Jimmy Choo PLC Long Term Incentive Plan

Transcription

1 THIS DOCUMENT, ANY ACCOMPANYING APPENDICES AND THE FORM OF ELECTION ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT FINANCIAL ADVICE IMMEDIATELY FROM A STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, IF YOU ARE IN THE UNITED KINGDOM, OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IF YOU ARE IN A TERRITORY OUTSIDE THE UNITED KINGDOM. ALL WORDS AND EXPRESSIONS DEFINED IN THE SCHEME DOCUMENT HAVE THE SAME MEANING IN THIS LETTER. IN THE EVENT OF A CONFLICT BETWEEN THIS LETTER OR THE APPENDICES AND THE RULES OF THE LTIP OR ANY RELEVANT LEGISLATION, THE RULES OR LEGISLATION WILL PREVAIL. 21 August 2017 Dear [Name] Jimmy Choo PLC Long Term Incentive Plan Recommended cash acquisition of Jimmy Choo PLC by Holdings Limited to be effected by means of a scheme of arrangement under part 26 of the Companies Act 2006 (the Acquisition) As a participant in the LTIP, the information in this pack is very important. Please read it carefully. As a result of the Acquisition, any unvested Awards are expected to vest partially on the Court Sanction Date and become exercisable to the extent of any vesting. If you would like to exercise your vested Awards on the Court Sanction Date, please complete, sign and date the enclosed Form of Election and return it to PRMshareawards@intertrustgroup.com as soon as possible and in any event to be received by no later than 4.30pm on 20 September Any unvested Awards will lapse without becoming exercisable. As you know, Jimmy Choo PLC (Jimmy Choo) and Holdings Limited () announced on 25 July 2017 that they have reached agreement on the terms of the recommended cash acquisition by of the entire issued and to be issued share capital of Jimmy Choo. We are writing to explain how the Acquisition will affect the awards that you hold under the Jimmy Choo PLC Long Term Incentive Plan (the LTIP) and the decisions you need to make. This communication describes legal and regulatory processes and therefore is unavoidably technical in nature. The attached Glossary is intended to help you understand the capitalised defined terms that are used in this communication. As a result of the Acquisition, Jimmy Choo expects that you will be able to exercise the outstanding JC PLC Share Awards and/or One-Off Share Awards granted to you under the LTIP as well as any options that have already become exercisable (together, the Awards). If you would like to exercise your Awards, please complete, sign and date the enclosed Form of Election and return it to PRMshareawards@intertrustgroup.com, as soon as possible and in

2 any event to be received by no later than 4.30pm on 20 September You should read this letter, the Appendices and the Scheme Document (copies of which are available on the Jimmy Choo website at 1. Details of your Awards This communication relates to Award(s) that you hold under the following grant(s): Grant Number of shares and normal vesting dates Tranche 1 Tranche 2 Tranche 3 30 October 2014 JC PLC Share Award 1 July July October 2014 One-Off Share Award N/A 30 October December 2016 One-Off Conditional N/A 30 October Share Award July October October The Acquisition The Acquisition will result in Jimmy Choo and its subsidiaries becoming wholly-owned subsidiaries of. The Acquisition will be implemented via a newly established UK acquisition vehicle, JAG Acquisitions (UK) Limited, otherwise known as Bidco. Bidco will acquire Jimmy Choo by way of a court process, known as a scheme of arrangement (referred to in this letter as the Scheme). To become effective, the Scheme must be sanctioned by the Court and approved by Jimmy Choo Shareholders. If this takes place, Jimmy Choo Shareholders will receive 230 pence in cash for each Jimmy Choo Share they hold. The date on which the Court approves the Scheme is referred to as the Court Sanction Date. The full terms of the Acquisition (and the Scheme) are set out in the Scheme Document, which is available on the Jimmy Choo website at If you already hold Jimmy Choo Shares, for instance as a result of the previous exercise of any awards under the LTIP, you should have received a copy of the Scheme Document in your capacity as a Jimmy Choo Shareholder. This letter, and the accompanying Appendices, do not address the steps you can take in relation to Jimmy Choo Shares you already hold, and you should refer to the Scheme Document for a full description of your voting rights in respect of any such Jimmy Choo Shares. The exact timing for Completion of the Acquisition will depend on the timing of the approvals being sought from various regulatory authorities and we will confirm the timetable in due course. We currently expect Completion to happen during the fourth quarter of

3 3. How does the Acquisition affect your Awards? Vested Awards which have been exercised The Acquisition will not affect any Awards which have already vested and been exercised prior to the Court Sanction Date. Vested Awards which have not yet been exercised Tranche 1 and Tranche 2 of your JC PLC Share Awards have vested and are already exercisable. If you have not exercised these prior to the Court Sanction Date, you will continue to be able to exercise them for a period of six months from the Court Sanction Date. Once exercised, you will be entitled to receive a cash payment of 230 pence for each Jimmy Choo Share you receive as a result. Unvested Awards As a result of the Acquisition, the Jimmy Choo Remuneration Committee is expected to determine that any outstanding Awards which have not vested will vest and become exercisable on the Court Sanction Date. In accordance with the LTIP rules, the number of shares that you will be able to acquire will be reduced for time pro-rating to reflect the period between the grant of the Awards and the Court Sanction Date (as a proportion of the original vesting period). For example, if you held an award over 100,000 Jimmy Choo Shares which was granted on 1 January 2015 with a normal vesting date of 31 December 2018, and the Court Sanction Date takes place on 31 October 2017, your award would vest over approximately 70,000 Jimmy Choo Shares. Following the Jimmy Choo Remuneration Committee s formal determination, you will be entitled to exercise these vested, pro-rated Awards on the Court Sanction Date and for the following period of six months and any shares you acquire will be automatically transferred to for 230 pence per share. The payment for your Jimmy Choo Shares will be made to you by Intertrust Employee Benefit Trustee Limited (the trustee of the Jimmy Choo Employees Benefit Trust, the Trustee) into your nominated bank account less: (i) any deductions that Jimmy Choo is permitted or required to make to satisfy any income tax and employee social security contributions; and (ii) the aggregate exercise price for your Awards, which is 1 in total in respect of each tranche of your Awards. [Conditional Awards The Jimmy Choo Remuneration Committee is expected to determine that any outstanding conditional Awards which have not vested will vest on the Court Sanction Date. In accordance with the LTIP rules, the number of shares that will be transferred to you will be reduced for time pro-rating to reflect the period between the grant of the conditional Awards and the Court Sanction Date. Following the Jimmy Choo Remuneration Committee s formal determination that your conditional Awards will vest, you will be entitled to receive a cash payment of 230 pence for each Jimmy Choo Share that is transferred to you. This payment will be made to you by the Trustee into your nominated bank account less any deductions that Jimmy Choo is permitted 3

4 or required to make to satisfy any income tax and employee social security contributions.] 1 4. When will I receive the cash payment in consideration for the sale of my Jimmy Choo Shares to? The cash payment of 230 pence per Jimmy Choo Share will be paid to the Trustee (as nominee) within 14 days of the: (a) (b) Effective Date, where you have chosen to exercise your Awards on the Court Sanction Date; or date on which you validly exercise your Awards, if you choose to exercise your Awards after the Court Sanction Date, and will then be transferred to your nominated bank account by the Trustee as soon as possible. 5. In what currency will the cash consideration for the sale of my Jimmy Choo Shares to be paid to me? If you are not based in the UK, any cash payment due to you in relation to your Awards will be converted into the currency in which your salary is paid using the prevailing exchange rate on or immediately prior to the date on which the cash payment is made to you. 6. What if I leave employment, either before or after the Acquisition? The current leaver rules under the LTIP will continue to apply in the normal way to your Awards. Unless otherwise determined by the Jimmy Choo Directors, your Awards will therefore lapse immediately on the date of cessation of employment unless you have exercised them before that date. 7. What action do I need to take? If you would like to exercise any Awards that are exercisable on the Court Sanction Date at that time, please complete, sign and date the enclosed Form of Election and return it by to PRMshareawards@intertrustgroup.com or registered post to Laura Butler, Associate Director, PRM Share Awards, Intertrust, 44 Esplanade, St Helier, Jersey, JE4 9WG, as soon as possible and in any event to be received by no later than 4.30pm on 20 September You should not assume that any further reminder will be sent to you about this deadline. If you do not wish to exercise your Award on the Court Sanction Date, you will need to contact Jimmy Choo following Completion of the Acquisition. 8. What happens if I do nothing? If you do not exercise your Awards within the six month exercise period, your vested and exercisable Awards will lapse and you will not be entitled to acquire Jimmy Choo Shares. 1 Applicable only for holders of conditional Awards. 4

5 9. When is the Acquisition likely to take place? The Acquisition is currently expected to become effective during the fourth calendar quarter of Details of the expected timeline set out in the table below are indicative only, are based on Jimmy Choo s and current expectations, and may be subject to change. Date Event 18 September 2017 Jimmy Choo Shareholders meetings to approve the Scheme and resolutions in connection with the Scheme 20 September 2017 at 4.30pm Last date you may communicate your choices using the Form of Election, if you would like to exercise your Awards on the Court Sanction Date to the extent of any vesting D (the expected Court Sanction Date) All Awards are expected to vest, subject to a reduction for time pro-rating (see below) D+2 (the expected Effective Date) All Jimmy Choo Shares are transferred to 14 days after the Effective Date Latest date by which you are expected to receive the cash consideration (less any necessary withholdings) for the sale of any Jimmy Choo Shares you acquired on the Court Sanction Date D + 6 months Last date you may exercise your vested Awards before they lapse 10. What if the Court does not sanction the Scheme? This offer, as set out in this letter, is only conditional on the Court sanctioning the Scheme. If the Court does not sanction the Scheme for whatever reason, your Awards will continue as they are currently, and remain subject to the rules of the LTIP. 11. What about tax? Jimmy Choo is not able to provide you with tax advice and so if you have any questions about your tax position you are strongly advised to take independent financial and/or tax advice. Where Jimmy Choo is under an obligation to deduct tax and social security contributions from any cash payments due to you, it will do so. 5

6 12. Important notice The Jimmy Choo Directors, who have been so advised by BofA Merrill Lynch and Citi, as to the financial terms of the Acquisition (in their capacity as independent advisers to Jimmy Choo for the purposes of Rule 3 of the City Code on Takeovers and Mergers), confirm that they consider the terms of the proposals for the Jimmy Choo PLC Long Term Incentive Plan as described in this communication and the enclosed documents (including the Appendices) to be fair and reasonable in the context of the Acquisition. In providing their financial advice to the Jimmy Choo Directors, BofA Merrill Lynch and Citi have taken into account the commercial assessments of the Jimmy Choo Directors. Nothing in this pack constitutes financial advice to any holder of shares, share awards or share options in Jimmy Choo or. The Jimmy Choo Directors recommend that you exercise your Awards before they lapse. You should consider your own personal circumstances, including your tax position, when deciding your preferred timing for exercising your Awards. 13. What if you have questions? If you have any questions about the choice available to you or about anything included in this letter, you should contact Laura Butler (Associate Director at the Trustee) on or Laura.Butler@Intertrustgroup.com between 10.00am and 6.00pm UK time, Monday to Friday. If you would like to receive a hard copy of this letter and the Form of Election, or wish to request that all future documents in relation to the Acquisition be sent to you in hard copy, please contact Laura Butler (Associate Director at the Trustee) on or Laura.Butler@Intertrustgroup.com. You will not receive a hard copy of this letter or the Form of Election unless you make such a request. An electronic copy of the form of this letter is available at Jimmy Choo cannot give you investment, legal, tax or financial advice. If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent legal or financial adviser, who (where relevant) is authorised and appropriately regulated under the Financial Services and Markets Act 2000, or an appropriately authorised financial adviser if you are in a territory outside the UK. Yours faithfully Yours faithfully Peter Harf, Chairman For and on behalf of Jimmy Choo PLC John Idol, Chairman For and on behalf of Holdings Limited 6

7 Appendix A 1. The distribution of this document and/or the accompanying documents (in whole or in part) in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. 2. Merrill Lynch International, a subsidiary of Bank of America Corporation (BofA Merrill Lynch), which is authorised by the Prudential Regulatory Authority and regulated in the UK by the Financial Conduct Authority (FCA) and Prudential Regulatory Authority, is acting as financial adviser to Jimmy Choo PLC and no one else in connection with the Acquisition and will not be responsible to anyone other than Jimmy Choo PLC for providing the protections afforded to clients of BofA Merrill Lynch nor for providing advice in relation to the Acquisition or any other matters referred to herein. BofA Merrill Lynch has given and not withdrawn its written consent to the issue of this document with the inclusion of references to its name in the form and context in which they are included. 3. Citigroup Global Markets Limited (Citi), which is authorised by the Prudential Regulatory Authority and regulated in the UK by the FCA and the Prudential Regulatory Authority, is acting exclusively for Jimmy Choo PLC and no one else in connection with the Acquisition and will not be responsible to anyone other than Jimmy Choo PLC for providing the protections afforded to clients of Citi nor for providing advice in relation to the Acquisition or any other matter referred to in this document. Citi has given and not withdrawn its written consent to the issue of this document with the inclusion of references to its name in the form and context in which they are included. 4. This document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer to subscribe for or buy, any securities by any person in any jurisdiction: (a) in which such offer or invitation is not authorised; (b) in which the person making such offer or invitation is not qualified to do so; or (c) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or where the making of such offer, solicitation or invitation would impose any unfulfilled registration, qualification, publication or approval requirements on Jimmy Choo, or any of their respective directors, officers, agents, affiliates and advisers. No action has been taken nor will be taken in any jurisdiction by any such person that would permit a public offering of any securities in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document other than in any jurisdiction where action for that purpose is required. Neither Jimmy Choo nor nor their respective directors, officers, agents, affiliates or advisers accept any responsibility for any violation of any of these restrictions by any other person. 5. The Jimmy Choo Directors, whose names are set out in the Scheme Document, each accept responsibility for the information contained in this letter except for that information for which the Offeror Directors accept responsibility. To the best of the knowledge and belief of the Jimmy Choo Directors (who have taken all reasonable care to ensure that this is the case), the information contained in this letter for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 6. The Directors and the Bidco Directors, whose names are set out in the Scheme Document, each accept responsibility for the information contained in this letter relating to the Group and the Directors and the Bidco Directors. To the best of the knowledge and belief of the Offeror Directors (who have taken all reasonable care to ensure that this is the case), the information contained in this letter for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 7

8 Appendix B: Glossary A brief explanation of some definitions Words or expressions defined in the Scheme Document have the same meaning in this letter unless context requires otherwise. Acquisition Awards Completion Court Court Order Court Sanction Date Effective Date JC PLC Share Awards Jimmy Choo Jimmy Choo Directors Jimmy Choo Shareholders Jimmy Choo Shares LTIP means the acquisition of the entire issued and to be issued share capital of Jimmy Choo by Bidco to be implemented by way of the Scheme (or, subject to the consent of the Panel on Takeovers and Mergers and at election in accordance with the Cooperation Agreement, a Takeover Offer) including, where the context so requires, any subsequent variation, revision, extension or renewal thereof; means any outstanding JC PLC Share Awards or One-Off Share Awards granted over Jimmy Choo Shares; means completion of the Acquisition; means the High Court of Justice of England and Wales; means the order of the Court sanctioning the Scheme under Part 26 of the Companies Act; means the date on which the Court makes the Court Order; means the date upon which the Scheme becomes effective in accordance with its terms; means options granted under the rules of the LTIP as JC PLC Share Awards; means Jimmy Choo PLC; means the directors of Jimmy Choo as at the date of the Scheme Document or, where the context so requires, the directors of Jimmy Choo from time to time; means the registered holders of Jimmy Choo Shares from time to time; means Jimmy Choo ordinary shares of 100 pence each; means the Jimmy Choo Long Term Incentive Plan; means Holdings Limited, a company incorporated in the British Virgin Islands and the ultimate parent company of 8

9 Bidco; Bidco Bidco Directors Directors One-Off Share Awards Scheme Scheme Document Trustee means JAG Acquisitions (UK) Limited, a company incorporated in England and Wales and a wholly owned subsidiary of ; means the board of directors of Bidco; means the directors of from time to time; means options or conditional share awards (as appropriate) granted under the rules of the LTIP as a One-Off Share Awards; means the proposed scheme of arrangement made under Part 26 of the Companies Act between Jimmy Choo and the Scheme Shareholders (with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by and Jimmy Choo) in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Jimmy Choo and ; means the document to be sent to (among others) Jimmy Choo Shareholders setting out, among other things, full terms and conditions of the Scheme and containing notices convening the Court Meeting and the Jimmy Choo General Meeting; and means Intertrust Employee Benefit Trustee Limited. 9