FSF Foresight Sustainable Forestry Company Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, 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

30 July 2024

RECOMMENDED ACQUISITION 

of

FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC

by

ARIZONA BIDCO LIMITED

(a newly formed vehicle, majority-owned, indirectly, by Averon Park Limited)

(implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 26 July 2024 the Board of Foresight Sustainable Forestry Company plc ("FSFC") announced that the Court had sanctioned the Scheme at the Court Sanction Hearing. 

FSFC is now pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become effective in accordance with its terms. The entire issued share capital of FSFC is therefore now owned by the Averon Park Group and, indirectly, by the Rollover Shareholders.

Valid elections from Scheme Shareholders representing in total 24,337,359 Scheme Shares (representing, in aggregate, approximately 14.15 per cent. of the issued ordinary share capital of FSFC and approximately 20.10 per cent. of the Scheme Shares) were received for the Alternative Offer of one unlisted B ordinary share of £0.01 each in the capital of Bidco ("Rollover Share") for each Scheme Share held at the Scheme Record Time (the "Alternative Offer"), and such elections are expected to be satisfied in full.

The terms of the Scheme (as sanctioned by the Court) are set out in the scheme document published by FSFC on 25 June 2024 (the "Scheme Document").

Settlement

A Scheme Shareholder on the register of members of FSFC at the Scheme Record Time, being 6.00 p.m. on 29 July 2024, is entitled to receive, in accordance with the terms of the Scheme, either (i) 97 pence in cash for each Scheme Share held (the "Cash Offer"), or (ii) if they validly elected for the Alternative Offer, one Rollover Share for each Scheme Share held. As per the terms of the Scheme, settlement of the consideration to which any Scheme Shareholder is entitled under the Scheme will be effected no later than 14 days after the Effective Date.

Settlement of the cash consideration to which any Scheme Shareholder is entitled will be effected by way of electronic payment or the despatch of cheques (for Scheme Shareholders holding Scheme Shares in certificated form) or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and by not later than 13 August 2024.

Certificates for Rollover Shares will be despatched by first class post (or by international post or airmail, if overseas) to the relevant Scheme Shareholders at the address appearing in the FSFC register of members at the Scheme Record Time as soon as practicable and by not later than 13 August 2024.

Suspension and cancellation of listing and trading of FSFC Shares

The listing of FSFC Shares on the Official List of the Financial Conduct Authority ("FCA") and the admission to trading of FSFC Shares on the London Stock Exchange's ("LSE") main market for listed securities will be suspended with effect from 7.30 a.m. (London time) today, 30 July 2024.

Applications have been made to the FCA and the LSE in relation to the de-listing of the FSFC Shares from the Official List and the cancellation of the admission to trading of FSFC Shares on the LSE's main market for listed securities, which is expected to take place by 8.00 a.m. on 31 July 2024.

As a result of the Scheme having become Effective, share certificates in respect of FSFC Shares will cease to be valid documents of title and entitlements to FSFC Shares held in uncertificated form in CREST are being cancelled.

Director changes

FSFC announces that, as of the Scheme becoming Effective earlier today, Richard Davidson, Sarika Patel, Josephine Bush and Christopher Sutton have resigned from the FSFC Board. Gary Fraser and Pinecroft Corporate Services Limited have been appointed to the FSFC Board as of the Scheme becoming Effective earlier today.

General

FSFC is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Full details of the Acquisition are set out in the Scheme Document. Capitalised terms used in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document.  All references to times in this announcement are to London, United Kingdom times unless otherwise stated.

Enquiries:

Gowling WLG (UK) LLP is acting as legal adviser to FSFC.

Dickson Minto LLP is acting as legal adviser to Bidco, Blackmead and Averon Park.  

Important notices relating to financial advisers

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Financial Adviser exclusively to FSFC and no one else in connection with the matters described in this announcement and will not regard any other person as its client in respect thereof or be responsible to anyone other than FSFC for providing the protections afforded to clients of Stifel or its affiliates nor for providing advice in connection with any matter referred to in this announcement. Neither Stifel nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel or its affiliates in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Stifel as to the contents of this announcement.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Financial Adviser exclusively to Bidco, Blackmead and Averon Park and no one else in connection with the matters described in this announcement and will not regard any other person as its client in respect thereof or be responsible to anyone other than Bidco, Blackmead or Averon Park or their respective affiliates for providing the protections afforded to clients of Singer Capital Markets or its affiliates nor for providing advice in connection with any matter referred to in this announcement. Neither Singer Capital Markets nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets or its affiliates in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this announcement.

Further information

This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in FSFC in any jurisdiction in contravention of applicable law.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. This announcement is an advertisement and does not constitute a prospectus or a prospectus equivalent document.

No person should construe the contents of this announcement as legal, financial or tax advice. If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant, or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

This announcement has been prepared in accordance with, and for the purpose of complying with, English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, 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.

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom to participate in the Acquisition may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies, advisers and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition (including the Alternative Offer) shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of, or acceptance of, the Acquisition.

The availability of the Acquisition to Scheme Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The availability of the Rollover Shares to persons who are not resident in the United Kingdom may be affected by the laws and/or regulations of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Where Bidco believes that an election for the Alternative Offer by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the securities laws of any Restricted Jurisdiction, Bidco has the right to deem that such Scheme Shareholder has not validly elected for the Alternative Offer and such Scheme Shareholder will instead receive the Cash Offer in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Acquisition.

Further details in relation to Overseas Shareholders is contained in the Scheme Document.

The Acquisition is subject to the applicable requirements of English law, the Court, the Code, the Panel and the London Stock Exchange.

Additional information for US investors

The Acquisition relates to the shares of an English company and has been made by means of a scheme of arrangement provided for under the laws of England. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.

The financial information included in the Scheme Document has been prepared in accordance with UK IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States, which differ in certain significant respects from UK IFRS.

Neither the SEC nor any US state securities commission nor any other US regulatory authority has approved or disapproved of the Alternative Offer nor the securities to which it relates or determined if this announcement or the Scheme Document is accurate or complete or adequate. Any representation to the contrary is a criminal offence in the United States.

The Rollover Shares issued under the Alternative Offer have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange. Accordingly, the Rollover Shares may not be offered or sold in the United States, except in a transaction not subject to, or in reliance on an applicable exemption from, the registration requirements of the US Securities Act and any applicable state securities laws. Bidco is issuing the Rollover Shares in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the US Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Rollover Shares are proposed to be issued have the right to appear and receive adequate and timely notice thereof.

US holders who are or will be affiliates of the Bidco Group or FSFC prior to, or of Bidco Group after, the Effective Date will be subject to certain US transfer restrictions relating to any Rollover Shares received pursuant to the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act in respect of the Rollover Shares issued pursuant to the Alternative Offer afforded by Section 3(a)(10), Bidco advised the Court that its sanctioning of the Scheme will be relied upon by Bidco as an approval of the Scheme following a hearing on its fairness to Scheme Shareholders.

The receipt of cash by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described in this announcement or in the Scheme Document. Each FSFC Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

FSFC and Bidco are each incorporated under the laws of England. Some or all of the officers and directors of Bidco and FSFC, respectively, are residents of countries other than the United States. In addition, some or all of the assets of Bidco and FSFC are located outside the United States. As a result, it may be difficult for US holders of FSFC Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom. US holders of FSFC Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Further details in relation to US investors in FSFC are contained in the Scheme Document.

Forward-looking statements

This announcement (including information incorporated by reference), oral statements made regarding the Acquisition, and other information published by FSFC, Averon Park and Bidco contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, Averon Park and FSFC about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

Such forward-looking statements include statements relating to the expected effects of the Acquisition on Bidco, the Bidco Group, FSFC and the FSFC Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "forecast", "project", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements may include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, FSFC's, any member of the Bidco Group's or any member of the FSFC Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, FSFC's, any member of the Bidco Group's or any member of the FSFC Group's business.

Although Bidco, Averon Park and FSFC believe that the expectations reflected in such forward-looking statements are reasonable, none of Bidco, Averon Park or FSFC can give any assurance that such expectations will prove to be correct. 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.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and timetable; changes in the global and domestic political, economic, business and competitive environments and in market and regulatory forces, circumstances or conditions; changes in future exchange and interest rates; changes in tax law or rates; future business combinations or disposals; and any epidemic, pandemic or disease outbreak. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither Bidco, Averon Park nor FSFC, nor any of their respective associates or directors, officers, managers, partners or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements in this announcement speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or FSFC or any member of the Wider FSFC Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirely by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, none of Bidco, Averon Park or FSFC is under any obligation, and Bidco, Averon Park and FSFC expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this announcement in hard copy form free of charge. For persons who have received a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent to you unless you have previously notified FSFC's registrar, Computershare Investor Services PLC, that you wish to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of this announcement please contact Computershare during business hours on + 44 (0) 370 707 1231 (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)) or by submitting a request in writing to Computershare at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.