TIDMFLTA
RNS Number : 1953E
Filta Group Holdings PLC
09 March 2022
Filta Group Holdings plc
("Filta")
Proposed cancellation of trading on AIM
The Board of Filta (the "Board") notes the announcement on 9
March 2022 by Franchise Brands plc ("Franchise Brands") that its
recommended all-share offer to acquire the entire issued and to be
issued ordinary share capital of Filta (the "Offer") has become
unconditional as to acceptances.
Franchise Brands has acquired, or agreed to acquire, Filta
Shares representing in excess of 75 per cent. of the voting rights
of Filta exercisable at a general meeting of Filta. Accordingly, at
the request of Franchise Brands, and as set out in the Offer
Document dated 18 February 2022, the Board has applied for the
cancellation of admission to trading on AIM of Filta Shares (the
"Delisting"). It is anticipated that the cancellation of listing
and trading will take effect on or shortly after 7.00 a.m. on 24
March 2022.
The Delisting will significantly reduce the liquidity and
marketability of any Filta Shares not acquired by Franchise Brands
and the Board, therefore, recommends that Filta Shareholders who
have not already accepted the Offer accept the Offer as soon as
possible. The procedure for acceptance of the Offer is set out in
the Offer Document.
The Offer remains subject to admission to trading on AIM of the
New Franchise Brands Shares allotted pursuant to the Offer and as
such has not yet been declared wholly unconditional.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Offer
Document.
For further information:
Filta Group Holdings plc
Jason Sayers, Chief Executive Officer +1 407 996 5550
Brian Hogan, Chief Financial Officer
Cenkos Securities
Stephen Keys, Camilla Hume +44(0) 20 7397 8900
Callum Davidson
Yellow Jersey PR +44 7747 788 221
Charles Goodwin
Henry Wilkinson
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 (as defined in the Code) 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 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
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 (as
defined in the Code).
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% 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 Bidder 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 Bidder 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
Pursuant to Rule 26.1 of the Code, a copy of this announcement
and other documents in connection with the Offer will, subject to
certain restrictions, be available for inspection on Filta's
website at https://filtaplc.com/investor-relations no later than 12
noon (London time) on the business day following this announcement.
The contents of the websites referred to in this announcement are
not incorporated into, and do not form part of, this
announcement.
Information relating to Filta Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Filta Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Filta may be provided to Franchise Brands
during the Offer Period as required under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c).
Hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this announcement in hard copy form by writing to
Brian Hogan at The Locks, Hillmorton, Rugby, Warwickshire, CV21
4PP. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Offer should be in hard copy form.
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END
MSCEAFDNEEPAEFA
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March 09, 2022 06:30 ET (11:30 GMT)
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