Menoshi Shina, Anna Kentros, Grace Hutcher, and David Shalleck-Klein reached an agreement to acquire Moss Bros Group plc from Colin Porter, Brian Brick, Maurice Helfgott and Gatemore Capital Management LLP and others for £22.2 million.
March 11, 2020
Share
Menoshi Shina, Anna Kentros, Grace Hutcher, and David Shalleck-Klein reached an agreement to acquire Moss Bros Group plc (LSE:MOSB) from Colin Porter, Brian Brick, Maurice Helfgott and Gatemore Capital Management LLP and others for £22.2 million on March 12, 2020. Under the terms, consideration will be paid at an offer price of £0.22 per share in cash. Under the terms, the cash consideration payable by Menoshi Shina, Anna Kentros, Grace Hutcher, and David Shalleck-Klein will be funded by unsecured loans from Regiment and Marquis. In turn, Marquis has been provided with unsecured debt funding by Adnar Finance LLC. Regiment has been provided with unsecured shareholder debt finance provided by its ultimate shareholder, Menoshi Shina.
Following the acquisition, Moss Bros intends to continue the employment of both existing Executive Directors of Moss Bros -Brian Brick, Chief Executive Officer and Bill Adams, Chief Financial Officer and Company Secretary. Each of the five non-executive directors of Moss Bros will resign from the board of Moss Bros. It is intended that an application will be made to the FCA to cancel trading of the Moss Bros shares on the Main Market and to cancel listing of the Moss Bros Shares on the Daily Official List to take effect shortly after the effective date.
The transaction is subject to approval of a majority in number of the scheme shareholders who are entitled to vote, approval by the requisite majority of the resolutions at the general meeting, clearances from FCA and Competition and Markets Authority, the sanction of the scheme by the court and delivery of a copy of the Court Order to the registrar of companies. Menoshi Shina, Anna Kentros, Grace Hutcher, and David Shalleck-Klein have also received an irrevocable undertaking from Moss Bros' shareholders, Colin Porter, Brian Brick, Maurice Helfgott and Gatemore Capital Management LLP to vote or procure votes in favour of the scheme at the court meeting and the resolutions to be proposed at the general meeting. The Board of Moss Bros unanimously recommends that Moss Bros Shareholders vote or procure votes in favour of the Scheme at the Court Meeting on April 29, 2020 and the Special Resolution to be proposed at the General Meeting on April 29, 2020. As of April 22, 2020, Michael Shina has contacted the takeover regulator to revoke the offer. Moss Bro's will take all necessary actions to go ahead with the acquisition. Transaction was approved by shareholders of Moss Bros on April 29, 2020. As of May 20, 2020, Menoshi Shina, Anna Kentros, Grace Hutcher, and David Shalleck-Klein had received change in control approval from the Financial Conduct Authority ("FCA Approval"). As of May 20, 2020, the Board of Moss Bros announced the response of the ruling of the takeover panel executive stating that Menoshi Shina, Anna Kentros, Grace Hutcher, and David Shalleck-Klein may not invoke certain conditions of its offer for Moss Bros in order to lapse its offer. The panel executive has provided Menoshi Shina, Anna Kentros, Grace Hutcher, and David Shalleck-Klein with a short period of time to decide whether to request a review of the ruling by the Hearings Committee of the takeover panel. As on June 8, 2020, High Court of Justice in England and Wales issued the court order sanctioning the scheme.
The transaction is expected to become effective in the second quarter of calendar year 2020. The long stop date is June 30, 2020. As per disclosure of June 8, 2020, the scheme remains conditional on the delivery of a copy of the court order to the Registrar of Companies, which is expected to occur on June 10, 2020 and a further announcement will be made at that time. It is therefore anticipated that the effective date, and therefore completion of the acquisition, will be June 10, 2020. As of June 10, 20220, the transaction is now expected to close on June 11, 2020.
George Sellar and Michael Nicholson of Peel Hunt LLP and John Byrne and Andrew Graham of N M Rothschild & Sons Limited acted as financial advisors and CMS Cameron McKenna Nabarro Olswang LLP acted as legal advisor to Moss Bros Group plc. Jamie Peel and Dan Bate of Zeus Capital Limited acted as financial advisors and Rob Day and Steven Davis of Proskauer Rose (UK) LLP acted as legal advisors to Menoshi Shina, Anna Kentros, Grace Hutcher, and David Shalleck-Klein.
Moss Bros Group PLC is engaged in retailing and hiring formal wear for men. The Company operates through Moss Bros branded mainstream stores. The Company's segments include Retail and Hire. The Company offers various types of suits, skirts, jackets, trousers, coats, casualwear, ties, shoes and accessories. The Company offers clothing and accessories for various occasions, including weddings, prom, race day suit, tuxedo and black tie, interview attire and graduation. The Company also trades through Savoy Taylors Guild fascia. It has approximately 100 Moss Bros and Savoy Taylors Guild branded stores and over 20 Moss Bros outlet stores, which trade Moss Bros own brands and selected third-party brands, including Hugo Boss, Canali, Ted Baker, DKNY and French Connection. The Company has approximately 120 Moss Bros Hire outlets, which are contained within Moss Bros Retail and Savoy Taylors Guild Stores. The Company's sub brands consist of Moss London, Moss 1851 and Moss Esq.
Menoshi Shina, Anna Kentros, Grace Hutcher, and David Shalleck-Klein reached an agreement to acquire Moss Bros Group plc from Colin Porter, Brian Brick, Maurice Helfgott and Gatemore Capital Management LLP and others for £22.2 million.