Offer from Franchise Brands plc

Recommended All Share Offer for Filta Group Holdings plc (“Filta”) by Franchise Brands plc (“Franchise Brands”)
The directors of Franchise Brands and Filta are pleased to announce that they have reached agreement on the terms of a recommended all share offer by Franchise Brands for Filta to be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006 (“Offer”).
 
DATE
NAME
DOWNLOAD
09 MAR 2022
Result of General Meeting
09 MAR 2022
Offer update - Issue of Equity and Admission
09 MAR 2022
Atlantic Announcement of Acceptance Levels
09 MAR 2022
Issue of Equity
09 MAR 2022
Delisting Announcement
24 FEB 2022
Public Opening Position Disclosure
22 FEB 2022
Option Holder Form of Instruction
22 FEB 2022
Option Holder Letter
18 FEB 2022
Offer Document
16 FEB 2022
Rule 2.7 Offer Announcement
16 FEB 2022
Gresham irrevocable re offer - Project Atlantic
16 FEB 2022
Project Atlantic - Rule 2.11 Letter to Employees
16 FEB 2022
Project Atlantic - Signed and Dated Irrevocable Undertakings
16 FEB 2022
Project Atlantic - Signed and Dated lock-in agreements
16 FEB 2022
Project Atlantic Rule 2.11 Letter to Shareholders

PROJECT ATLANTIC WEBSITE DISCLAIMER

PROJECT ATLANTIC

WEBSITE DISCLAIMER

Recommended all-share offer (the “Recommended Offer”) for the shares in Filta Group Holdings plc (the “Company”) by Franchise Brands plc (“Franchise Brands”)

THIS SECTION OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY FRANCHISE BRANDS AND/OR THE COMPANY RELATING TO THE RECOMMENDED OFFER. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Microsite

If you would like access to the Information please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights or responsibilities. Franchise Brands reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of Franchise Brands.

Basis of access

The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to any possible transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Information speaks only at the date of the relevant document or announcement and Franchise Brands has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).

If you are in any doubt about the Recommended Offer or the action you should take, you should consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser if you are resident in a territory outside the United Kingdom.

The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Franchise Brands or the Company.

Responsibility

In relation to any Information contained in this Microsite, the only responsibility accepted by Franchise Brands, the directors of Franchise Brands and the officers of Franchise Brands is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither Franchise Brands, the directors of Franchise Brands, the officers of Franchise Brands nor any of Franchise Brands’ affiliated entities, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website which may be linked to this Microsite by a third party.

Overseas Persons

The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which Franchise Brands regards as unduly onerous (each a “Restricted Jurisdiction“), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

By clicking “CONFIRM” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Franchise Brands is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite and seek independent advice. Franchise Brands and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the City Code on Takeovers and Mergers and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

Forward-looking statements

The Information contains certain forward-looking statements, beliefs or opinions with respect to the financial condition, results of operations and business of Franchise Brands and its group of companies and the Company and its group of companies. All statements other than statements of historical fact included in the Microsite may be forward looking statements.

Forward-looking statements may often, but not always, be identified by the use of forward-looking terms such as “may”, “will”, “expects”, “believes”, “hopes”, “anticipates”, “aims”, “plans”, “estimates”, “projects”, “targets”, “intends”, “forecasts”, “outlook”, “impact”, “potential”, “confidence”, “improve”, “continue”, “optimistic”, “deliver”, “comfortable”, “trend”, “seeks” or variations of such words and phrases or statements that certain actions, events or results “could”, “should”, “would” or “might” be taken, occur or be achieved or the negative of such terms or other variations on such terms or comparable terminology.

Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These statements are based on assumptions and assessments made by Franchise Brands and/or the Company, as the case may be, in light of their experience and their perception of historical trends, current conditions, future developments and other factors that they believe appropriate. 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 and the factors that could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements are unknown.

Although it is believed that the expectations reflected in such forward-looking statements were reasonable at the time the statements were made, no assurance is given by Franchise Brands and/or the Company that such expectations or the assumptions and assessments underlying them will prove to have been correct and the circumstances may change. You are, therefore, cautioned not to place undue reliance on these forward-looking statements. Neither Franchise Brands nor the Company assumes any obligation, and Franchise Brands and the Company disclaim any intention or obligation, to update or correct the Information (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.

Save as specifically stated in the Microsite, any such forward-looking statements have not been reviewed by the auditors of Franchise Brands or the Company or their respective financial advisers. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements is the satisfaction of any conditions to the Recommended Offer, as well as additional factors such as changes in global, political, economic, business, competitive, market and regulatory forces (including as a result of governmental, business or individual responses to the COVID-19 pandemic and any variant thereof), future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Such forward looking statements should, therefore ,be construed in the light of such factors. Neither Franchise Brands nor the Company, 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 the Information will actually occur.

No profit forecasts or estimates or quantified financial benefits statement

Save as specifically stated in the Microsite, no statement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Franchise Brands or the Company for any period and no statement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

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