2nd Jul 2019 17:40
(Alliance News) - Lumiere Acquisitions Co LLC said on Tuesday it is required to make a mandatory takeover offer for FFI Holdings PLC after taking a 30.1% stake in the firm.
Lumiere, a wholly-owned subsidiary of the 777 Group, said it bought 47.5 million FFI shares from FFI Chief Executive Steven Ransohoff and the Crystal Court Trust, a trust of which Ransohoff and his immediate family are the beneficiaries. These shares were purchased at a price of 24.99 pence each.
Following this share purchase, the Lumiere Concert Party will hold a 68.4% stake in FFI.
The Lumiere Concert Party comprises Lumiere, Golden Sun, JDT, FFI Non-Executive Chair James Terlizzi, the Trattner Trust, FFI Chief Operating Officer Antony Mitchell, former FFI chief financial officer Timothy Trankina and FFI Non-Executive Director Stephen Argent.
Golden Sun is FFI's largest shareholder. JDT is a holding company through which Terlizzi holds his FFI Shares. The Trattner Trust is a trust whose beneficiaries are Gregory Trattner, a senior executive at FFI, and his family.
FFI provides legal and monitoring services to the entertainment industry to help get films to screen, from production through to post-production.
Under Rule 9 of the Takeover Code, Lumiere is required to make a mandatory cash offer for the FFI shares it does not already hold or has agreed to buy. Lumiere is proposing to buy these shares at a price of 25p each.
The offer price represents a 28% premium to FFI's closing price of 19.50p on Monday. Shares in FFI closed down 2.6% at 19.00p on Tuesday, giving it a market capitalisation of GBP30.0 million.
Independent FFI directors intend to recommend unanimously that shareholders accept the deal.
"FFI's time on AIM has been blighted by a number of industry specific headwinds which have largely been beyond our control; the diversification strategy we have followed will, we believe, in the longer term bear fruit though in the meantime it is pleasing to be able to offer liquidity to those shareholders wanting to realise value at a meaningful premium to the current share price and in that respect we welcome the offer from Lumiere," said FFI Non-Executive Director Julian Bartlett.