TIDMMOSB
RNS Number : 6890P
Moss Bros Group PLC
11 June 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
Capitalised terms used but not defined in this Announcement have
the meanings set out in the Scheme Document dated 7 April 2020 (the
"Scheme Document"), a copy of which is available on the website of
Moss Bros at https://corp.moss.co.uk/ .
11 June 2020
RECOMMENDED CASH OFFER
for
MOSS BROS GROUP PLC
by
BRIGADIER ACQUISITION COMPANY LIMITED
Scheme becomes Effective
On 12 March 2020, the Board of Moss Bros Group PLC ("Moss Bros")
and the Board of Brigadier Acquisition Company Limited ("Bidco")
announced under Rule 2.7 of the Code that they had reached
agreement on the terms of a recommended cash offer to be made by
Bidco to acquire the entire issued and to be issued ordinary share
capital of Moss Bros (the "Acquisition"). The Acquisition is being
implemented by means of a Court-sanctioned scheme of arrangement
between Moss Bros and the Scheme Shareholders under Part 26 of the
Companies Act (the "Scheme"). Full details of the Acquisition are
set out in the Scheme Document.
On 8 June 2020, Moss Bros and Bidco announced that the High
Court of Justice in England and Wales had sanctioned the Scheme at
the Court Hearing held earlier that day.
Moss Bros and Bidco are pleased to announce that, following
delivery of the Court Order sanctioning the Scheme to the Registrar
of Companies yesterday, the Scheme has now become Effective in
accordance with its terms and conditions, and the entire issued
share capital of Moss Bros is now owned by Bidco.
Under the terms of the Scheme, holders of Scheme Shares on the
register of members of Moss Bros at the Scheme Record Time (6:00
p.m. (London time) on 9 June 2020) will be entitled to receive
twenty two pence for each Scheme Share held. Settlement of the
consideration to which any Scheme Shareholder is entitled will be
effected by way of the despatch of cheques or the crediting of
CREST accounts (for Scheme Shareholders holding Scheme Shares in
certificated form and in uncertificated form, respectively) as soon
as practicable and in any event not later than 14 days after
today's date (25 June 2020).
Dealings in Moss Bros Shares were suspended with effect from
7:30 a.m. (London time) yesterday. Applications have been made to
the FCA and the London Stock Exchange in relation to the delisting
of Moss Bros Shares from the Official List and the cancellation of
the admission to trading of Moss Bros Shares on the main market for
listed securities of the London Stock Exchange, which are expected
to take place at 8:00 a.m. (London time) on 12 June 2020.
As the Scheme has now become Effective, Moss Bros announces that
its Chairman, Colin Porter and non-executive directors, Alex Gersh,
Maurice Helfgott, Gareth Jones and Avis Darzins respectively, have
tendered their resignations and will step down from the Board of
Moss Bros effective from today's date.
Moss Bros is no longer in an "offer period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to Moss Bros Shareholders no longer apply.
Enquiries
Moss Bros via Buchanan
Colin Porter, Chairman
Brian Brick, CEO
Bill Adams, CFO
Peel Hunt (Lead Financial adviser and Rule 3 Adviser
to Moss Bros)
George Sellar
Michael Nicholson 020 7418 8900
Rothschild & Co (Joint Financial Adviser to Moss
Bros)
John Byrne
Andrew Graham 020 7280 5000
Buchanan (Financial PR adviser to Moss Bros)
Charles Ryland
Vicky Hayns 020 7466 5000
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 (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 its clients or for providing
advice in connection with the Acquisition 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 Acquisition and any other matter set out in
this announcement, 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 Acquisition or any
matter or arrangement referred to herein.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This announcement contains statements about Bidco and Moss Bros
that are or may be forward looking statements. All statements other
than statements of historical facts included in this announcement
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements 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 Bidco or Moss Bros' operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on Bidco or Moss Bros'
business.
Such forward looking statements involve 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 any reliance on such forward looking
statements, which speak only as of the date hereof. Bidco and Moss
Bros disclaim any obligation to update any forward looking or other
statements contained herein, except as required by applicable law.
Except as expressly provided in this announcement, they have not
been reviewed by the auditors of Moss Bros or Bidco. All subsequent
oral or written forward looking statements attributable to Moss
Bros or Bidco 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. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement.
PUBLICATION ON WEBSITE
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be made available, subject to
any applicable restrictions relating to persons resident in
Restricted Jurisdictions, on Moss Bros's website at
https://corp.moss.co.uk/ and on Bidco's website at
www.brigadieruk.co.uk by no later than 12.00 noon on the Business
Day following the date of publication of this announcement. For the
avoidance of doubt, save as expressly referred to in this
announcement, the contents of those websites are not incorporated
into and do not form part of this announcement
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
OUPEAEKFFESEEFA
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June 11, 2020 06:08 ET (10:08 GMT)
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