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       GB00BF04DT64

FFI HOLDINGS PLC

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FFI : Offer Closed

08/16/2019 | 11:57am EST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

16 August 2019

RECOMMENDED MANDATORY CASH OFFER

by

LUMIERE ACQUISITIONS COMPANY LLC ('LUMIERE')

a wholly owned subsidiary of the 777 Group

for the entire issued and to be issued ordinary share capital of

FFI HOLDINGS PLC ('FFI')

not already acquired or agreed to be acquired by Lumiere Acquisitions Company LLC

OFFER CLOSED

Introduction

On 2 July 2019, Lumiere announced that the Independent FFI Directors and Lumiere had reached agreement on the terms of a recommended mandatory cash offer to be made by Lumiere for the entire issued and to be issued ordinary share capital of FFI not already acquired or agreed to be acquired by Lumiere at a price of 25 pence per FFI Share (the 'Offer'). The Offer was made on an unconditional basis, including as to acceptances.

Further to that announcement, on 26 July 2019, Lumiere posted the offer document containing the full terms of the Offer and the procedures for its acceptance (the 'Offer Document') to FFI Shareholders, together with the related forms of acceptance (in respect of FFI Shares held in certificated form). At the same time, a Circular and Notice of Availability was distributed by FFI to all FFI Shareholders in connection with the Delisting, Re-registration and adoption of New Articles (each term as defined in the Offer Document).

Immediately prior to the commencement of the Offer Period, Lumiere held 47,476,547 FFI Shares, representing approximately 30.1 per cent. of the Total FFI Shares and the other members of the Lumiere Concert Party held 60,489,016 FFI Shares, representing approximately 38.3 per cent. of the Total FFI Shares, such that the Lumiere Concert Party held, in aggregate, 107,965,563 FFI Shares, representing approximately 68.4 per cent. of the Total FFI Shares.

Offer closure

The deadline for acceptance of the Offer (being 1:00 p.m. (London Time) on 16 August 2019 as set out in the Offer Document) has now passed, and as such the Offer is now closed to acceptances and the Offer Period (as such term is defined in the Offer Document) has now ended.

Level of acceptances

There are a total of 157,820,243 ordinary shares of 1 pence each in issue in the capital of FFI ('FFI Shares').

As of 1:00 p.m. (London time) on 16 August 2019, Lumiere has received valid acceptances in respect of 14,510,730 FFI Shares, representing approximately 9.2 per cent. of the Total FFI Shares. Together with FFI Shares acquired by Lumiere other than through the Offer (as measured as at close of business on 15 August 2019, being the latest practicable date prior to the release of this announcement), Lumiere owns 80,397,247 FFI Shares, representing approximately 50.9 per cent. of the Total FFI Shares.

The other members of the Lumiere Concert Party hold 60,489,016 FFI Shares representing 38.3 per cent. of the Total FFI Shares, such that the Lumiere Concert Party holds, in aggregate, 140,886,263 FFI Shares, representing approximately 89.3 per cent. of the Total FFI Shares. There have been no acceptances in respect of FFI Shares from any person acting in concert with Lumiere.

Other than the FFI Shares as set out above, neither Lumiere nor any person acting in concert with Lumiere has an interest in, or right to subscribe for, any relevant securities of FFI, nor do they hold any short positions in respect of such securities under a derivative, or any agreement to sell or any delivery obligation in respect of such securities or right to require another person to purchase or take delivery in respect of such securities. No relevant securities have been borrowed or lent by Lumiere or any person acting in concert with Lumiere.

Irrevocable Commitments

Lumiere and the other members of the Lumiere Concert Party have irrevocably undertaken in the Concert Party Agreement to vote in favour of the Delisting, Re-registration and adoption of New Articles (as set out in the Company Circular) at the FFI General Meeting scheduled for 10:00 a.m. Pacific Daylight Time ('PDT') / 6:00 p.m. British Summer Time ('BST') on 19 August 2019. The Lumiere Concert Party now holds, in aggregate, a sufficient number of FFI Shares to meet the 75% approval threshold required to pass the resolutions in relation to the Delisting, Re-registration and adoption of New Articles at the FFI General Meeting. Accordingly, regardless of votes cast by other FFI Shareholders at the FFI General Meeting, providing all members of the Lumiere Concert Party vote at the FFI General Meeting in accordance with the terms of the Concert Party Agreement, there is certainty that the resolutions in relation to the Delisting, Re-registration and adoption of New Articles will be passed and that the Delisting, Re-registration and adoption of New Articles shall take effect.

Settlement

For acceptances that have been received prior to 1:00 p.m. (London time) on 16 August 2019 which are valid and complete in all respects, the cash consideration payable will be settled within 14 days from that date, in the manner described in the Offer Document.

If you require assistance, please contact Computershare Investor Services PLC on +44 (0) 370 703 0144. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8:30 a.m. to 5:00 p.m. (London Time), Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Share Purchases

Lumiere may continue to purchase or arrange to purchase FFI Shares at the Offer Price of 25 pence per FFI Share until the date that the Delisting shall become effective. FFI Shareholders interested in selling their FFI Shares in cash should contact Cantor Fitzgerald Europe on +44 20 7894 7590 who have authority to make market purchases on behalf of Lumiere (subject to normal settlement).

Enquiries

Lumiere

Jorge Beruff

+1 212 397 6102

Sidney Li

+1 305 921 2801

Craven Street Capital Limited (financial adviser to Lumiere) +44 20 3890 8687

Charles Lens

Donald Sinton

FFI Holdings plc

David Sasso (Head of Investor Relations and Public Relations)

+1 310 275 7323 ext. 292

finnCap Ltd (financial adviser to FFI) +44 20 7220 0500

Henrik Persson

Julian Blunt

Simon Hicks

Norton Rose Fulbright LLP are retained as legal advisers to Lumiere.

Goodwin Procter (UK) LLP are retained as legal advisers to FFI.

Important notices relating to financial advisers and brokers

Craven Street Capital Limited, which is an appointed representative of Resolution Compliance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Lumiere and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Lumiere for providing the protections afforded to clients of Craven Street Capital Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to in this announcement. Craven Street Capital Limited has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which it appears.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to FFI and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than FFI for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. finnCap Ltd has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name and the advice it has given to FFI in the form and context in which they appear.

Further information

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS OF THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). FFI SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY.

FFI Shareholders outside the United Kingdom

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions.

Failure to comply with any such 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this announcement, the Offer Document, the form of acceptance and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

The receipt of cash pursuant to the Offer by FFI Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each FFI Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.

This announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover 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 England and Wales.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, the Lumiere Concert Party and other information published by Lumiere and FFI may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of Lumiere and/or FFI and certain plans and objectives of the Independent FFI Directors and the Lumiere Directors with respect thereto. These forward-looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as 'anticipate', 'target', 'expect', 'estimate', 'budget', 'scheduled', 'forecasts', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Independent FFI Directors and/or the Lumiere Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

No profit forecasts or quantified financial benefits statement

No statement in this announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30pm (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.

Information relating to FFI Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by FFI Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from FFI may be provided to Lumiere during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Disclaimer

FFI Holdings plc published this content on 16 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2019 15:56:09 UTC


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Managers and Directors
Steven Arthur Ransohoff President, CEO & Executive Director
Billy Cheung Chief Financial Officer
James D. Terlizzi Non-Executive Chairman
Antony T. Mitchell Chief Operating Officer & Executive Director
Simon Henry Ingram Independent Non-Executive Director