TIDMTED
RNS Number : 1110W
Authentic Brands Group LLC
16 August 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
16 August 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)
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of directors of Authentic Brands Group, LLC
("ABG") and Ted Baker plc ("Ted Baker") announce that they have
reached 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) to acquire the entire issued and to be issued
share capital of Ted Baker. It is intended that the Acquisition
will be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act.
-- Under the terms of the Acquisition, Ted Baker Shareholders will be entitled to receive:
110 pence in cash for each Ted Baker Share (the "Cash
Consideration")
-- The Acquisition values Ted Baker's existing issued and to be
issued ordinary share capital at approximately GBP211 million and
the price of 110 pence per Ted Baker Share represents a premium of
approximately:
-- 18.2 per cent. to Ted Baker's share price of 93.10 pence at
close of business on 15 August 2022, being the last Business Day
before the date of this announcement; and
-- 11.4 per cent. to Ted Baker's share price of 98.75 pence at
close of business on 17 March 2022, being the last Business Day
before the Offer Period commenced.
-- The Cash Consideration is final and will not be improved or
revised, except that Bidco reserves the right to improve or revise
the Cash Consideration if there is an announcement on or after the
date of this announcement of an offer, possible offer or firm
intention to make an offer for Ted Baker by a third party offeror
or potential offeror other than ABG or Bidco.
-- If, on or after the date of this announcement and before the
Effective Date, any dividend, distribution or other return of value
on the shares is announced, declared, made or paid by Ted Baker or
becomes payable by Ted Baker in respect of the Ted Baker Shares,
Bidco reserves the right to reduce the consideration payable under
the terms of the Acquisition for the Ted Baker Shares by an amount
up to the aggregate amount of such dividend and/or distribution
and/or return of value on the shares. In such circumstances, Ted
Baker Shareholders would be entitled to receive and retain any such
dividend and/or distribution and/or return of value on the
shares.
Recommendation
-- The directors of Ted Baker, who have been so advised by
Evercore and Blackdown as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice, Evercore and Blackdown have
taken into account the commercial assessments of the directors of
Ted Baker.
-- Accordingly, the directors of Ted Baker intend unanimously to
recommend that Ted Baker Shareholders vote in favour of the Scheme
at the Court Meeting and the Resolutions to be proposed at the
General Meeting as they have irrevocably undertaken to do in
respect of their own beneficial holdings of Ted Baker Shares
(and/or those Ted Baker Shares over which they have control)
comprising 101,056 Ted Baker Shares in aggregate, which represent
approximately 0.1 per cent. of the issued share capital of Ted
Baker on 15 August 2022 (being the last Business Day before the
date of this announcement).
-- Bidco and/or ABG has received irrevocable undertakings to
vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or in the event
that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of such offer) from certain Ted Baker
Shareholders, including the directors of Ted Baker, in respect of
their entire beneficial holdings of Ted Baker Shares (and/or those
Ted Baker Shares over which they have control or the ability to
control) comprising 93,658,711 Ted Baker Shares in aggregate, which
represent approximately 50.7 per cent. of the issued share capital
of Ted Baker on 15 August 2022 (being the last Business Day before
the date of this announcement).
-- Further details of these irrevocable undertakings are set out
in paragraph 6 of, and Appendix 3 to, this announcement.
Background to and reasons for the Acquisition
-- ABG believes Ted Baker is a distinctive British lifestyle
brand with a rich, authentic heritage and strong worldwide customer
recognition. As a leading global brand management company, ABG
believes it will be a good custodian of the Ted Baker brand and is
well positioned to accelerate its growth and enhance its value.
-- ABG intends to use its global network of established
operating partners with deep industry expertise, together with its
business model that combines leading brand management capabilities,
to enhance Ted Baker's revenue and profitability across merchandise
categories and geographic regions as it has for other acquired
brands including Reebok, Brooks Brothers, Nautica, and Eddie
Bauer.
-- ABG believes that Ted Baker is better suited to private
ownership, as this will facilitate a restructuring of the business
in order to maximise its future potential.
-- After completion of the Acquisition, ABG intends to separate
the Ted Baker business into: (i) an intellectual property holding
company which would remain controlled by ABG; and (ii) one or more
operating companies which would manage the physical retail,
e-commerce and wholesale operations of the Ted Baker business. ABG
intends to explore options to transfer full or partial ownership
and control of some or all of such operating companies to partners
with established operating businesses.
-- In particular, ABG believes there are significant growth
opportunities for the Ted Baker brand in North America given the
Ted Baker brand's strong consumer recognition in this market. ABG
owns 50 per cent. of SPARC Group LLC ("SPARC") a North American
retail, e-commerce and wholesale operating joint venture alongside
Simon Property Group, a leading owner and operator of regional
shopping malls and outlet centres in North America. SPARC operates
approximately 1,660 stores in North America and has substantial
e-commerce and wholesale activities. Whilst detailed intentions and
plans have not yet been formulated, in order to accelerate growth
and provide operating economies of scale, one of the options which
ABG may explore is the potential to enter into formal discussions
to seek to combine Ted Baker Operations in North America with those
of SPARC.
Information relating to ABG and Bidco
-- ABG is a leading global brand management company
headquartered in New York, which owns, manages, and seeks to
elevate the long-term value of a global portfolio of brands. During
the past twelve years, ABG has acquired majority ownership
interests in over 50 consumer and entertainment brands.
-- From Reebok to Nautica, Eddie Bauer to Spyder, and David
Beckham to Sports Illustrated, ABG's brands span the fashion &
lifestyle, active & outdoor, celebrity & entertainment, and
sports sectors. Through over 300,000 points of sale and over 8,500
retail stores and shop-in-shops, its brands collectively generate
over $21 billion in annual global retail sales.
-- Bidco is a private limited company registered in England and
Wales and incorporated on 11 August 2022. Bidco was established for
the purposes of making the Acquisition and is an indirect
wholly-owned subsidiary of ABG.
Timetable and conditions
-- It is intended that the Acquisition will be implemented by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act (although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer, subject to the consent of
the Panel and the terms of the Co-operation Agreement).
-- The Acquisition will be put to Ted Baker Shareholders at the
Court Meeting and General Meeting. The Court Meeting and the
General Meeting are required to enable Ted Baker Shareholders to
consider, and if thought fit, to vote in favour of the Scheme and
the Resolutions to implement the Scheme. In order to become
Effective, the Scheme must be (i) approved by a majority in number
representing not less than 75 per cent. in value of Scheme
Shareholders (or each of the relevant classes thereof, if
applicable) present and voting and entitled to vote, either in
person or by proxy, at the Court Meeting (and at any separate class
meeting which may be required or any adjournment thereof), and (ii)
sanctioned by the Court without modification or with modification
on terms acceptable to ABG and Ted Baker. In addition, at the
General Meeting to implement the Scheme, the Resolutions must be
passed by the requisite majority or majorities of Ted Baker
Shareholders. The General Meeting will be held immediately after
the Court Meeting.
-- The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and the expected timetable and will specify the action to be taken
by Scheme Shareholders. It is expected that the Scheme Document,
containing further information about the Acquisition and notices of
the Court Meeting and General Meeting together with the Forms of
Proxy, will be sent to Ted Baker Shareholders and (for information
only) participants in the Ted Baker Share Plans as soon as
practicable and, in any event, within 28 days of the date of this
announcement (or such later date as may be agreed between Bidco and
Ted Baker with the consent of the Panel).
-- Subject, among other things, to the satisfaction or waiver of
the Conditions, it is expected that the Scheme will become
Effective during the fourth quarter of 2022.
Comments on the Acquisition
-- Commenting on today's announcement, Jamie Salter, Founder,
Chairman and CEO of ABG said:
"Ted Baker is a highly regarded, uniquely British brand whose
strong fashion credibility resonates with consumers around the
world. We are excited to build on the brand's global foundation
through a business model focused on licensing, wholesale, retail,
digital and strategic marketing partnerships. Under ABG's
ownership, we believe that Ted Baker is poised for continued growth
and success."
-- Commenting on today's announcement, Helena Feltham, Interim Chair of Ted Baker said:
"In April 2022, after receiving a number of unsolicited bid
proposals and having consulted with our major shareholders, the Ted
Baker Board decided to launch a formal sale process to evaluate
interest in the business. The process was thorough and attracted
global interest.
Today, we are announcing an all-cash offer from ABG. The Ted
Baker Board believes the offer, which is supported by Ted Baker
shareholders with a majority of shares, represents a fair value for
shareholders and balances the company's growth prospects with the
risks of the uncertain economic environment in which the business
is operating.
Ted Baker was founded by Ray Kelvin in 1987 and through
imagination, creativity, innovation and a rigorous focus on product
design and quality, it has grown into a unique British brand with a
strong global presence. The Ted Baker Board would like to recognise
and thank all those who have contributed to building the brand,
including the management team and Ted Baker teams across the
world.
The Ted Baker Board believes that ABG will be a strong and
supportive owner of the business. We are confident that with ABG's
experience, reach and investment, the Ted Baker brand will be
capable of achieving its long-term global potential ."
This summary should be read in conjunction with, and is subject
to, the full text of this announcement (including the Appendices).
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 and to the full terms and
conditions which will be set out in the Scheme Document. Appendix 2
contains the bases and sources of certain information contained in
this summary and the following announcement. Appendix 3 contains
details of the irrevocable undertakings received by Bidco and/or
ABG. Appendix 4 contains the definitions of certain terms used in
this summary and the following announcement.
The person responsible for making this announcement at Ted Baker
is Rishi Sharma, Group General Counsel and Company Secretary.
Enquiries
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
Ted Baker plc +44 (0) 20 7255 4800
Rachel Osborne (Chief Executive Officer)
Marc Dench (Chief Financial Officer)
Phil Clark (Investor Relations)
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
Slaughter and May is acting as legal adviser to ABG and Bidco in
connection with the Acquisition.
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to
Ted Baker in connection with the Acquisition.
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. The
Acquisition will be implemented solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer Document), which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any vote in respect
of, or other response in relation to, the Acquisition should be
made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer Document).
Ted Baker and Bidco urge Ted Baker Shareholders to read the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer Document) when it becomes
available because it will contain important information relating to
the Acquisition.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Disclaimers
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 document. 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 document. 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.
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 possible offer 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 possible offer or any other matters referred to in
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.
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 will
be 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. If the Acquisition is
implemented by way of Takeover Offer (unless otherwise permitted by
applicable law or regulation), the Takeover Offer may not be made,
directly or indirectly, in or into or by the use of the mails or
any other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of
a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Notice to US investors in Ted Baker
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. If, in the future, ABG exercises its
right to implement the Acquisition by way of a Takeover Offer and
determines to extend the offer into the United States, the Takeover
Offer will be made in compliance with applicable US securities laws
and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such Takeover Offer would be made in the
United States by Bidco and no one else.
The financial information included in this announcement and the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer Document) has been or will have
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
and/or Takeover Offer 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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as, or is to be
construed as, a profit forecast, profit estimate or quantified
benefits statement for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Ted Baker for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Ted Baker.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 one 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Ted Baker Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ted Baker may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 to the Code
to comply with Rule 2.11(c) of the Code.
Publication on website and hard copies
In accordance with Rule 26 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on ABG's website at www.authenticbrands.com and Ted
Baker's website at www.tedbakerplc.com . For the avoidance of
doubt, neither the contents of these websites nor the contents of
any websites accessible from any hyperlinks are incorporated into
or form part of this announcement.
Ted Baker Shareholders may request a hard copy of this
announcement by contacting Link Group during business hours on +44
(0) 371 664 0300 or by submitting a request in writing to Link
Group, at 10th Floor, Central Square, 29 Wellington Street, Leeds
LS1 4DL.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
General
If the Acquisition is effected by way of a Takeover Offer and
such Takeover Offer becomes or is declared unconditional and
sufficient acceptances are received, Bidco intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining Ted Baker
Shares in respect of which the Takeover Offer has not been
accepted.
Investors should be aware that Bidco may purchase Ted Baker
Shares otherwise than under any Takeover Offer or the Scheme,
including pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
16 August 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)
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of directors of Authentic Brands Group, LLC ("ABG")
and Ted Baker ("Ted Baker") announce that they have reached
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) to acquire the entire issued and to be issued
share capital of Ted Baker.
2. The Acquisition
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The purpose of the Scheme is to enable Bidco to
acquire the entire issued and to be issued share capital of Ted
Baker.
Under the terms of the Acquisition, which will be subject to the
Conditions and certain further terms set out in Appendix 1 to this
announcement and to the full terms and conditions which will be set
out in the Scheme Document, Ted Baker Shareholders will be entitled
to receive:
110 pence in cash for each Ted Baker Share (the "Cash
Consideration")
The price of 110 pence per Ted Baker Share represents a premium
of approximately:
-- 18.2 per cent. to Ted Baker's share price of 93.10 pence at
close of business on 15 August 2022, being the last Business Day
before the date of this announcement; and
-- 11.4 per cent. to Ted Baker's share price of 98.75 pence at
close of business on 17 March 2022, being the last Business Day
before the Offer Period commenced.
The Acquisition values Ted Baker's existing issued and to be
issued ordinary share capital at approximately GBP211 million.
The Cash Consideration is final and will not be improved or
revised, except that Bidco reserves the right to improve or revise
the Cash Consideration if there is an announcement on or after the
date of this announcement of an offer, possible offer or firm
intention to make an offer for Ted Baker by a third party offeror
or potential offeror other than ABG or Bidco.
If, on or after the date of this announcement and before the
Effective Date, any dividend, distribution or other return of value
on the shares is announced, declared, made or paid by Ted Baker or
becomes payable by Ted Baker in respect of the Ted Baker Shares,
Bidco reserves the right to reduce the consideration payable under
the terms of the Acquisition for the Ted Baker Shares by an amount
up to the amount of such dividend and/or distribution and/or return
of value on the shares. In such circumstances, Ted Baker
Shareholders would be entitled to receive and retain any such
dividend and/or distribution and/or return of value on the
shares.
In the event that the Acquisition is to be implemented by way of
a Takeover Offer, the Ted Baker Shares will be acquired pursuant to
the Takeover Offer fully paid and free from all liens, charges,
equitable interests, encumbrances and rights of pre-emption and any
other interests of any nature whatsoever and together with all
rights attaching thereto. Any new Ted Baker Shares issued and/or
transferred to Bidco pursuant to the Scheme will be issued and/or
transferred on the same basis.
3. Recommendation
The directors of Ted Baker, who have been so advised by Evercore
and Blackdown as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In
providing their advice, Evercore and Blackdown have taken into
account the commercial assessments of the directors of Ted
Baker.
Accordingly, the directors of Ted Baker intend unanimously to
recommend that Ted Baker Shareholders vote in favour of the Scheme
at the Court Meeting and the Resolutions to be proposed at the
General Meeting as they have irrevocably undertaken to do in
respect of their own beneficial holdings of Ted Baker Shares
(and/or those Ted Baker Shares over which they have control)
comprising 101,056 Ted Baker Shares in aggregate, which represent
approximately 0.1 per cent. of the issued share capital of Ted
Baker) on 15 August 2022 (being the last Business Day before the
date of this announcement).
Further details of these irrevocable undertakings, including the
circumstances in which they cease to be binding, are set out in
Appendix 3 .
4. Background to and reasons for the Acquisition
ABG believes Ted Baker is a distinctive British lifestyle brand
with a rich, authentic heritage and strong worldwide customer
recognition. As a leading global brand management company, ABG
believes it will be a good custodian of the Ted Baker brand and is
well positioned to accelerate its growth and enhance its value.
ABG intends to use its global network of established operating
partners with deep industry expertise, together with its business
model that combines leading brand management capabilities, to
enhance Ted Baker's revenue and profitability across merchandise
categories and geographic regions as it has for other acquired
brands including Reebok, Brooks Brothers, Nautica, and Eddie
Bauer.
ABG believes that Ted Baker is better suited to private
ownership, as this will facilitate a restructuring of the business
in order to maximise its future potential. ABG intends to separate
the Ted Baker business into: (i) an intellectual property holding
company which would remain controlled by ABG; and (ii) one or more
operating companies which would manage the physical retail,
e-commerce and wholesale operations of the Ted Baker business. ABG
intends to explore options to transfer full or partial ownership
and control of some or all of such operating companies to partners
with established operating businesses.
In particular, ABG believes there are significant growth
opportunities for the Ted Baker brand in North America given the
Ted Baker brand's strong consumer recognition in this market. ABG
owns 50 per cent. of SPARC Group LLC ("SPARC") a North American
retail, e-commerce and wholesale operating joint venture alongside
Simon Property Group, a leading owner and operator of regional
shopping malls and outlet centres in North America. SPARC operates
approximately 1,660 stores in North America and has substantial
e-commerce and wholesale activities. Whilst detailed intentions and
plans have not yet been formulated, in order to accelerate growth
and provide operating economies of scale, one of the options which
ABG may explore is the potential to enter into formal discussions
to seek to combine Ted Baker Operations in North America with those
of SPARC.
Further details of ABG's intentions regarding the future of the
Ted Baker business under its ownership are set out in paragraph 10
of this announcement.
5. Background to and reasons for the recommendation
On 4 April 2022, the Ted Baker Board announced that, in view of
the interest expressed by potential offerors and having consulted
its major shareholders, the Ted Baker Board had decided to conduct
an orderly process to establish whether there was a bidder prepared
to offer a value that would be considered attractive relative to
the standalone prospects of Ted Baker as a listed company.
Initial proposals were received based upon publicly available
information, with selected interested parties invited to progress
to the next phase of the process based on the attractiveness and
deliverability of their proposal. These interested parties were
given access to due diligence information on the business and a
presentation from management, after which Ted Baker received a
number of revised proposals. ABG was subsequently selected as the
preferred bidder to take forward into a process of confirmatory due
diligence.
Following a period of confirmatory due diligence, ABG informed
the Ted Baker Board that it did not intend to proceed with an offer
for Ted Baker. The decision not to proceed was not linked to any
findings of its due diligence review of Ted Baker but rather to the
deterioration in the wider macroeconomic environment in the period
since the launch of the sales process, which had affected ABG and
its potential operating partners' risk appetite and ABG's
willingness to proceed at the indicative value originally put
forward.
The Ted Baker Board reinitiated discussions with other parties.
ABG subsequently submitted a revised indicative proposal to effect
the Acquisition and the Ted Baker Board agreed to allow ABG a
period of further due diligence.
Having had discussions with a number of other parties, the Ted
Baker Board believes that the offer from ABG (as described in this
announcement) represents the most attractive and deliverable
proposal for Ted Baker and its shareholders.
In recommending the Acquisition, the Ted Baker Board has taken
into account a number of factors, including that:
-- the Acquisition provides an opportunity for Ted Baker
Shareholders to crystallise, in cash, their investment in Ted Baker
at a valuation that the Ted Baker Board considers fair in view of
the significant recent deterioration of the macro-economic
environment and outlook as well as the potential for an extended
period of recession in the UK;
-- the Acquisition price of 110 pence per Ted Baker Share
represents a premium of approximately 18.2 per cent. to Ted Baker's
share price of 93.10 pence at close of business on 15 August 2022
(being the last Business Day before the date of this announcement)
and a premium of approximately 11.4 per cent. to Ted Baker's share
price of 98.75 pence at close of business on 17 March 2022, being
the last Business Day before the Offer Period commenced;
-- the Acquisition has the full support of Ted Baker's largest
shareholders, Toscafund, Ray Kelvin, Schroders and Oasis, each of
whom has given an irrevocable undertaking to vote in favour of the
Scheme and the Resolutions (or, in the event that the Acquisition
is implemented by way of a Takeover Offer, to accept or procure
acceptance of such offer) in respect of their entire beneficial
holdings of Ted Baker Shares (and/or those Ted Baker Shares over
which they have control or the ability to control) comprising
93,557,655 Ted Baker Shares in aggregate, which represent
approximately 50.7 per cent. of the issued share capital of Ted
Baker on 15 August 2022 (being the last Business Day before the
date of this announcement);
-- the Ted Baker Board believes that ABG will be a good
custodian of the Ted Baker brand and that ABG's experience, reach
and support will help Ted Baker to achieve its long-term global
potential; and
-- the Ted Baker Board also believes ABG is well positioned to
accelerate Ted Baker's growth, benefitting employees, customers and
other stakeholders, and that there could be operational benefits
from the potential transfer of some or all of Ted Baker's
operations to regional operating partners.
The Ted Baker Board welcomes ABG's confirmation that, following
completion of the Acquisition, it intends to fully safeguard the
existing contractual and statutory employment and pension rights of
the management and employees of Ted Baker in accordance with
applicable law and does not intend to make any material changes to
the conditions of employment of the management and employees of Ted
Baker and its group companies. In particular, the Ted Baker Board
is pleased that ABG attaches great importance and value to the
skills, experience and commitment of the management and employees
of Ted Baker and recognises that the employees and management of
Ted Baker will be key to the success of Ted Baker going forward.
The Ted Baker Board also welcomes ABG's confirmation that, in
summary, it has no intention that the Acquisition will result in an
alteration of the retail footprint and places of business of Ted
Baker or a redeployment of the fixed assets of Ted Baker and,
whilst ABG controls Ted Baker UK, ABG intends to maintain Ted
Baker's corporate headquarters in London and does not expect any
material changes to Ted Baker's creative design capabilities which
constitute its research and development activities.
Further details of ABG's intentions regarding the future of the
Ted Baker business under its ownership are set out in paragraph 10
of this announcement.
Following careful consideration of the financial terms of the
Acquisition, the combination of value and certainty that the terms
of the Acquisition provide to shareholders, and the factors set out
above, the directors of Ted Baker intend unanimously to recommend
the Acquisition to Ted Baker Shareholders. The directors of Ted
Baker have irrevocably undertaken to vote in favour of the Scheme
at the Court Meeting and the Resolutions to be proposed at the
General Meeting in respect of their own beneficial holdings of Ted
Baker Shares (and/or those Ted Baker Shares over which they have
control) comprising 101,056 Ted Baker Shares in aggregate, which
represent approximately 0.1 per cent. of the issued share capital
of Ted Baker) on 15 August 2022 (being the last Business Day before
the date of this announcement).
Further details of the irrevocable undertakings described in
this paragraph 5 are set out in paragraph 6 of, and Appendix 3 to,
this announcement.
6. Irrevocable undertakings
Bidco and/or ABG has received irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting and the Resolutions to
be proposed at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or
procure acceptance of such offer) from certain Ted Baker
Shareholders, including the directors of Ted Baker, in respect of
their entire beneficial holdings of Ted Baker Shares (and/or those
Ted Baker Shares over which they have control or the ability to
control) comprising 93,658,711 Ted Baker Shares in aggregate, which
represent approximately 50.7 per cent. of the issued share capital
of Ted Baker on 15 August 2022 (being the last Business Day before
the date of this announcement).
The irrevocable undertakings from the directors of Ted Baker are
in respect of their entire beneficial holdings of Ted Baker Shares
(and/or those Ted Baker Shares over which they have control)
comprising 101,056 Ted Baker Shares in aggregate, which represent
approximately 0.1 per cent. of the issued share capital of Ted
Baker on 15 August 2022 (being the last Business Day before the
date of this announcement).
These undertakings also include irrevocable undertakings from
Toscafund, Ray Kelvin, Schroders and Oasis in respect of their
entire beneficial holdings of Ted Baker Shares (and/or those Ted
Baker Shares over which they have control or the ability to
control) comprising 93,557,655 Ted Baker Shares in aggregate, which
represent approximately 50.7 per cent. of the issued share capital
of Ted Baker on 15 August 2022 (being the last Business Day before
the date of this announcement).
In total, therefore, Bidco and/or ABG has received irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting (or in
the event that the Acquisition is implemented by way of a Takeover
Offer, to accept or procure acceptance of such offer) in respect of
93,658,711 Ted Baker Shares in aggregate, which represents
approximately 50.7 per cent. of the issued share capital of Ted
Baker on 15 August 2022 (being the last Business Day before the
date of this announcement). These irrevocable undertakings will
remain binding in the event that a higher competing offer for Ted
Baker is made.
Further details of these irrevocable undertakings, including the
circumstances in which they would cease to be binding, are set out
in Appendix 3 to this announcement.
7. Information relating to ABG and Bidco
ABG
ABG is a leading global brand management company, which owns,
manages, and seeks to elevate the long-term value of a global
portfolio of brands. During the past twelve years, ABG has acquired
majority ownership interests in over 50 consumer, lifestyle, media
and entertainment brands. From Reebok to Nautica, Eddie Bauer to
Spyder, and David Beckham to Sports Illustrated, ABG's brands span
the fashion & lifestyle, active & outdoor, celebrity &
entertainment, and sports sectors. Through over 300,000 points of
sale and over 8,500 retail stores and shop-in-shops, its brands
collectively generate over $21 billion in annual global retail
sales. ABG's acquisitions this year include Reebok and David
Beckham.
ABG also owns 50 per cent. of SPARC, a North American retail,
e-commerce and wholesale operating joint venture alongside Simon
Property Group, a leading owner and operator of regional shopping
malls and outlet centres in North America. SPARC operates
approximately 1,660 retail specialty and outlet stores in North
America and substantial e-commerce and wholesale businesses for
brands including Reebok, Eddie Bauer, Forever 21, Nautica, A é
ropostale, Lucky Brand and Brooks Brothers in North America. In
addition to SPARC, ABG's network of partners and leading licensees
operate over 7,000 licensed and/or franchised stores and
concessions around the world under ABG-owned brands. ABG believes
that it drives positive social and environmental impact at scale
through stakeholder education, sustainable initiatives,
purpose-driven partnerships and diversity, equality and inclusion
programs.
ABG was founded in New York in 2010 and operates through a
global network of offices including Los Angeles, Miami, London,
Shanghai, Mexico City and Toronto. ABG's European operations are
based in London. ABG currently has 355 employees globally, of whom
62 are in the UK. ABG generated revenue of approximately $696
million for the year ended 31 December 2021. ABG's significant
shareholders include BlackRock, CVC Capital Partners, HPS
Investment Partners, General Atlantic, Leonard Green &
Partners, Simon Property Group, GIC and Salter Investment Fund.
ABG's portfolio of brands includes Marilyn Monroe, Elvis
Presley, Muhammad Ali, Shaquille O'Neal, David Beckham, Dr. J, Greg
Norman, Neil Lane, Thalia, Sports Illustrated, Reebok, Eddie Bauer,
Spyder, Volcom, Airwalk, Nautica, Izod, Forever 21, A é ropostale,
Juicy Couture, Vince Camuto, Lucky Brand, Nine West, Jones New
York, Frederick's of Hollywood, Adrienne Vittadini, Van Heusen,
Arrow, Tretorn, Tapout, Prince, Vision Street Wear, Brooks
Brothers, Barneys New York, Judith Leiber, Herve Leger, Frye,
Hickey Freeman, Hart Schaffner Marx, Thomasville, Drexel and
Henredon.
Bidco
Bidco is a private limited company registered in England and
Wales and incorporated on 11 August 2022. Bidco was established for
the purposes of making the Acquisition and is an indirect
wholly-owned subsidiary of ABG. Bidco has not traded since its date
of incorporation, nor has it entered into any obligations other
than in connection with the Acquisition.
The current directors of Bidco are Kevin Clarke and Jay
Dubiner.
Further details in relation to Bidco will be contained in the
Scheme Document.
8. Information relating to Ted Baker
Ted Baker, which is listed on the premium segment of the Main
Market of the London Stock Exchange, is a global lifestyle brand
distributing across five continents through its three main
distribution channels: retail (including eCommerce), wholesale and
licensing.
Ted Baker has 370 stores and concessions worldwide, comprising
92 in the UK, 75 in Europe, 95 in North America, 97 in the Middle
East, Africa and Asia, and 11 in Australasia.
Ted Baker is a highly regarded British lifestyle brand with a
broad offering of accessibly priced personal luxury products for
multiple consumer groups in multiple categories. The brand has an
iconic visual identity and a strong brand code being known for
Britishness, optimism, humour and joy delivered with impactful
colour, bold print, an infectious charm and an always approachable
personality.
9. Financing
The cash consideration payable to Ted Baker Shareholders by
Bidco under the terms of the Acquisition will be financed from
ABG's existing cash resources.
BofA Securities, in its capacity as financial adviser to ABG and
Bidco, is satisfied that sufficient resources are available to
Bidco to satisfy in full the cash consideration payable to the Ted
Baker Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
10. Intentions of ABG
ABG believes Ted Baker is a distinctive British lifestyle brand
with a rich, authentic heritage and strong worldwide customer
recognition. As a leading global brand management company, ABG
believes it will be a good custodian of the Ted Baker brand and is
well positioned to accelerate its growth and enhance its value.
ABG intends to use its global network of established operating
partners with deep industry expertise, together with its business
model that combines leading brand management capabilities, to
enhance Ted Baker's revenue and profitability across merchandise
categories and geographic regions as it has for other acquired
brands including Reebok, Brooks Brothers, Nautica, and Eddie Bauer.
ABG believes that Ted Baker is better suited to private ownership,
as this will facilitate a restructuring of the business in order to
maximise its future potential.
After completion of the Acquisition, ABG intends to separate the
Ted Baker business (the "Separation") into:
-- an intellectual property holding company ("IPCo") which would
own and manage the worldwide licensing operations of the Ted Baker
brand and be responsible for its global marketing strategy. It is
intended that the IPCo will remain controlled by ABG; and
-- one or more operating companies which would manage the
physical retail, e-commerce and wholesale operations of the Ted
Baker business in the UK, Continental Europe, North America and
South Africa and the research and development activities of the Ted
Baker business in the UK (together, the "Ted Baker Operations").
ABG intends to explore options to transfer full or partial
ownership and control of some or all of the Ted Baker Operations to
partners with established operating businesses.
In particular, ABG believes there are significant growth
opportunities for the Ted Baker brand in North America given the
Ted Baker brand's strong consumer recognition in this market. ABG
owns 50 per cent. of SPARC Group LLC ("SPARC") a North American
retail, e-commerce and wholesale operating joint venture alongside
Simon Property Group, a leading owner and operator of regional
shopping malls and outlet centres in North America. SPARC operates
approximately 1,660 stores in North America and has substantial
e-commerce and wholesale activities. Whilst detailed intentions and
plans have not yet been formulated, in order to accelerate growth
and provide operating economies of scale, one of the options which
ABG may explore is the potential to enter into formal discussions
to seek to combine Ted Baker Operations in North America with those
of SPARC.
Prior to this Announcement and consistent with market practice,
ABG has been granted access to Ted Baker's senior management for
the purposes of confirmatory due diligence. However, because of the
constraints of the public offer process, ABG has not yet had access
to sufficiently detailed information to formulate advanced plans or
intentions regarding the impact of the acquisition of Ted Baker,
other than the intention to split the business of Ted Baker as
described above (the Separation). Whilst ABG has received
preliminary indications of interest from potential regional
operating partners regarding the Ted Baker Operations, it has not
entered into detailed discussions with any parties.
Other than as stated in this announcement, ABG does not intend
to make any substantial changes to its own business as a
consequence of the Acquisition, including in respect of the
continued employment of its current employees and management, its
current places of business, the location of its headquarters or
headquarters functions. Given the size of Ted Baker's business
relative to the size of ABG's business, ABG confirms that the
Acquisition will not impact its strategic plans for the ABG
business as a whole.
ABG intends to work with Ted Baker's management team to
undertake a detailed evaluation of the Ted Baker business (the
"Evaluation"). ABG expects the Evaluation will be completed within
approximately one to three months following completion of the
Acquisition. The Evaluation will include:
-- a review of Ted Baker's global and local marketing strategies
and the identification of opportunities to further develop the Ted
Baker brand;
-- a review of the strategy and objectives of the Ted Baker
brand globally including existing licensing and joint venture
arrangements (such as in Greater China, Australia, Japan and the
Middle East) and identification of future potential licensing
and/or partnership opportunities with the objective of driving
growth;
-- an evaluation of the operations, performance and prospects of
the Ted Baker Operations and central and regional support functions
of Ted Baker; and
-- an exploration of potential partnerships with regional
operating partners to take full or partial control of some or all
of the Ted Baker Operations with the objective of maximising
benefits of scale and improving profitability. The potential
operating partners may have intentions for the Ted Baker Operations
which differ from those of ABG.
Research and development
Ted Baker's creative design capabilities, which constitute Ted
Baker's research and development activities, are conducted by the
central hub for worldwide design which forms part of the Ted Baker
Operations in the UK ("Ted Baker UK"). Whilst ABG controls Ted
Baker UK, it does not expect any material changes to Ted Baker's
research and development activities. It should, however, be noted
that the evolving macro-economic situation may negatively impact
Ted Baker UK's near-term operational performance and therefore ABG
and/or Ted Baker UK may need to be agile to adapt their operational
strategy to the impact of the situation.
It is ABG's expectation that in the event of a transfer of
control of Ted Baker UK to a regional operating partner, Ted
Baker's research and development activities would be maintained by
that operating partner. However, whilst it cannot be known at this
stage, it is possible that the operating partner may seek to
combine Ted Baker's research and development activities with those
of its own in the event of a transfer of control of Ted Baker
UK.
Headquarters
Ted Baker's corporate headquarters form part of Ted Baker UK.
Whilst ABG controls Ted Baker UK, ABG intends to maintain Ted
Baker's corporate headquarters in London. In the event of any
transfer of control of Ted Baker UK to a regional operating
partner, there would be a range of possible outcomes which is
unknown at present. ABG recognises that, for example, a UK regional
operating partner may have an existing UK headquarters and may seek
to combine UK headquarters.
Places of business, management and employees and fixed
assets
ABG has no intention that the Acquisition will result in an
alteration of the retail footprint and places of business of Ted
Baker or a redeployment of the fixed assets of Ted Baker, nor does
ABG expect that the Acquisition would result in a change in the
balance of the skills and functions of Ted Baker employees or
management. Ted Baker regularly evaluates its portfolio of stores
in the ordinary course. It should, however, be noted that the
evolving macro-economic situation may negatively impact Ted Baker
UK's near-term operational performance and therefore ABG and/or Ted
Baker UK may need to be agile to adapt their operational strategy
to the impact of the situation.
As part of the Evaluation and pursuant to the Separation, ABG
(and where applicable, its regional operating partners) will review
the retail footprint and places of business of Ted Baker and, as a
result, locations of business may be consolidated or
repurposed.
ABG attaches great importance and value to the skills,
experience and commitment of the management and employees of Ted
Baker and recognises that the employees and management of Ted Baker
will be key to the success of Ted Baker going forward.
ABG anticipates that irrespective of the outcome of the
Evaluation, a number of Ted Baker corporate and support functions,
including PLC-related functions, will no longer be required
following completion of the Acquisition. The outcome of the
Evaluation may be a factor which informs ABG's approach to Ted
Baker's headcount in these support functions. Should any of the Ted
Baker Operations be combined with the operations of potential
regional operating partners, it would likely result in a reduction
of certain duplicate roles. It is not possible at this stage to
quantify the potential reduction in Ted Baker's headcount given the
range of potential outcomes of the Evaluation and the possible
change of control of Ted Baker Operations. The formulation,
finalisation and implementation of any proposals for restructuring,
integration and workforce reductions by ABG will be subject to
detailed and comprehensive planning. ABG will comply with
applicable law (including any information and consultation
obligations) in connection with any headcount reductions.
It is expected that all of the non-executive directors of Ted
Baker will resign as directors of Ted Baker with effect from
completion of the Acquisition.
Existing rights
ABG intends to fully safeguard the existing contractual and
statutory employment and pensions rights of the management and
employees of Ted Baker in accordance with applicable law and does
not intend to make any material changes to the conditions of
employment of the management and employees of Ted Baker and its
group companies.
Management incentivisation arrangements
ABG intends to review the management, governance and incentive
structure of Ted Baker. ABG has not entered into and has not held
any discussions on proposals to enter into any form of
incentivisation arrangements with members of Ted Baker's current
management team, but may put in place incentive arrangements for
certain members of Ted Baker's current management team following
completion.
Trading facilities
Ted Baker is currently listed on the Official List and, as set
out in paragraph 14, with effect on or shortly following the
Effective Date, ABG intends to make a request to the London Stock
Exchange to cancel trading in Ted Baker Shares and to the FCA to
cancel the listing of the Ted Baker Shares from the Official List,
in each case with effect from or shortly following the Effective
Date. ABG also intends to re-register Ted Baker as a private
limited company and for this to take effect as soon as practicable
on or following the Effective Date.
No statements in this paragraph 10 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Code.
11. Ted Baker Share Plans
Participants in the Ted Baker Share Plans will be contacted
regarding the effect of the Acquisition on their rights under the
Ted Baker Share Plans and provided with further details concerning
the proposals which will be made to them in due course. Details of
the proposals will be set out in the Scheme Document or, as the
case may be, the Takeover Offer Document and in separate letters to
be sent to participants in the Ted Baker Share Plans.
12. Offer-related arrangements
Confidentiality Agreement
ABG and Ted Baker have entered into a confidentiality agreement
dated 4 May 2022 (the "Confidentiality Agreement") pursuant to
which ABG has undertaken, amongst other things, to: (a) keep
confidential information relating to the Acquisition and Ted Baker
and not to disclose it to third parties unless permitted by the
terms of the Confidentiality Agreement; (b) use the confidential
information for the sole purpose of evaluating, negotiating,
advising upon or implementing the potential Acquisition; and (c)
promptly inform Ted Baker if ABG becomes aware that confidential
information has been disclosed to an unauthorised third party. With
certain exceptions, the confidentiality obligations will expire
upon the later of: (i) 24 months from the date of the
Confidentiality Agreement; and (ii) one year from the date on which
the Acquisition either lapses or is successfully completed.
The Confidentiality Agreement also contains certain undertakings
from ABG including an undertaking that, for a period of 12 months
from the date of the Confidentiality Agreement, ABG, its group
undertakings and (so far as ABG is reasonably able to do so) anyone
that ABG is acting in concert with shall not, without the prior
written consent of Ted Baker, acquire or offer to acquire any
interest in shares or other securities of Ted Baker (which
undertaking ceases as at the date of this announcement) and an
undertaking that, for a period of 24 months from the date of the
Confidentiality Agreement, ABG and its group undertakings shall
not, without Ted Baker's prior written consent, solicit certain
senior employees or officers, of Ted Baker, in each case subject to
customary carve-outs.
Co-operation Agreement
ABG, Bidco and Ted Baker entered into a co-operation agreement
dated 16 August 2022 (the "Co-operation Agreement") pursuant to
which ABG and Bidco have undertaken, amongst other things, to: (a)
use all reasonable endeavours to obtain the regulatory clearances
and from the relevant authorities in respect of the Acquisition;
(b) provide Ted Baker with information and assistance required in
connection with the preparation of the Scheme Document; and (c)
take steps to effect the implementation of the Acquisition.
ABG, Bidco and Ted Baker have agreed to certain undertakings to
co-operate and provide each other with reasonable information,
assistance and access in relation to the filings, submissions and
notifications to be made in relation to such regulatory clearances
and authorisations. ABG and Bidco have also agreed to provide Ted
Baker with reasonable information, assistance and access for the
preparation of the key shareholder documentation.
The Co-operation Agreement shall be terminated with immediate
effect if: (i) ABG, Bidco and Ted Baker so agree in writing prior
to the Effective Date; (ii) the Acquisition is, with the permission
of the Panel, withdrawn or lapses in accordance with its terms
prior to the Longstop Date; or (iii) the Scheme has not become
Effective in accordance with its terms by the Longstop Date.
Bidco has the right to terminate the Co-operation Agreement if:
(i) the Ted Baker Board withdraws its recommendation of the
Acquisition; (ii) a Competing Proposal (as defined in the
Co-operation Agreement) is recommended by the Ted Baker Board or
completes, becomes effective, or is declared or becomes
unconditional, as applicable; or (iii) any Condition is not
satisfied or waived or becomes incapable of satisfaction or waiver
(where such invocation has been permitted by the Panel) by the
Longstop Date.
The Co-operation Agreement records ABG's, Bidco's and Ted
Baker's intention to implement the Acquisition by way of the
Scheme, subject to the ability of ABG and Bidco to proceed by way
of a Takeover Offer with the consent of the Panel.
The Co-operation Agreement also contains provisions that will
apply in respect of the Ted Baker Share Plans and certain other
employee incentive arrangements.
13. Structure of the Acquisition
It is intended that the Acquisition will be implemented by means
of a Court-sanctioned scheme of arrangement between Ted Baker and
the Scheme Shareholders under Part 26 of the Companies Act. Bidco
reserves the right to effect the Acquisition by way of a Takeover
Offer, subject to the consent of the Panel and the terms of the
Co-operation Agreement.
The Scheme is an arrangement between Ted Baker and the Scheme
Shareholders. Under the Scheme, the Acquisition is to be achieved
by the transfer of the Scheme Shares held by Scheme Shareholders to
Bidco in consideration for which Scheme Shareholders will receive
the cash consideration on the basis set out in paragraph 2 above.
The procedure involves, among other things, a petition by Ted Baker
to the Court to sanction the Scheme. The purpose of the Scheme is
to enable Bidco to acquire the entire issued and to be issued share
capital of Ted Baker.
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 to this announcement and to the
full terms and conditions which will be set out in the Scheme
Document and will only become Effective if, among other things, the
following events occur on or before the Longstop Date (or such
later date as Bidco and Ted Baker may, with the consent of the
Panel, agree and, if required, the Court may approve):
-- the Scheme is approved by a majority in number representing
not less than 75 per cent. in value of Scheme Shareholders (or each
of the relevant classes thereof, if applicable) present and voting
and entitled to vote, either in person or by proxy, at the Court
Meeting (and at any separate class meeting which may be required or
any adjournment thereof);
-- the Resolutions are duly passed by the requisite majority or
majorities of Ted Baker Shareholders at the General Meeting;
-- following the Court Meeting and General Meeting, the Scheme
is sanctioned by the Court without modification (or with
modification on terms agreed in writing by Bidco and Ted Baker);
and
-- following such sanction, an office copy of the Scheme Court
Order is delivered to the Registrar of Companies.
Upon the Scheme becoming Effective: (i) it will be binding on
all Ted Baker Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting and/or the General Meeting
(and if they attended and voted, whether or not they voted in
favour); and (ii) share certificates in respect of Ted Baker Shares
will cease to be valid and entitlements to Ted Baker Shares held
within the CREST system will be cancelled.
Any Ted Baker Shares issued before the Scheme Record Time will
be subject to the terms of the Scheme. The Resolutions to be
proposed at the General Meeting will, amongst other matters,
provide that the Articles be amended to incorporate provisions
requiring any Ted Baker Shares issued after the Scheme Record Time
(other than to Bidco and/or its nominees) to be automatically
transferred to Bidco on the same terms as the Acquisition (other
than terms as to timings and formalities). The provisions of the
Articles (as amended) will avoid any person (other than Bidco and
its nominees) holding shares in the capital of Ted Baker after the
Effective Date.
If the Scheme does not become Effective on or before the
Longstop Date, it will lapse and the Acquisition will not proceed
(unless the Panel otherwise consents).
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting.
The Scheme Document will also contain the expected timetable for
the Acquisition and will specify the actions to be taken by Scheme
Shareholders. It is expected that the Scheme Document, together
with the Forms of Proxy, will be sent to Ted Baker Shareholders
and, for information only, to persons with information rights and
to holders of options and awards granted under the Ted Baker Share
Plans as soon as practicable and, in any event, within 28 days of
the date of this announcement (or such later date as may be agreed
between Bidco and Ted Baker with the consent of the Panel).
Subject, amongst other things, to the satisfaction or waiver of the
Conditions, it is expected that the Scheme will become Effective
during the fourth quarter of 2022.
14. Delisting, cancellation of trading and re-registration
It is intended that dealings in Ted Baker Shares will be
suspended at 5.00 p.m. London time on the Business Day prior to the
Effective Date. It is further intended that an application will be
made to the FCA for the cancellation of the listing of the Ted
Baker Shares on the Official List and to the London Stock Exchange
for the cancellation of trading of the Ted Baker Shares on its main
market for listed securities, in each case, with effect on or
shortly following the Effective Date.
It is expected that the last day of dealings in Ted Baker Shares
on the Main Market of the London Stock Exchange will be the
Business Day immediately prior to the Effective Date and no
transfers will be registered after 6.00 p.m. (London time) on that
date. It is also intended that Ted Baker be re-registered as a
private limited company and for this to take effect as soon as
practicable on or following the Effective Date.
15. Disclosure of interests in Ted Baker
Except for the irrevocable undertakings referred to in paragraph
6 above and save as disclosed below, as at close of business on 12
August 2022 (being the latest practicable date before the date of
this announcement), neither Bidco, nor any of its directors, nor,
so far as Bidco is aware, any person acting in concert (within the
meaning of the Code) with Bidco for the purposes of the
Acquisition:
-- had any interest in, or right to subscribe for, any relevant securities of Ted Baker; or
-- had any short position in relevant securities of Ted Baker,
including any short position under a derivative, any agreement to
sell, any delivery obligation or right to require another person to
purchase or take delivery of relevant securities of Ted Baker;
or
-- had borrowed or lent any relevant securities of Ted Baker or
entered into any financial collateral arrangements relating to
relevant securities of Ted Baker; or
-- was party to any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Code in
relation to relevant securities of Ted Baker.
Certain funds managed by the BlackRock Group hold approximately
26 per cent. of the shares in ABG and are therefore deemed to be
concert parties of ABG under the Code. As at the close of business
on 12 August 2022 (being the latest practicable date prior to the
date of this announcement), various index tracker funds managed by
the BlackRock Group held 2,240,777 ordinary shares in Ted Baker in
aggregate and the Panel has confirmed that holdings and dealings by
these index tracker funds have no consequences under Rules 4, 6, 9
or 11 of the Code. In addition, various funds managed by the
BlackRock Group have, in aggregate, lent 744,439 ordinary shares in
Ted Baker.
An "interest in" securities for these purposes arises, in
summary, when a person has long economic exposure, whether absolute
or conditional, to changes in the price of securities (and a person
who only has a short position in securities is not treated as
interested in those securities). In particular, a person will be
treated as having an "interest" by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to
securities.
It has not been possible for Bidco to make enquiries of all of
its concert parties in advance of the release of this announcement.
Therefore, if Bidco becomes aware, following the making of such
enquiries, that any of its other concert parties have any
additional interests in relevant securities of Ted Baker, all
relevant details in respect of Bidco's concert parties will be
included in Bidco's Opening Position Disclosure in accordance with
Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.
16. Consents
BofA Securities, Evercore, Blackdown, Liberum and Panmure have
each given and not withdrawn their consent to the publication of
this announcement with the inclusion herein of the references to
their names in the form and context in which they appear.
17. Documents published on a website
Copies of the following documents will, by no later than 12 noon
(London time) on the first Business Day following the date of this
announcement, be published on Ted Baker's website at
www.tedbakerplc.com and ABG's website at www.authenticbrands.com
until the end of the Offer Period:
-- this announcement;
-- the irrevocable undertakings described in paragraph 6 and listed in Appendix 3 ;
-- the Confidentiality Agreement referred to in paragraph 12 ;
-- the Co-operation Agreement referred to in paragraph 12 ; and
-- the consent letters from each of BofA Securities, Evercore,
Blackdown, Liberum and Panmure referred to in paragraph 16 .
For the avoidance of doubt, neither the contents of Ted Baker's
website, the contents of ABG's website nor the contents of any
websites accessible from any hyperlinks are incorporated into or
form part of this announcement.
18. General
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 and to the full terms and
conditions which will be set out in the Scheme Document. It is
expected that the Scheme Document, together with the Forms of
Proxy, will be published within 28 days of the date of this
announcement (or such later date as may be agreed between Bidco and
Ted Baker with the consent of the Panel).
Bidco reserves the right to elect (with the consent of the Panel
and subject to the terms of the Co-operation Agreement) to
implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In the circumstances set out in
paragraph C 2 of Appendix 1, the Takeover Offer will be implemented
on the same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme.
If the Acquisition is effected by way of a Takeover Offer and
such Takeover Offer becomes or is declared unconditional and
sufficient acceptances are received, Bidco intends to: (i) make a
request to the FCA to cancel the listing of the Ted Baker Shares
from the Official List; (ii) make a request to the London Stock
Exchange to cancel trading in Ted Baker Shares on the London Stock
Exchange's main market for listed securities; and (iii) exercise
its rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily the remaining Ted Baker
Shares in respect of which the Takeover Offer has not been
accepted.
The Scheme will be governed by English law and will be subject
to the jurisdiction of the courts of England and Wales. The Scheme
will be subject to the applicable requirements of the Code, the
Panel, the London Stock Exchange and the FCA.
Appendix 2 contains the bases and sources of certain information
contained in this announcement. Appendix 3 contains details of the
irrevocable undertakings received by Bidco and/or ABG. Appendix 4
contains the definitions of certain terms used in this
announcement.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities. Such offer will be
contained in the Scheme Document.
Enquiries
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
Ted Baker plc +44 (0) 20 7255 4800
Rachel Osborne (Chief Executive Officer)
Marc Dench (Chief Financial Officer)
Phil Clark (Investor Relations)
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 +44 (0) 20 7353 4200
Adviser to Ted Baker)
Jonathan Sibun
Jessica Reid
Slaughter and May is acting as legal adviser to ABG and Bidco in
connection with the Acquisition.
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to
Ted Baker in connection with the Acquisition.
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. The
Acquisition will be implemented solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer Document), which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any vote in respect
of, or other response in relation to, the Acquisition should be
made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer Document).
Ted Baker and Bidco urge Ted Baker Shareholders to read the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer Document) when it becomes
available because it will contain important information relating to
the Acquisition.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Disclaimers
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 document. 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 document. 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.
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 possible offer 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 possible offer or any other matters referred to in
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.
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 will
be 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. If the Acquisition is
implemented by way of Takeover Offer (unless otherwise permitted by
applicable law or regulation), the Takeover Offer may not be made,
directly or indirectly, in or into or by the use of the mails or
any other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of
a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Notice to US investors in Ted Baker
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. If. In the future, ABG exercises its
right to implement the Acquisition by way of a Takeover Offer and
determines to extend the offer into the United States, the Takeover
Offer will be made in compliance with applicable US securities laws
and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such Takeover Offer would be made in the
United States by Bidco and no one else.
The financial information included in this announcement and the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer Document) has been or will have
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
and/or Takeover Offer 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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as, or is to be
construed as, a profit forecast, profit estimate or quantified
benefits statement for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share, for Ted Baker for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Ted Baker.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 one 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Ted Baker Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Ted Baker may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 to the Code
to comply with Rule 2.11(c) of the Code.
Publication on website and hard copies
In accordance with Rule 26 of the Code. a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on ABG's website at www.authenticbrands.com and Ted
Baker's website at www.tedbakerplc.com. For the avoidance of doubt,
neither the contents of these websites nor the contents of any
websites accessible from any hyperlinks are incorporated into or
form part of this announcement.
Ted Baker Shareholders may request a hard copy of this
announcement by contacting Link Group during business hours on +44
(0) 371 664 0300 or by submitting a request in writing to Link
Group, at 10th Floor, Central Square, 29 Wellington Street, Leeds
LS1 4DL.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
General
If the Acquisition is effected by way of a Takeover Offer and
such Takeover Offer becomes or is declared unconditional and
sufficient acceptances are received, ABG intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining Ted Baker
Shares in respect of which the Takeover Offer has not been
accepted.
Investors should be aware that ABG may purchase Ted Baker Shares
otherwise than under any Takeover Offer or the Scheme, including
pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
Appendix 1
Conditions and Certain Further Terms of the Scheme and the
Acquisition
A. Conditions of the Scheme and the Acquisition
Longstop Date
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of
the Code, by no later than the Longstop Date.
Scheme approval
2. The Scheme will be conditional upon:
(i) (A) its approval by a majority in number representing not
less than 75 per cent. in value of Scheme Shareholders (or each of
the relevant classes thereof, if applicable) present and voting and
entitled to vote, either in person or by proxy, at the Court
Meeting (and at any separate class meeting which may be required
and any adjournment thereof); and (B) the Court Meeting (and any
separate class meeting which may be required and any adjournment
thereof) being held on or before the 22nd day after the expected
date of the Court Meeting to be set out in the Scheme Document in
due course (or such later date (if any) as Bidco and Ted Baker may
agree in writing, with the consent of the Panel and/or approval of
the Court, if such consent and/or approval is required);
(ii) (A) all Resolutions being duly passed by the requisite
majority or majorities of Ted Baker Shareholders at the General
Meeting; and (B) the General Meeting being held on or before the
22nd day after the expected date of the General Meeting to be set
out in the Scheme Document in due course (or such later date (if
any) as Bidco and Ted Baker may agree in writing, with the consent
of the Panel and/or approval of the Court, if such consent and/or
approval is required); and
(iii) (A) the sanction of the Scheme by the Court without
modification (or with modification on terms agreed in writing by
Bidco and Ted Baker) and the delivery of the office copy of the
Scheme Court Order to the Registrar of Companies; and (B) the
Scheme Court Hearing being held on or before the 22nd day after the
expected date of the Scheme Court Hearing to be set out in the
Scheme Document in due course (or such later date (if any) as Bidco
and Ted Baker may agree in writing, with the consent of the Panel
and/or approval of the Court, if such consent and/or approval is
required).
Antitrust approvals and clearances
3. In addition, subject as stated in Part B below and to the
requirements of the Panel, Bidco and Ted Baker have agreed that the
Acquisition will be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme Effective
will not be taken unless such Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:
(a) all filings having been made and any applicable waiting
period (including any extensions thereof or any time period set
forth in any timing agreements with the United States antitrust
authorities) under the Hart Scott Rodino Antitrust Improvements Act
of 1976 (as amended) and the regulations made thereunder relating
to the Acquisition has expired, lapsed or been terminated; and
(b) the UK Competition and Markets Authority (the "CMA") either:
(i) as at the date on which all other Conditions (with the
exception of the Conditions set out in paragraphs A . 1 . and A . 2
(iii) (A) of Part A of this Appendix 1 ) are satisfied or waived,
having responded to a briefing paper in writing that it has no
further questions in relation to the Acquisition, and not having
(A) opened an investigation into the Acquisition or (B) indicated
that it will open an investigation into the Acquisition (including,
for the avoidance of doubt, by providing the parties with the
option of submitting a merger notice, sending the parties an
enquiry letter or engaging in pre-notification discussions with the
parties (in each case in relation to the Acquisition)); or
(ii) where the CMA opens an investigation into the Acquisition,
confirming that the Acquisition will not be subject to a reference
under section 33 of the Enterprise Act 2002.
General Conditions
4. In addition, subject as stated in Part B below and to the
requirements of the Panel, Bidco and Ted Baker have agreed that the
Acquisition will be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme Effective
will not be taken unless such Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:
Official authorisations, regulatory clearances and Third Party
clearances
(a) all necessary filings or applications having been made in
connection with the Acquisition and all statutory or regulatory
obligations in any jurisdiction having been complied with in
connection with the Acquisition or the acquisition by any member of
the Wider ABG Group of any shares or other securities in, or
control of, Ted Baker and all authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences,
clearances, permissions, exceptions and approvals deemed necessary
or appropriate by Bidco or any member of the Wider ABG Group (in
each case acting reasonably) for or in respect of the Acquisition
(including, without limitation, its implementation and financing)
or the proposed direct or indirect acquisition of any shares or
other securities in, or control of, Ted Baker or any member of the
Wider Ted Baker Group by any member of the Wider ABG Group having
been obtained in terms and in a form satisfactory to Bidco from all
appropriate Third Parties or persons with whom any member of the
Wider Ted Baker Group has entered into contractual arrangements and
all such authorisations, orders, grants recognitions,
determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals necessary or appropriate to
carry on the business of any member of the Wider Ted Baker Group
remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or
intimation of any intention to revoke or not to renew any of the
same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
(b) no relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association, institution,
any entity owned or controlled by any relevant government or state,
or any other body or person whatsoever in any jurisdiction (each a
"Third Party") having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or having enacted, made or
proposed any statute, regulation, decision or order, or change to
published practice or having taken any other steps, and there not
continuing to be outstanding any statute, regulation, decision or
order, which in each case which would or would reasonably be
expected to:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider ABG Group or any member of the Wider Ted
Baker Group of all or any portion of their respective businesses,
assets or property or impose any limitation on the ability of any
of them to conduct their respective businesses (or any of them) or
to own any of their respective assets or properties or any part
thereof which, in any such case, is material in the context of the
Wider Ted Baker Group, or the Wider ABG Group, in either case taken
as a whole or in the context of the Acquisition (including, without
limitation, the financing of the Acquisition);
(ii) require, prevent or materially delay the divestiture by any
member of the Wider ABG Group of any shares or other securities in
Ted Baker;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider ABG Group directly
or indirectly to acquire or to hold or to exercise effectively any
rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent)
in any member of the Wider Ted Baker Group or the Wider ABG Group
or to exercise management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider ABG Group or of any member of
the Wider Ted Baker Group, in each case to an extent which is
material in the context of the Wider Ted Baker Group, or the Wider
ABG Group, in either case taken as a whole or in the context of the
Acquisition (including, without limitation, the financing of the
Acquisition);
(v) make the Scheme or the Takeover Offer or, in each case, its
implementation or the acquisition or proposed acquisition by Bidco
or any member of the Wider ABG Group of any shares or other
securities in, or control of Ted Baker void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise,
directly or indirectly, restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose additional conditions
or obligations with respect thereto, or otherwise challenge or
interfere therewith;
(vi) except pursuant to the implementation of the Acquisition,
require any member of the Wider ABG Group or the Wider Ted Baker
Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Ted Baker Group
or the Wider ABG Group owned by any third party;
(vii) impose any limitation on the ability of any member of the
Wider Ted Baker Group to co-ordinate its business, or any part of
it, with the businesses of any other members which is adverse to
and material in the context of the Wider Ted Baker Group, or the
Wider ABG Group, in either case taken as a whole or in the context
of the Acquisition (including, without limitation, the financing of
the Acquisition); or
(viii) result in any member of the Wider Ted Baker Group ceasing
to be able to carry on business under any name under which it
presently does so,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the
laws of any jurisdiction in respect of the Scheme or the Takeover
Offer or the acquisition or proposed acquisition of any Ted Baker
Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement etc.
(c) except as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Ted Baker Group is a party or by or
to which any such member or any of its assets may be bound,
entitled or subject, or any circumstance which in consequence of
the Acquisition or the proposed acquisition of any shares or other
securities (or equivalent) in Ted Baker or because of a change in
the control or management of Ted Baker or otherwise, would or would
reasonably be expected to result in any of the following to an
extent which is material and adverse in the context of the Wider
Ted Baker Group taken as a whole or in the context of the
Acquisition:
(i) any moneys borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any
such member, being or becoming repayable or capable of being
declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such member
to borrow moneys or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or adversely modified
or adversely affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;
(iii) any asset or interest of any such member being or falling
to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be
available to any such member otherwise than in the ordinary course
of business;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property, assets or interest of any such member otherwise than in
the ordinary course of business;
(v) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any
person, firm, company or body (or any arrangement or arrangements
relating to any such interest or business) being terminated,
adversely modified or affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation or acceleration of any material liability,
actual or contingent, by any such member other than in the ordinary
course of business,
and, except as Disclosed, no event having occurred which, under
any provision of any agreement, arrangement, licence, permit or
other instrument to which any member of the Wider Ted Baker Group
is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, would or would reasonably be
expected to result in any of the events or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this condition
above, in each case to an extent which is material in the context
of the Wider Ted Baker Group, or the Wider ABG Group, in either
case taken as a whole or in the context of the Acquisition;
Certain events occurring since 29 January 2022
(d) except as Disclosed, no member of the Wider Ted Baker Group
having, since 29 January 2022:
(i) save as between Ted Baker and wholly-owned subsidiaries of
Ted Baker or for Ted Baker Shares issued under or pursuant to the
exercise of options and vesting of awards granted under the Ted
Baker Share Plans, issued or agreed to issue, authorised or
proposed the issue of additional shares of any class;
(ii) save as between Ted Baker and wholly-owned subsidiaries of
Ted Baker or for the grant of options and awards and other rights
under the Ted Baker Share Plans, issued or agreed to issue,
authorised or proposed the issue of securities convertible into
shares of any class or rights, warrants or options to subscribe
for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the Ted Baker Group, prior
to the Acquisition becoming Effective, recommended, declared, paid
or made or proposed to recommend, declare, pay or make any
dividend, distribution or return of value on shares, whether
payable in cash or otherwise, or made any bonus issue;
(iv) save for intra-Ted Baker Group transactions and
transactions in the ordinary course of business, merged or demerged
with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including
shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger,
acquisition or disposal, transfer, mortgage, charge or security
interest, in each case, other than in the ordinary course of
business and, in each case, to an extent which is material in the
context of the Wider Ted Baker Group taken as a whole;
(v) save for intra-Ted Baker Group transactions, made or
authorised or proposed or announced an intention to propose any
change in its loan capital;
(vi) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Ted Baker Group
transactions), save in the ordinary course of business, incurred or
increased any indebtedness or become subject to any contingent
liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraphs (i) or (ii) above, made any other change to any part
of its share capital, in each case, to an extent which is material
in the context of the Wider Ted Baker Group taken as a whole or in
the context of the Acquisition;
(viii) save for intra-Ted Baker Group transactions and the
Acquisition, implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, merger, demerger,
amalgamation, scheme, commitment or other transaction or
arrangement otherwise than in the ordinary course of business;
(ix) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or magnitude or
which would or could reasonably be expected to involve an
obligation of such a nature or magnitude other than in the ordinary
course of business, and which is material in the context of the
Wider Ted Baker Group taken as a whole;
(x) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps
or had any legal proceedings started or threatened against it in
relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up, dissolution or reorganisation or for
the appointment of a receiver, administrative receiver,
administrator, manager, trustee or similar officer of all or any
part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed;
(xi) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider Ted
Baker Group or the Wider ABG Group other than of a nature and
extent which is normal in the context of the business
concerned;
(xii) made any material alteration to its memorandum or articles
of association or other incorporation documents;
(xiii) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xiv) waived or compromised any claim otherwise than in the
ordinary course of business, which is material in the context of
the Wider Ted Baker Group taken as a whole;
(xv) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or
proposed to, effect any of the transactions, matters or events
referred to in this paragraph 4 (d) ;
(xvi) (except in relation to changes made or agreed as a result
of, or arising from, applicable law or changes to applicable law)
made or agreed or consented to any change to:
(A) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Ted Baker Group
for its directors, employees or their dependents;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,
in each case, to an extent which is material in the context of
the Wider Ted Baker Group taken as a whole;
(xvii) save as agreed in writing by Bidco (and, if required, by
the Panel), proposed, agreed to provide or modified the terms of
any Ted Baker Share Plan or any other share option scheme,
incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Ted
Baker Group in a manner which is material in the context of the
Wider Ted Baker Group taken as a whole;
(xviii) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the
approval of Ted Baker Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Code; or
(xix) entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors or
senior executives of any members of the Wider Ted Baker Group;
No adverse change, litigation or regulatory enquiry
(e) except as Disclosed, since 29 January 2022:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
operational performance or prospects of any member of the Wider Ted
Baker Group which, in any such case, is material in the context of
the Wider Ted Baker Group taken as a whole or in the context of the
Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Ted Baker
Group is or may become a party (whether as a plaintiff, defendant
or otherwise) and no enquiry, review or investigation by, or
complaint or reference to, any Third Party or other investigative
body against or in respect of any member of the Wider Ted Baker
Group having been instituted, announced, implemented or threatened
by or against or remaining outstanding in respect of any member of
the Wider Ted Baker Group which in any such case is material in the
context of the Wider Ted Baker Group taken as a whole (or has had
or would reasonably be expected to have a material adverse effect
on the Wider Ted Baker Group taken as a whole);
(iii) no contingent or other liability of any member of the
Wider Ted Baker Group having arisen or become apparent to Bidco or
increased which has had or might reasonably be expected to have an
adverse effect on the Wider Ted Baker Group taken as a whole;
(iv) no member of the Wider Ted Baker Group having conducted its
business in breach of any applicable laws and regulations which is
material in the context of the Wider Ted Baker Group taken as a
whole; and
(v) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any
licence or permit held by any member of the Wider Ted Baker Group
which is necessary for the proper carrying on of its business and
the withdrawal, cancellation, termination or modification of which
has had, or would reasonably be expected to have, a material
adverse effect on the Wider Ted Baker Group taken as a whole or in
the context of the Acquisition;
No discovery of certain matters
(f) save as Disclosed, Bidco not having discovered:
(i) that any financial, business or other information concerning
the Wider Ted Baker Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider
Ted Baker Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to
make that information not misleading and which was not subsequently
corrected before the date of this announcement by Disclosure, in
each case, to an extent which is material in the context of the
Wider Ted Baker Group taken as a whole;
(ii) that any member of the Wider Ted Baker Group or
partnership, company or other entity in which any member of the
Wider Ted Baker Group has a significant economic interest and which
is not a subsidiary undertaking of Ted Baker is subject to any
liability (contingent or otherwise), in each case, to an extent
which is material in the context of the Wider Ted Baker Group taken
as a whole;
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of
the Wider Ted Baker Group and which is material in the context of
the Wider Ted Baker Group taken as a whole or in the context of the
Acquisition;
(iv) that any past or present member of the Wider Ted Baker
Group has failed to comply with any and/or all applicable
legislation or regulation, of any jurisdiction with regard to the
use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm
human health or animal health or otherwise relating to
environmental matters or the health and safety of humans, or that
there has otherwise been any such use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or
emission (whether or not the same constituted a non-compliance by
any person with any such legislation or regulations, and wherever
the same may have taken place) which, in any case, would be likely
to give rise to any material liability (actual or contingent) or
cost on the part of any member of the Wider Ted Baker Group and
which is material in the context of the Wider Ted Baker Group taken
as a whole;
(v) that there is, or is likely to be, any material liability
(actual or contingent) of any past or present member of the Wider
Ted Baker Group to make good, remediate, repair, reinstate or clean
up any property or any controlled waters now or previously owned,
occupied, operated or made use of or controlled by any such past or
present member of the Wider Ted Baker Group (or on its behalf) or
by any person for which a member of the Wider Ted Baker Group is or
has been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest, under any
environmental legislation, regulation, notice, circular or order of
any Third Party and which, in any case, is material in the context
of the Wider Ted Baker Group taken as a whole or in the context of
the Acquisition; or
(vi) that circumstances exist whereby a person or class of
persons would be likely to have any material claim or claims in
respect of any product or process of manufacture or materials used
therein currently or previously manufactured, sold or carried out
by any past or present member of the Wider Ted Baker Group which is
or would be material in the context of the Wider Ted Baker Group
taken as a whole or in the context of the Acquisition;
Intellectual Property
(g) except as Disclosed, no circumstance having arisen or event
having occurred in relation to any material intellectual property
owned or used by any member of the Wider Ted Baker Group,
including:
(i) any member of the Wider Ted Baker Group losing its title to
any material intellectual property used in its business, or any
material intellectual property owned by the Wider Ted Baker Group
being revoked, cancelled or declared invalid;
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of
the Wider Ted Baker Group to, or the validity or effectiveness of,
any of its material intellectual property; or
(iii) any agreement regarding the use of any material
intellectual property licensed to or by any member of the Wider Ted
Baker Group being terminated or varied; and
Anti-corruption, economic sanctions, criminal property and money
laundering
(h) except as Disclosed, Bidco not having discovered that:
(i) any:
(A) past or present member, director, officer or employee of the
Wider Ted Baker Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977 or any other applicable anti-corruption or anti-bribery law,
rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks; or
(B) any person that performs or has performed services for or on
behalf of the Wider Ted Baker Group is or has at any time engaged
in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977 or any other applicable anti-corruption or anti-bribery law,
rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks; or
(ii) any asset of any member of the Wider Ted Baker Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition) or proceeds of crime under any other applicable law,
rule, or regulation concerning money laundering or proceeds of
crime or any member of the Wider Ted Baker Group is found to have
engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money
laundering;
(iii) any past or present member, director, officer or employee
of the Wider Ted Baker Group, or any other person for whom any such
person may be liable or responsible, is or has engaged in any
conduct which would violate applicable economic sanctions or dealt
with, made any investments in, made any funds or assets available
to or received any funds or assets from:
(A) any government, entity or individual in respect of which US,
UK or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic
resources, by US, UK or European Union laws or regulations,
including the economic sanctions administered by the United States
Office of Foreign Assets Control, or Her Majesty's Revenue and
Customs; or
(B) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the European Union or any
of their respective member states;
(iv) any past or present member, director, officer or employee
of the Wider Ted Baker Group or any past or present company or
corporate entity forming part of the Wider Ted Baker Group:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not
limited to the U.S. Anti-Terrorism Act;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export
controls, including but not limited to the Export Administration
Regulations administered and enforced by the U.S. Department of
Commerce or the International Traffic in Arms Regulations
administered and enforced by the U.S. Department of State;
(C) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but
not limited to any law, rule, or regulation concerning false
imprisonment, torture or other cruel and unusual punishment, or
child labour; or
(D) is debarred or otherwise rendered ineligible to bid for or
to perform contracts for or with any government, governmental
instrumentality, or international organization or found to have
violated any applicable law, rule, or regulation concerning
government contracting or public procurement; or
(v) any member of the Wider Ted Baker Group is or has been
engaged in any transaction which would cause Bidco to be in breach
of any law or regulation upon its Acquisition of Ted Baker,
including but not limited to the economic sanctions of the United
States Office of Foreign Assets Control, or Her Majesty's Revenue
and Customs, or any other relevant government authority.
B. Waiver and invocation of the Conditions
1. Subject to the requirements of the Panel and the Code, Bidco
reserves the right in its sole discretion to waive, in whole or in
part:
(i) any of the deadlines set out in paragraph A.2 of Part A of
this Appendix 1 for the timing of the Court Meeting, General
Meeting and the Scheme Court Hearing. If any such deadline is not
met, Bidco shall make an announcement by 7.00 a.m. (London Time) on
the Business Day following such deadline confirming whether it has
invoked or waived the relevant Condition or agreed with Ted Baker
to extend the deadline in relation to the relevant Condition;
and
(ii) all or any of the Conditions set out in Part A of this
Appendix 1, except for the Conditions set out in paragraphs A.1 , A
. 2 (i) (A), A . 2 (ii) (A) and A . 2 (iii) (A) of Part A of this
Appendix 1 which cannot be waived.
2. Bidco shall be under no obligation to waive or treat as
satisfied any of the Conditions that it is entitled (with the
consent of the Panel and subject to the requirements of the Code)
to invoke, by a date earlier than the latest date specified above
for the fulfilment or waiver thereof, notwithstanding that the
other Conditions may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of
fulfilment.
3. If Bidco is required by the Panel to make an offer for Ted
Baker Shares under the provisions of Rule 9 of the Code, Bidco may
make such alterations to any of the above Conditions and the terms
of the Acquisition as are necessary to comply with the provisions
of Rule 9.
4. Under Rule 13.5(a) of the Code, Bidco may not invoke a
Condition so as to cause the Acquisition not to proceed, to lapse
or to be withdrawn unless the circumstances which give rise to the
right to invoke the Condition are of material significance to Bidco
in the context of the Acquisition. The Conditions set out in
paragraphs A.1 , A . 2 (i) , A . 2 (ii) and A . 2 (iii) of Part A
of this Appendix 1 and, if applicable, any acceptance condition if
the Acquisition is implemented by means of a Takeover Offer, are
not subject to Rule 13.5(a) of the Code. Bidco may only invoke a
Condition that is subject to Rule 13.5(a) with the consent of the
Panel and any Condition that is subject to Rule 13.5(a) may be
waived by Bidco.
5. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
C. Implementation by way of Takeover Offer
1. Bidco reserves the right to elect to implement the
Acquisition by way of a Takeover Offer, as an alternative to the
Scheme (subject to the Panel's consent and the terms of the
Co-operation Agreement) .
2. If the Acquisition is implemented by way of a Takeover Offer
in circumstances in which (i) the Co-operation Agreement has not
been terminated in accordance with its terms, and (ii) the Ted
Baker Board Recommendation is given in respect of such Takeover
Offer, then such Takeover Offer will be implemented on the same
terms and conditions, so far as applicable, as those which would
apply to the Scheme, subject to any modifications and amendments as
Ted Baker and Bidco may agree in writing (or as the Panel may
require) and other appropriate amendments to reflect the change in
method of effecting the Acquisition including (without limitation
and subject to the consent of the Panel and the terms of the
Co-operation Agreement) the Condition set out in paragraph A . 2
(Scheme approval) of Part A of this Appendix 1 ceasing to apply
and, instead, the Acquisition being conditional on an acceptance
condition that is set at 75 per cent. of the Ted Baker Shares to
which the Takeover Offer relates (or such lesser percentage as may
be agreed between Ted Baker and Bidco in writing after, to the
extent necessary, consultation with the Panel, being in any case
more than fifty (50) per cent of the voting rights attaching to the
Ted Baker Shares).
3. If sufficient acceptances of such Takeover Offer are received
and/or sufficient Ted Baker Shares are otherwise acquired, it is
the intention of Bidco to apply the provisions of the Companies Act
to acquire compulsorily any outstanding Ted Baker Shares to which
such Takeover Offer relates.
D. Certain further terms of the Acquisition
1. The Ted Baker Shares will be acquired pursuant to the
Acquisition with full title guarantee, fully paid and free from all
liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any
nature whatsoever and together with all rights now or hereafter
attaching or accruing to them, including voting rights and the
right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid, or any other return
of value on the shares (whether by reduction of share capital or
share premium account or otherwise) made on or after the Effective
Date.
2. The Cash Consideration is final and will not be improved or
revised, except that Bidco reserves the right to improve or revise
the Cash Consideration if there is an announcement on or after the
date of this announcement of an offer, possible offer or firm
intention to make an offer for Ted Baker by a third party offeror
or potential offeror other than ABG or Bidco.
3. If, on or after the date of this announcement and before the
Effective Date, any dividend, distribution or other return of value
on the shares is announced, declared, made or paid by Ted Baker or
becomes payable by Ted Baker in respect of the Ted Baker Shares,
Bidco reserves the right (without prejudice to any right of Bidco,
with the consent of the Panel, to invoke the Condition set out in
paragraph A . (d) (iii) of Part A of this Appendix 1 ) to reduce
the consideration payable under the terms of the Acquisition for
the Ted Baker Shares by an amount up to the aggregate amount of
such dividend and/or distribution and/or return of value on the
shares, in which case any reference in this announcement or in the
Scheme Document to the consideration payable under the terms of the
Acquisition will be deemed to be a reference to the consideration
as so reduced. In such circumstances, Ted Baker Shareholders would
be entitled to receive and retain any such dividend, distribution
or return of value on the shares. Any exercise by Bidco of its
rights referred to in this paragraph 2 shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the Acquisition. To
the extent that such a dividend, distribution or other return of
value on the shares has been declared, paid, made or is payable,
and is or shall be: (A) transferred pursuant to the Acquisition on
a basis which entitles Bidco to receive the dividend, distribution
or other return of value on the shares and to retain it; or (B)
cancelled, the consideration payable under the terms of the
Acquisition shall not be subject to change and shall not be reduced
in accordance with this paragraph 2 .
4. The Acquisition will be subject, among other things, to the
Conditions and certain further terms set out in this Appendix 1 and
to the full terms and conditions which will be set out in the
Scheme Document.
5. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction.
6. The availability of the Acquisition to persons not resident
in, or citizens of, the United Kingdom may be affected by the laws
of the relevant jurisdictions. 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.
Further information in relation to Overseas Shareholders will be
contained in the Scheme Document.
7. This announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme, and any Forms of Proxy are
governed by English law and are subject to the jurisdiction of the
courts of England and Wales. The Acquisition will be subject to the
applicable requirements of the Code, the Panel, the London Stock
Exchange and the FCA.
Appendix 2
Bases and Sources
1. The value attributed to the existing issued and to be issued
ordinary share capital of Ted Baker is based upon the 184,616,158
Ted Baker Shares in issue on 15 August 2022 and assumes 7,175,971
Ted Baker Shares which are the subject of options and awards
expected to be granted under the Ted Baker Share Plans.
2. Unless otherwise stated, the financial information on ABG is
extracted (without material adjustment) from ABG's audited
consolidated financial statements for the year ended 31 December
2021 or its internal financial records.
3. Unless otherwise stated, the financial information on Ted
Baker is extracted (without material adjustment) from Ted Baker's
Annual Report and Accounts for the year ended 29 January 2022 and
Ted Baker's Preliminary Results Announcement for the 52 weeks ended
29 January 2022 .
4. The market prices of the Ted Baker Shares are the closing
middle market quotations as derived from information published by
the London Stock Exchange.
Appendix 3
Details of Irrevocable Undertakings
The following holders of Ted Baker Shares have given irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the Resolutions at the General Meeting in respect of their own
beneficial holdings of Ted Baker Shares (and/or those Ted Baker
Shares over which they have control or the ability to control):
Name Total Number Percentage of issued
of Ted Baker Shares share capital of
Ted Baker on 15 August
2022 (being the last
Business Day before
the date of this
announcement) (per
cent.)
Toscafund 48,218,969 26.118
Ray Kelvin(#) 21,187,002 11.476
Schroders 19,574,743 10.603
Oasis 4,576,941 2.479
Helena Feltham 33,333 0.018
Rachel Osborne 33,333 0.018
Jonathan Kempster 33,333 0.018
Marcus Dench 1,057 0.001
(#) The irrevocable undertaking given by Ray Kelvin is in
respect of (i) 7,004,500 Ted Baker Shares which are held by Ray
Kelvin in his own name and on his own behalf, and (ii) 14,182,502
Ted Baker Shares in aggregate which are jointly and/or beneficially
held by other persons and in respect of which Ray Kelvin is
required, under the terms of his irrevocable undertaking, to
procure that the joint and/or beneficial owners of the relevant
shares comply with the terms of the irrevocable undertaking only to
the extent that Ray Kelvin is reasonably able to do so.
The irrevocable undertakings given by the above directors of Ted
Baker will only cease to be binding if:
1. ABG or Bidco announces that it does not intend to make or
proceed with the Acquisition and no new, revised or replacement
Takeover Offer or Scheme is announced by ABG or Bidco, in
accordance with Rule 2.7 of the Code, in its place or is announced
by ABG or Bidco, in accordance with Rule 2.7 of the Code, within 5
days of such lapsing or withdrawal;
2. the Takeover Offer or the Scheme lapses or is withdrawn
(which, for the avoidance of doubt, shall not include any
suspension of the timetable applicable to any Scheme) and no new,
revised or replacement Scheme or Takeover Offer has been announced
by ABG or Bidco, in accordance with Rule 2.7 of the Code, in its
place or is announced by ABG or Bidco, in accordance with Rule 2.7
of the Code, within 5 days of such lapsing or withdrawal;
3. the Scheme Document or Takeover Offer Document (as
applicable) is not posted within 28 days of this announcement (or
such longer period as ABG or Bidco, with the consent of the Panel,
determines) provided that, if ABG or Bidco elects to exercise its
right to implement the Acquisition by way of a Takeover Offer (or
vice versa), the time period described in this paragraph 3 shall be
extended to refer to within 28 days of the issue of the press
announcement announcing the change in structure (or such other date
for the posting of the Takeover Offer Document or Scheme Document
(as applicable) as the Panel may require); or
4. the Takeover Offer or the Scheme does not become effective on
or before the Longstop Date.
The irrevocable undertakings given by Toscafund, Ray Kelvin and
Oasis will cease to be binding if:
1. ABG or Bidco announces that it does not intend to make or
proceed with the Acquisition and no new, revised or replacement
Takeover Offer or Scheme is announced by ABG or Bidco, in
accordance with Rule 2.7 of the Code, in its place or is announced
by ABG or Bidco, in accordance with Rule 2.7 of the Code, within 10
days of such lapsing or withdrawal;
2. the Takeover Offer or the Scheme lapses or is withdrawn
(which, for the avoidance of doubt, shall not include any
suspension of the timetable applicable to any Scheme) and no new,
revised or replacement Scheme or Takeover Offer has been announced
by ABG or Bidco, in accordance with Rule 2.7 of the Code, in its
place or is announced by ABG or Bidco, in accordance with Rule 2.7
of the Code, within 10 days of such lapsing or withdrawal;
3. the Scheme Document or Takeover Offer Document (as
applicable) is not posted within 28 days of this announcement (or
such longer period as ABG or Bidco, with the consent of the Panel,
determines) provided that, if ABG or Bidco elects to exercise its
right to implement the Acquisition by way of a Takeover Offer (or
vice versa), the time period described in this paragraph 3 shall be
extended to refer to within 28 days of the issue of the press
announcement announcing the change in structure (or such other date
for the posting of the Takeover Offer Document or Scheme Document
(as applicable) as the Panel may require); or
4. the Takeover Offer or the Scheme does not become effective on
or before the Longstop Date.
Under the terms of the irrevocable undertaking given by
Toscafund, Toscafund can sell Ted Baker Shares to meet fund
liquidity requirements, provided that a purchaser of such Ted Baker
Shares provides an irrevocable undertaking in substantially the
form of the undertaking given by Toscafund.
The irrevocable undertaking given by Schroders will cease to be
binding:
1. in its entirety if:
(A) ABG or Bidco announces that it does not intend to make or
proceed with the Acquisition and no new, revised or replacement
Takeover Offer or Scheme is announced by ABG or Bidco, in
accordance with Rule 2.7 of the Code, in its place or is announced
by ABG or Bidco, in accordance with Rule 2.7 of the Code, within 10
days of such lapsing or withdrawal;
(B) the Takeover Offer or the Scheme lapses or is withdrawn
(which, for the avoidance of doubt, shall not include any
suspension of the timetable applicable to any Scheme) and no new,
revised or replacement Scheme or Takeover Offer has been announced
by ABG or Bidco, in accordance with Rule 2.7 of the Code, in its
place or is announced by ABG or Bidco, in accordance with Rule 2.7
of the Code, within 10 days of such lapsing or withdrawal;
(C) the Scheme Document or Takeover Offer Document (as
applicable) is not posted within 28 days of this announcement (or
such longer period as ABG or Bidco, with the consent of the Panel,
determines) provided that, if ABG or Bidco elects to exercise its
right to implement the Acquisition by way of a Takeover Offer (or
vice versa), the time period described in this paragraph 3 shall be
extended to refer to within 28 days of the issue of the press
announcement announcing the change in structure (or such other date
for the posting of the Takeover Offer Document or Scheme Document
(as applicable) as the Panel may require); or
(D) the Takeover Offer or the Scheme does not become effective
on or before the Longstop Date;
2. in part if the Acquisition is implemented by way of the
Scheme and the General Meeting has not taken place, or the Ted
Baker Shareholders have not voted in favour of the Resolutions, by
5 p.m. (London time) on 7 October 2022; and
3. solely in relation to any Ted Baker Shares which may be
transferred by Schroders or any of its associates, in accordance
with applicable law and regulation, to any replacement fund manager
or custodian nominated by their underlying client in circumstances
where such underlying client has terminated their professional
relationship in respect of the relevant Ted Baker Shares or where
the relationship continues but their client has changed their
investment mandate such that their holding the relevant Ted Baker
Shares is no longer consistent with the new mandate.
Appendix 4
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise.
"GBP", "Sterling", "pence" the lawful currency of the UK
or "p"
"ABG" Authentic Brands Group, LLC
"ABG Group" ABG and its subsidiaries and subsidiary
undertakings from time to time (including,
for the avoidance of doubt, Bidco
and its subsidiaries and subsidiary
undertakings from time to time)
"Acquisition" the direct or indirect acquisition
of the entire issued and to be issued
share capital of Ted Baker by Bidco,
to be implemented by way of the Scheme
or (should Bidco so elect, subject
to the consent of the Panel) by way
of the Takeover Offer
"Articles" the Articles of Association of Ted
Baker plc from time to time
"Bidco" ABG-Robin BidCo (UK) Limited, an
indirect wholly-owned subsidiary
of ABG
"Blackdown" Blackdown Partners Limited
"BofA Securities" Merrill Lynch International
"Business Day" a day other than a Saturday or Sunday
or public holiday in England and
Wales or the United States on which
banks in London and New York are
open for general commercial business
"Cash Consideration" 110 pence in cash for each Ted Baker
Share
"Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 2006, as amended
from time to time
"Conditions" the conditions to the Acquisition
(including the Scheme or, where applicable,
any Takeover Offer) as set out in
Appendix 1 to this announcement and
to be set out in the Scheme Document
"Confidentiality Agreement" the confidentiality agreement entered
into by Ted Baker and ABG on 4 May
2022
"Co-operation Agreement" the co-operation agreement entered
into by Ted Baker, Bidco and ABG
on 16 August 2022
"Court Meeting" the meeting(s) of the Scheme Shareholders
to be convened by order of the Court
pursuant to section 896 of the Companies
Act for the purpose of considering
and, if thought fit, approving the
Scheme (with or without amendment),
including any adjournment thereof
"Court" the High Court of Justice in England
and Wales
"CREST" the relevant system (as defined in
the Uncertificated Securities Regulations
2001 (SI 2001/3755)) in respect of
which Euroclear UK & International
Limited is the Operator (as defined
in such Regulations) in accordance
with which securities may be held
and transferred in uncertificated
form
"Dealing Disclosure" an announcement pursuant to Rule
8 of the Code containing details
of dealings in interests in relevant
securities of a party to an offer
"Disclosed" information which has been fairly
disclosed by or on behalf of Ted
Baker: (i) in the annual report and
accounts of the Ted Baker Group for
the 12 month period ended 29 January
2022; (ii) in this announcement;
(iii) in any other public announcement
made by, or on behalf of, Ted Baker
in accordance with the Listing Rules
and/or Disclosure Guidance and Transparency
Rules of the FCA (as applicable)
via a Regulatory Information Service,
in each case prior to the date of
this announcement; (iv) in writing
prior to the date of this announcement
by or on behalf of Ted Baker to ABG
(or its respective officers, employees,
agents or advisers in their capacity
as such); (v) in writing in connection
with any management meetings in connection
with the Acquisition which were attended
by ABG (or its respective officers,
employees, agents or advisers in
their capacity as such); or (vi)
in the virtual data room operated
by or on behalf of Ted Baker in respect
of the Acquisition prior to the date
of this announcement
"Effective Date" the date upon which the Acquisition
becomes Effective
"Effective" either:
(a) if the Acquisition is implemented
by way of the Scheme, the Scheme
having become effective in accordance
with its terms; or
(b) if the Acquisition is implemented
by way of a Takeover Offer, the Takeover
Offer having been declared or having
become unconditional in all respects
in accordance with the requirements
of the Code
"Evaluation" a detailed evaluation of the Ted
Baker business to be undertaken by
ABG (working with Ted Baker's management
team)
"Evercore" Evercore Partners International LLP
"Excluded Shares" (i) any Ted Baker Shares registered
in the name of, or beneficially owned
by Bidco, any other member of the
ABG Group or their respective nominees;
(ii) any Ted Baker Shares held in
treasury by Ted Baker; and (iii)
any other Ted Baker Shares which
Bidco and Ted Baker agree in writing
will not be subject to the Scheme
"FCA" the Financial Conduct Authority of
the United Kingdom
"Forms of Proxy" the form of proxy in connection with
each of the Court Meeting and the
General Meeting, which shall accompany
the Scheme Document
"FSMA" the Financial Services and Markets
Act 2000
"General Meeting" the general meeting of Ted Baker
Shareholders to be convened to consider
and if thought fit pass, certain
resolutions in connection with the
Scheme and the Acquisition (including,
without limitation, the Resolution),
notice of which will be set out in
the Scheme Document, including any
adjournment thereof
"IPCo" an intellectual property holding
company which would own and manage
the worldwide licensing operations
of the Ted Baker brand and be responsible
for its global marketing strategy
after completion of the Acquisition
following the Separation
"Listing Rules" the rules and regulations made by
the FCA in its capacity as the UK
Listing Authority under FSMA, and
contained in the UK Listing Authority's
publication of the same name
"London Stock Exchange" London Stock Exchange plc or its
successor
"Longstop Date" 16 May 2023, or such later date as
may be agreed in writing by Bidco
and Ted Baker (with the Panel's consent
and as the Court may approve, if
such consent and/or approval is/are
required)
"Oasis" Oasis Management Company Ltd and
Oasis Investments II Master Fund
Ltd
"Offer Period" the offer period (as defined in the
Code) relating to Ted Baker commencing
on 18 March 2022 and ending on the
earlier of the Effective Date and
the date on which the Scheme lapses
or is withdrawn (or such other date
as the Panel may decide)
"Official List" the official list maintained by the
FCA pursuant to Part 6 of FSMA
"Opening Position Disclosure" an announcement containing details
of interests or short position in,
or rights to subscribe for, any relevant
securities of a party to the offer
if the person concerned has such
a position
"Overseas Shareholders" Ted Baker Shareholders who are resident
in, ordinarily resident in, or citizens
of, jurisdictions outside the United
Kingdom
"Panel" the UK Panel on Takeovers and Mergers
"Registrar of Companies" the Registrar of Companies in England
and Wales
"Regulatory Information any information service authorised
Service" from time to time by the FCA for
the purpose of disseminating regulatory
announcements
"Resolutions" the resolution(s) to be proposed
at the General Meeting to implement
the Scheme including, among other
things, to approve the Scheme, to
make certain amendments to the Articles
in connection with the Scheme, to
approve the de-listing and cancellation
of the admission to trading of the
Ted Baker Shares upon the Scheme
becoming effective, and such other
matters as may be necessary to approve
and implement the Scheme
"Restricted Jurisdiction" any jurisdiction where local laws
or regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information concerning
the Acquisition is sent or made available
to Ted Baker Shareholders in that
jurisdiction
"Scheme" the scheme of arrangement proposed
to be made under Part 26 of the Companies
Act between Ted Baker and the Scheme
Shareholders to implement the Acquisition,
with or subject to any modification,
addition or condition approved or
imposed by the Court and agreed to
by Ted Baker and Bidco in writing
"Scheme Court Hearing" the hearing of the Court to sanction
the Scheme under section 899 of the
Companies Act
"Scheme Court Order" the order of the Court sanctioning
the Scheme under section 899 of the
Companies Act
"Scheme Document" the document to be sent to (among
others) Ted Baker Shareholders containing
the particulars required by section
897 of the Companies Act and setting
out, among other things, the full
terms and conditions of the Scheme
and containing the notices convening
the Court Meeting and General Meeting
"Scheme Record Time" the time and date to be specified
in the Scheme Document, expected
to be 6.00 p.m. on the Business Day
immediately after the date of the
Scheme Court Hearing, or such later
time as Bidco and Ted Baker may agree
in writing
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" all Ted Baker Shares:
(a) in issue as at the date of the
Scheme Document;
(b) (if any) issued after the date
of the Scheme Document and prior
to the Scheme Voting Record Time;
and
(c) (if any) issued at or after the
Scheme Voting Record Time and before
the Scheme Record Time in respect
of which the original or any subsequent
holder thereof is bound by the Scheme,
or shall by such time have agreed
in writing to be bound by the Scheme,
but in each case excluding any Excluded
Shares
"Scheme Voting Record the time and date to be specified
Time" in the Scheme Document by reference
to which entitlement to vote on the
Scheme will be determined
"Schroders" Schroder Investment Management Limited
"Separation" the separation of the Ted Baker business
into an IPCo and one or more operating
companies which would manage the
Ted Baker Operations after completion
of the Acquisition
"Significant Interest" a direct or indirect interest in
20 per cent. or more of the voting
equity share capital of an undertaking
"SPARC" SPARC Group LLC
"Takeover Offer" should the Acquisition be implemented
by way of a takeover offer (as defined
in Chapter 3 of Part 28 of the Companies
Act), the offer to be made by or
on behalf of Bidco to acquire the
entire issued and to be issued share
capital of Ted Baker and, where the
context admits, any subsequent revision,
variation, extension or renewal of
such offer
"Takeover Offer Document" should the Acquisition be implemented
by means of the Takeover Offer, the
document to be sent to Ted Baker
Shareholders which will contain,
among other things, the terms and
conditions of the Takeover Offer
"Ted Baker" Ted Baker plc
"Ted Baker Board" the board of directors of Ted Baker
"Ted Baker Board Recommendation" a unanimous and unqualified recommendation
from the Ted Baker Board to Ted Baker
Shareholders in respect of the Acquisition:
(i) to vote in favour of the Resolutions;
or (ii) if Bidco elects to proceed
with a Takeover Offer in accordance
with the terms of the Co-Operation
Agreement, to accept the Takeover
Offer
"Ted Baker Group" Ted Baker and its subsidiaries and
subsidiary undertakings from time
to time
"Ted Baker Operations" the physical retail, e-commerce and
wholesale operations of the Ted Baker
business in the UK, Continental Europe,
North America and South Africa and
the research and development activities
of the Ted Baker business in the
UK
"Ted Baker Share Plans" (i) the Ted Baker Long Term Incentive
Plan approved in general meeting
on 20 June 2013 and on 13 June 2017,
(ii) the Ted Baker Long Term Incentive
Plan approved in general meeting
on 21 July 2020, (iii) the Ted Baker
Incentive Plan approved in general
meeting on 21 July 2020, (iv) the
Ted Baker Sharesave Scheme approved
in general meeting on 19 July 2000,
(v) the Ted Baker Sharesave Scheme
approved in general meeting on 21
July 2020, and (vi) one-off buy-out
awards over Ted Baker Shares granted
to Ted Baker's Chief Financial Officer
that are outstanding on the date
of this announcement, each as amended
from time to time
"Ted Baker Shareholders" the registered holders of Ted Baker
Shares from time to time
"Ted Baker Shares" ordinary shares of five pence each
in the capital of Ted Baker
"Ted Baker UK" the Ted Baker Operations in the UK
"Third Party" any relevant government or governmental,
quasi-governmental, supranational,
statutory, regulatory, environmental
or investigative body, court, trade
agency, association, institution,
any entity owned or controlled by
any relevant government or state,
or any other body or person whatsoever
in any jurisdiction
"Toscafund" Toscafund Asset Management LLP
"treasury shares" any Ted Baker Shares held by Ted
Baker as treasury shares
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"US" or "United States the United States of America, its
of America" territories and possessions, any
state of the United States and the
District of Columbia
"US Exchange Act" the United States Securities Exchange
Act of 1934, as amended and the rules
and regulations promulgated thereunder
"Wider ABG Group" ABG, Bidco and their respective subsidiaries,
subsidiary undertakings, associated
undertakings and any other undertaking
in which ABG, Bidco and/or such undertakings
(aggregating their interests) have
a Significant Interest
"Wider Ted Baker Group" Ted Baker and its subsidiaries and
subsidiary undertakings, associated
undertakings and any other undertaking
in which Ted Baker and/or such undertakings
(aggregating their interests) have
a Significant Interest
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking" and "undertaking", have the meanings given by the
Companies Act and "associated undertaking" has the meaning given by
paragraph 19 of Schedule 6 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008, other than
paragraph 19(1)(b) of Schedule 6 to those regulations which shall
be excluded for this purpose.
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this announcement.
All references to time in this announcement are to London time
unless otherwise stated.
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
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END
OFFGBGDISXBDGDL
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