TIDMTED TIDMTTM
RNS Number : 4283D
Ted Baker PLC
19 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM
ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
19 October 2022
RECOMMED FINAL CASH OFFER
for
Ted Baker plc
by
ABG-Robin BidCo (UK) Limited
(a newly incorporated entity wholly-owned by Authentic Brands
Group, LLC)
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 16 August 2022, the board of directors of Ted Baker plc ("Ted
Baker") and Authentic Brands Group, LLC ("ABG") announced their
agreement on the terms of a recommended final cash offer by
ABG-Robin BidCo (UK) Limited ("Bidco") (a newly incorporated entity
wholly-owned by ABG) for the entire issued and to be issued share
capital of Ted Baker (the "Acquisition"). The Acquisition is to be
effected by means of a Court approved scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme").
On 29 September 2022, the Scheme was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
Resolution to implement the Scheme was approved by the requisite
majority of Ted Baker Shareholders at the General Meeting.
Ted Baker is pleased to announce that the High Court of Justice
in England and Wales has today made an order sanctioning the Scheme
under section 899 of the Companies Act 2006.
NEXT STEPS
The Scheme shall become Effective upon the delivery of a copy of
the Scheme Court Order to the Registrar of Companies, which is
expected to occur on 21 October 2022.
The last day for dealings in, and for registration of transfers
of, and disablement in CREST of, Ted Baker Shares will be 20
October 2022 and the Scheme Record Time will be 6:00 p.m. 20
October 2022. Scheme Shareholders on the Ted Baker register of
members at the Scheme Record Time will, upon the Scheme becoming
Effective, be entitled to receive 110 pence in cash for each Scheme
Share held. Listing of Ted Baker Shares on the Official List and
dealings in Ted Baker Shares on the London Stock Exchange are each
expected to be suspended with effect from 7:30 a.m. on 21 October
2022.
It is expected that, subject to the Scheme becoming Effective on
21 October 2022, the listing of Ted Baker Shares on the Official
List will be cancelled and that Ted Baker Shares will cease to be
admitted to trading on the London Stock Exchange's Main Market for
listed securities with effect from 8.00 a.m. on 24 October
2022.
A further announcement will be made when the Scheme becomes
Effective.
All times shown are London times unless otherwise stated. All
dates and times are based on Ted Baker's and Bidco's current
expectations and are subject to change. If any of the dates and/or
times in this timetable change, the revised dates and/or times will
be notified to Ted Baker Shareholders by announcement through a
Regulatory Information Service, with such announcement being made
available on ABG's and Ted Baker's websites at
www.authenticbrands.com and www.tedbakerplc.com respectively.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document dated 2 September 2022.
Enquiries:
Ted Baker plc +44 (0) 20 7255 4800
Rachel Osborne (Chief Executive Officer)
Marc Dench (Chief Financial Officer)
Evercore (Financial Adviser to Ted Baker) +44 (0) 20 7653 6000
Ed Banks
Julien Baril
Blackdown Partners (Financial Adviser to Ted Baker) +44 (0) 20 3807 8484
Peter Tracey
Tom Fyson
Liberum (Joint Broker to Ted Baker) +44 (0) 20 3100 2000
Richard Crawley
Jamie Richards
Panmure (Joint Broker to Ted Baker) +44 (0) 20 7886 2500
Oliver Cardigan
Rupert Dearden
Tulchan Communications (Public Relations Adviser to Ted Baker)
+44 (0) 20 7353 4200
Jonathan Sibun
Jessica Reid
Authentic Brands Group, LLC
Natasha Fishman (Chief Communications Officer) +1 718 637 4247
Haley Steinberg (SVP, PR & Corporate Communications) +1 814 882 2913
BofA Securities (Financial Adviser to ABG) +44 (0) 20 7628
1000
Eamon Brabazon
Joshua Maguire
Geoff Iles
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to
Ted Baker in connection with the Acquisition.
Slaughter and May is acting as legal adviser to ABG and Bidco in
connection with the Acquisition.
Important notices relating to financial advisers
Merrill Lynch International ("BofA Securities"), a subsidiary of
Bank of America Corporation, which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively
for ABG and Bidco in connection with the matters set out in this
announcement and for no one else and will not be responsible to
anyone other than ABG and Bidco for providing the protections
afforded to its clients or for providing advice in relation to the
subject matter of this announcement or any other matters referred
to in this announcement. Neither BofA Securities, nor any of its
affiliates, owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of BofA Securities in connection with this announcement, any
statement contained herein or otherwise.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
UK, is acting exclusively as financial adviser to Ted Baker and no
one else in connection with the matters described in this
announcement and will not be responsible to anyone other than Ted
Baker for providing the protections afforded to clients of Evercore
nor for providing advice in connection with the matters referred to
herein. Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Evercore in connection with this announcement, any statement
contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000 and
successor legislation, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any
of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Ted Baker or the matters described
in this announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this announcement or any statement contained
herein.
Blackdown Partners Limited ("Blackdown"), which is authorised
and regulated by the Financial Conduct Authority in the UK, is
acting exclusively as financial adviser to Ted Baker and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than Ted Baker for
providing the protections afforded to clients of Blackdown nor for
providing advice in connection with the matters referred to herein.
Neither Blackdown nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Blackdown in connection with this announcement, any statement
contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Blackdown by the Financial Services and Markets Act 2000, or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable,
neither Blackdown nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this
announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this announcement, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with Ted Baker or the
matters described in this announcement. To the fullest extent
permitted by applicable law, Blackdown and its affiliates
accordingly disclaim all and any responsibility or liability
whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have in respect of this
announcement or any statement contained herein.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Ted Baker and for no one else in
connection with the subject matter of this announcement and will
not be responsible to anyone other than Ted Baker for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement. Neither
Liberum nor any of its affiliates, directors, officers, employees,
advisers or agents owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Liberum in connection with this announcement, any
statement contained herein or otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Ted Baker and no one else
in connection with the subject matter of this announcement and will
not be responsible to anyone other than Ted Baker for providing the
protections afforded to clients of Panmure Gordon nor for providing
advice in relation to the subject matter of this announcement.
Neither Panmure Gordon nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Panmure Gordon in connection
with this announcement, any statement contained herein or
otherwise.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer,
invitation or the solicitation of any 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, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Ted Baker
in any jurisdiction in contravention of applicable law.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Overseas jurisdictions
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.
The availability of the Acquisition to Ted Baker Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in, or citizens of, the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Ted Baker Shares with respect to the Scheme at the Court Meeting,
or to execute and deliver forms of proxy appointing another to vote
at the Court Meeting on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located. Any
failure to comply with the applicable 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 English law and the 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. The Acquisition is
subject to the applicable requirements of the Code, the Panel, the
London Stock Exchange and the FCA.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, in whole or in part, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Copies of this announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, 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 or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notice to US Ted Baker Shareholders
The Acquisition relates to the shares of an English company and
is being implemented by means of a scheme of arrangement provided
for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to disclosure and
procedural requirements and practices applicable in the United
Kingdom to schemes of arrangement, which differ from the disclosure
and procedural requirements of the United States tender offer and
proxy solicitation rules.
The financial information included in this announcement and the
Scheme Document has been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may
not be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of cash pursuant to the Acquisition by a US holder
of Ted Baker Shares as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may 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 Ted Baker
Shareholder is therefore urged to consult his or her independent
legal, tax and financial advisers in connection with making a
decision regarding the Acquisition.
It may be difficult for US holders of Ted Baker Shares to
enforce their rights and any claims arising out of US federal laws,
since Bidco and Ted Baker are each located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of non-US jurisdictions. US holders of Ted Baker
Shares 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 accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, Ted Baker Shares outside of the United States, other than
pursuant to the Acquisition, until the date on which the Scheme
becomes Effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law,
including the US Exchange Act. Any information about such purchases
will be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com .
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by ABG, Bidco and Ted
Baker contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
ABG, Bidco and/or Ted Baker (as applicable) about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on ABG, Bidco and Ted Baker, the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although ABG,
Bidco and/or Ted Baker (as applicable) believe that the
expectations reflected in such forward-looking statements are
reasonable, ABG, Bidco and Ted Baker can give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will
occur in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to complete the Acquisition;
the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of the other Conditions on the
proposed terms; changes in local or global political and economic
conditions; changes in consumer habits and preferences; legal or
regulatory developments and changes; changes in supervisory
expectations or requirements; changes in the business, competitive
or market environments or forces; changes in the behaviour of other
market participants; changes future exchange or interest rates;
weak, volatile or illiquid capital and/or credit markets; changes
in tax rates; the outcome of any litigation; the impact of any
future business acquisitions, disposals, combinations or similar
transactions; competitive product or pricing pressures; the
relative success of business or operating initiatives; and changes
in the level of capital investment. Other unknown or unpredictable
factors could cause actual results to differ materially from those
expected, estimated or projected in the forward-looking statements.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves 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 ABG, Bidco nor Ted Baker, 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 announcement will actually occur. Given the risks and
uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory
obligations (including, where applicable, under the Listing Rules
and the Disclosure and Transparency Rules of the FCA), neither ABG,
Bidco nor Ted Baker is under any obligation, and ABG, Bidco and Ted
Baker expressly disclaim any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Disclosure requirements of the City 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 pm (London time) on the 10(th) business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) 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 pm
(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 Takeover 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.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Ted Baker's website at www.
tedbakerplc .com and ABG's website at www. www.authenticbrands.com
. For the avoidance of doubt, the contents of those websites are
not incorporated into and do not form part of this
announcement.
You may request a hard copy of this announcement and all
information incorporated into this announcement by reference to
another source by contacting Link Group during business hours on
+44 (0) 371 664 0300 (for Ted Baker Shareholders) or by submitting
a request in writing to Link Group at 10th Floor, Central Square,
29 Wellington Street, Leeds LS1 4DL. If you have received this
announcement in electronic form, copies of this announcement and
any document or information incorporated by reference into this
announcement will not be provided unless such a request is
made.
This information is provided by RNS, the news service of the
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Kingdom. Terms and conditions relating to the use and distribution
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END
SOABKCBDKBDDFKD
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