended Cash Offer

for

Moss Bros Group PLC

by

Brigadier Acquisition Company Limited

Following this morning's announcement by the Hearings Committee of the Takeover Panel (the "Hearings Committee") that Brigadier Acquisition Company Limited ("Brigadier") has withdrawn its request for a review of the Takeover Panel Executive's ruling by the Hearings Committee, the boards of Moss Bros Group plc ("Moss Bros") and Brigadier look forward to working together to complete the offer.

On 29 April 2020, the scheme of arrangement to effect the offer (the "Scheme") was approved by Moss Bros shareholders. On 20 May, the FCA provided its change in control approval to Brigadier. Moss Bros will now seek to book a date for a Court hearing to sanction the Scheme at the earliest opportunity, shortly after which the Scheme is expected to become effective.

Colin Porter, Chairman of Moss Bros, said:

"The Board of Moss Bros welcomes Brigadier's decision to withdraw its appeal of the Panel Executive's ruling and looks forward to working with Brigadier towards the smooth completion of the offer."

Menoshi Shina, Director of Brigadier, said:

" We are pleased to be consummating our acquisition of Moss Bros. As its future owner, we take seriously our stewardship of Moss Bros' 169 year legacy of ensuring British gentlemen look great whether they are dressing for home, work or an occasion. We will be supporting Moss Bros' management team as they confront and overcome the near term challenges of trading through the pandemic by working closely with all of Moss Bros' stakeholders, including its landlords, employees and suppliers."

Transaction fees

As a result of Brigadier seeking to invoke certain conditions of its offer, Moss Bros has incurred additional fees to those disclosed in the scheme document. Fees and expenses incurred in connection with the offer are now expected to be as follows:

 
 Financial and corporate broking   GBP750,000 plus applicable VAT 
  advice 
 Legal advice                      GBP520,000 plus applicable VAT 
 Other costs and expenses          GBP230,000 plus applicable VAT 
--------------------------------  ------------------------------- 
 Total                             GBP1,500,000 plus applicable 
                                    VAT

Enquiries

 
Bidco                                           Via Matthew Smallwood, 
                                                     Instinctif: 07831 
                                                               379 122 
Michael Shina, Director 
 
 
Zeus Capital Limited (Financial Adviser to          Tel: 0161 831 1512 
 Bidco) 
Jamie Peel 
Dan Bate 
 
 
Moss Bros                                           Tel: 020 7447 7200 
Colin Porter, Chairman 
Brian Brick, CEO 
Bill Adams, CFO 
 
Peel Hunt LLP (Lead Financial Adviser and Rule      Tel: 020 7418 8900 
 3 Adviser to Moss Bros) 
George Sellar 
Michael Nicholson 
 
 
Rothschild & Co (Joint Financial Adviser to         Tel: 020 7280 5000 
 Moss Bros) 
John Byrne 
Andrew Graham 
 
 
Buchanan (Financial PR Adviser to Moss Bros)        Tel: 020 7466 5000 
Charles Ryland

Important notices

Zeus Capital Limited (which is authorised and regulated in the United Kingdom by the FCA), is acting as financial adviser exclusively for Bidco 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 set out in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients or for providing advice in relation to any matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Moss Bros and no-one else in connection with the matters set out in this announcement, and will not be responsible to anyone other than Moss Bros for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the Offer or any matter or arrangement referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Moss Bros and for no one else in connection with the Offer and will not be responsible to anyone other than Moss Bros for providing the protections afforded to its clients or for providing advice in connection with the Offer.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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May 26, 2020 04:42 ET (08:42 GMT)

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