TORIDOLL Holdings Corporation (TSE:3397) reached an agreement to acquire The Fulham Shore PLC (AIM:FUL) from a group of sellers and others for £89.8 million on April 5, 2023. Under the terms of the acquisition, Fulham Shore shareholders will be entitled to receive 14.15 pence in cash for each Fulham Shore share. The transaction is expected to be implemented by means of a Court-sanctioned scheme of arrangement. The cash consideration payable pursuant to the acquisition will be financed by equity financing to be provided by TORIDOLL. The non-executive directors of Fulham Shore, being Martin Chapman and Des Gunewardena, and Nick Donaldson, have agreed to resign from their positions with effect from completion of the acquisition.

The Fulham Shore has received commitments irrevocable undertakings and letters of intent from Nabil Mankarious, Independent Fulham Shore Directors including David Page, Nicholas Wong, Martin Chapman, Desmond Gunewardena and Nicholas Donaldson, Sami Wasif, Canaccord Genuity Asset Management Limited and Unicorn Asset Management Limited in respect of a total number of 367,026,149 Fulham Shore shares representing, in aggregate, approximately 57.8%. The board of Fulham Shore has constituted a committee of Independent Fulham Shore Directors, which unanimously recommended the acquisition. The transaction is subject to Fulham Shore shareholders? approval at the Court and the General meeting, Court approval, CMA approval, applicable requirements of the Takeover Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA. As of June 9, 2023, shareholders of The Fulham Shore PLC and the court have approved the transaction. The scheme is expected to become effective by the end of May 2023. As of July 7, 2023, court has sanctioned the scheme. The scheme is expected to become effective on July 11, 2023.

Michael Nicholson and George Sellar of Peel Hunt LLP acted as financial adviser and Winston & Strawn London LLP acted as legal advisor to TORIDOLL. Shaun Dobson, James Moat and Asha Chotai of Singer Capital Markets and Edward Duckett, Simon Cope-Thompson and Jamie Hutton of Rothschild & Co provided independent financial advice to the Independent Fulham Shore Directors. Marriott Harrison LLP provided legal advice to Fulham Shore. Computershare Investor Services acted as registrar of Fulham Shore. Tom Mercer and Tim Rennie of Ashurst LLP acted as legal advisor to Peel Hunt LLP who is acting as financial advisor to TORIDOLL. Yoshiyuki Kizu and Toshiyuki Yamamoto of Nishimura & Asahi acted as legal advisor to TORIDOLL Holdings Corporation (TSE:3397).

TORIDOLL Holdings Corporation (TSE:3397) completed the acquisition of The Fulham Shore PLC (AIM:FUL) from group of sellers and others on July 11, 2023.