Lumiere Acquisitions Company LLC made a mandatory offer to acquire the remaining 69.9% stake in FFI Holdings PLC (AIM:FFI) from a group of shareholders for £27.6 million on July 2, 2019. The selling shareholders include Golden Sun Emerging Fund Limited, fund managed by The Winterbotham Trust Company Limited, Asset Management Armn Jdt Holdings LLC, Gregory Trattner, Antony Mitchell, Timothy Trankina, Stephen Argent and others. Pursuant to the terms of the offer, Lumiere Acquisitions Company LLC will acquire around 110.3 million shares and offer £0.25 per FFI Holdings PLC share. Among others, Golden Sun is selling 47.9 million shares, JDT is selling 10.3 million shares, Timothy Trankina is selling 0.58 million shares, Gregory Trattner is selling 1.2 million shares whereas Antony Mitchell is selling 0.39 million shares in FFI. The offer price is lower than the exercise price of the Executive Options, which means that the amount that would be received for each FFI Share issued following the exercise of the Executive Options would be lower than the amount paid for the exercise thereof. On July 2, 2019, Lumiere Acquisitions Company LLC has already acquired 30.1% stake in FFI Holdings PLC from The Crystal Court Trust UDT for €11.8 million. Lumiere will finance the offer from its existing cash resources. It is intended that the resolutions will be put forward to FFI shareholders by the FFI Board to approve the Delisting, Re-registration and adoption of New Articles in accordance with the terms of the Concert Party Agreement. It is also intended that, following and assuming the cancellation of trading of FFI Shares on AIM, FFI will be re-registered as a private company and the terms of the Relationship Agreements will no longer apply. Following completion, the 777 Group, parent company of Lumiere Acquisitions Company LLC, intends to ensure that the existing contractual and statutory employment rights of the management and employees of FFI, including any pension rights, will be fully safeguarded. Existing accrued benefits and employer contributions to defined contribution pensions of FFI employees will remain unchanged. Each of the Independent FFI Directors has confirmed that he has agreed to resign from the FFI Board, conditional upon and with effect from the cancellation of admission of FFI Shares to trading on AIM. Following completion, the 777 Group does not expect the locations of FFI's places of business (including its headquarters) to change and does not expect the functions of its headquarters to change, nor does it intend to redeploy any of FFI's fixed assets. The offer is unconditional will not be subject to any minimum acceptance condition. The Independent Directors of Lumiere Acquisitions Company LLC intend to recommend unanimously that FFI shareholders accept the offer. The members of the Lumiere Concert Party (other than Lumiere) have undertaken not to accept the offer and to vote in favour of the proposed Delisting, Re-registration and adoption of New Articles. Regardless of the outcome of the offer, the FFI Board has separately and independently concluded that it would be in the best interests of the Company to effect a Delisting and Re-registration. The offer will remain open for acceptance until the 21st day after the date of publication of the offer document or on the next succeeding business day. As of July 26, 2019, the offer is expected to close on August 16, 2019. The payment of cash to FFI shareholders is expected within four calendars days after the closure of the offer, whereas FFI General Meeting, expected last day of the dealings in FFI shares on AIM and the expected date of delisting are set to August 19, 2019, August 27, 2019 and August 28, 2019, respectively. Charles Lens of Craven Street Capital Limited acted as financial advisor to Lumiere Acquisitions Company LLC, whereas Henrik Persson, Julian Blunt and Simon Hicks acted as legal advisors to FFI Holdings PLC. Norton Rose Fulbright LLP was retained as legal advisor for 777 Group, parent company of Lumiere Acquisitions Company LLC, while Goodwin Procter (Uk) LLP was retained as legal advisor for FFI Holdings PLC.