FUL The Fulham Shore Plc

TIDMFUL

RNS Number : 6402F

Fulham Shore PLC (The)

11 July 2023

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

11 July 2023

RECOMMED CASH ACQUISITION

OF

THE FULHAM SHORE PLC ("FULHAM SHORE")

BY

GREAT SEA KITCHENS LIMITED ("BIDCO")

a newly-incorporated company established on behalf of TORIDOLL Holdings Corporation

to be implemented by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes effective

On 5 April 2023, Fulham Shore and Bidco announced that their respective boards had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco, a newly-incorporated company established on behalf of TORIDOLL Holdings Corporation ("TORIDOLL"), would acquire the entire issued and to be issued share capital of Fulham Shore (the "Acquisition"). The Acquisition has been effected by means of a Court-sanctioned scheme of arrangement between Fulham Shore and relevant Fulham Shore Shareholders under Part 26 of the Companies Act (the "Scheme").

Capitalised terms used in this announcement shall, unless otherwise defined, have the meanings set out in Part Eight of the Scheme Document.

Further to the announcement made by Fulham Shore on 7 July 2023 that the Court had sanctioned the Scheme, Fulham Shore and Bidco are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies earlier today, the Scheme has now become Effective and, accordingly, Bidco is now the owner of all the Scheme Shares. As soon as possible following the date of this announcement, Bidco will be re-registered as a private limited company and renamed "Fulham Shore Group Limited".

Settlement

Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on 10 July 2023, will receive 14.15 pence in cash for each Scheme Share.

The latest date for the dispatch of cheques to Scheme Shareholders and settlement through CREST for Consideration due under the terms of the Scheme is 25 July 2023.

As a result of the Scheme having become Effective, share certificates in respect of Fulham Shore Shares have ceased to be valid evidence of title and entitlements to Fulham Shore Shares held in uncertificated form in CREST have been cancelled.

Suspension and cancellation of admission to trading on AIM

Dealings in Fulham Shore Shares were suspended with effect from 7.30 a.m. today. An application has been made to the London Stock Exchange for the cancellation of the admission to trading of the Fulham Shore Shares on AIM, which is expected to take effect from 7.00 a.m. on 12 July 2023.

Dealing disclosures

Fulham Shore is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Shareholder Helpline

If you have any questions relating to this announcement please contact Fulham Shore's Registrars on +44 (0) 370 703 6004. The line is open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday, excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Fulham Shore's Registrars cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

Enquiries:

 
 Peel Hunt LLP (Financial Adviser to           Tel: +44 (0) 20 7418 
  Bidco, TORIDOLL and Capdesia)                                8900 
 Michael Nicholson 
  George Sellar 
  Rebecca Bankhead 
 Fulham Shore                                  Tel: +44 (0) 20 3026 
                                                               8129 
 David Page 
  Nick Wong 
 Singer Capital Markets (Rule 3 adviser,       Tel: +44 (0) 207 496 
  Nominated Adviser and Broker to Fulham                       3000 
  Shore) 
 Shaun Dobson 
  James Moat 
  Asha Chotai 
 Rothschild & Co (Rule 3 adviser to Fulham     Tel: +44 (0) 207 280 
  Shore)                                                       5000 
 Edward Duckett 
  Simon Cope-Thompson 
  Jamie Hutton 
 Hudson Sandler - Financial PR to Fulham       Tel: +44 (0) 207 796 
  Shore                                                        4133 
 Alex Brennan 
 

Winston & Strawn London LLP is providing legal advice to TORIDOLL, Capdesia and Bidco.

Marriott Harrison LLP is providing legal advice to Fulham Shore.

Important notices

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Bidco and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Bidco for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt 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 Peel Hunt in connection with the matters referred to in this announcement, or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and nominated adviser to Fulham Shore and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Fulham Shore for providing the protections afforded to clients of Singer Capital Markets nor for providing advice in connection with the matters referred to herein. Neither Singer Capital Markets 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 Singer Capital Markets in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Fulham Shore and no one else in connection with the Acquisition or any matters referred to in in this Announcement. In connection with such matters, Rothschild & Co, its affiliates and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Fulham Shore for providing the protections afforded to their clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to in this Announcement or owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than Fulham Shore in connection with the matters referred to in this Announcement, or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the offer document containing any Takeover Offer) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the resolutions proposed in connection with the Acquisition. Any approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the offer document containing any Takeover Offer).

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, the Takeover Code and the AIM Rules and 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 the United Kingdom. Nothing in this Announcement should be relied on for any other purpose.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

This Announcement does not constitute a prospectus or prospectus exempted document.

No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own adviser in connection with such matters.

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July 11, 2023 04:20 ET (08:20 GMT)