FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

RECOMMENDED ACQUISITION

of

French Connection Group PLC ("French Connection" or the "Company")

by

MIP Holdings Ltd ("MIP")

a newly incorporated entity directly owned and controlled by Apinder Singh Ghura, Amarjit Singh Grewal and KJR Brothers Limited

to be effected by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

·     Further to the strategic review and formal sale process undertaken by the Company subsequent to the announcement on 2 March 2021, and further to the announcement released by French Connection on 23 September 2021 regarding a possible offer for the Company, the boards of MIP and French Connection are pleased to announce that they have reached agreement on the terms and conditions of a recommended acquisition under which MIP will acquire the entire issued and to be issued ordinary share capital of French Connection not currently owned by Apinder Singh Ghura. It is currently intended that the Acquisition will be effected by means of a Court‑sanctioned scheme of arrangement under Part 26 of the Companies Act.

·     Apinder Singh Ghura beneficially owns 24,518,465 French Connection Shares (comprising approximately 25.4 per cent. of the issued share capital of French Connection on 1 October 2021 (being the last Business Day prior to the date of this Announcement)). These French Connection Shares will be acquired by MIP pursuant to the Conditional Sale Agreement at a price of 30 pence per French Connection Share conditional upon the Acquisition becoming Effective.

·     Under the terms of the Acquisition, each French Connection Scheme Shareholder will be entitled to receive:

·     The Acquisition Price values the entire issued and to be issued ordinary share capital of French Connection at approximately £28.98 million, which represents a premium of approximately:

o 91.7 per cent. to the Closing Price of 15.7 pence per French Connection Share on 4 February 2021 (being the last Business Day prior to the commencement of the Offer Period); and

o 29.9 per cent. to the Closing Price of 23.1 pence per French Connection Share on 22 September 2021 (being the last Business Day prior to the date of the Possible Offer Announcement).

·     If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by French Connection in respect of the French Connection Shares on or after the date of this Announcement and prior to the Scheme becoming Effective, MIP reserves the right to reduce the value of the consideration payable for each French Connection Share by up to the amount per French Connection Share of such dividend, distribution or return of value, in which case any reference in this Announcement to the consideration payable will be deemed to be a reference to the consideration as so reduced. Any exercise by MIP of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition. In such circumstances, French Connection Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable.

Recommendation

·     The French Connection Directors, who have been so advised by WH Ireland as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing advice to the French Connection Directors, WH Ireland has taken into account the commercial assessments of the French Connection Directors. WH Ireland is providing independent financial advice to the French Connection Directors for the purposes of Rule 3 of the Takeover Code.

·     Accordingly, the French Connection Directors intend to recommend unanimously that French Connection Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement) MIP exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer). Stephen Marks, being the only French Connection Director holding French Connection Shares, has irrevocably undertaken to vote in favour of the Scheme and the Resolution(s) (or to accept a Takeover Offer) in respect of his entire holding of French Connection Shares, being a total of 37,812,690 French Connection Shares (representing, in aggregate, approximately 39.1 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).

Irrevocable undertakings

·     In total, including the irrevocable undertaking from Stephen Marks, MIP has received irrevocable undertakings, as described  below, in respect of a total of 42,094,190 French Connection Shares (representing, in aggregate, approximately 43.6 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).

·     MIP has received an irrevocable undertaking from Nicole Farhi to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement), MIP exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer) in respect of 2,000,000 French Connection Shares (representing, in aggregate, approximately 2.1 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).

·     MIP has received an irrevocable undertaking from the trustees of the discretionary trusts established for the benefit of certain of Stephen Marks' children to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement), MIP exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer) in respect of 1,506,500 French Connection Shares (representing, in aggregate, approximately 1.6 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).

·     MIP has received an irrevocable undertaking from Candice Marks to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement), MIP exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer) in respect of 775,000 French Connection Shares (representing, in aggregate, approximately 0.8 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).

·     Further details of these irrevocable undertakings and the irrevocable undertaking from Stephen Marks (including the circumstances in which they cease to be binding) are set out in Appendix III to this Announcement.

Timetable and conditions

·     It is intended that the Acquisition will be implemented by way of the Scheme (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement), MIP exercises its right to implement the Acquisition by way of a Takeover Offer). The purpose of the Scheme is to provide for MIP to become the owner of the entire issued and to be issued ordinary share capital of French Connection not already owned by Apinder Singh Ghura. Ordinary shares in the capital of French Connection owned by Apinder Singh Ghura are to be transferred to MIP pursuant to the Conditional Sale Agreement with effect on and from the completion of the Acquisition. The Scheme will be put to French Connection Scheme Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the French Connection Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The approval of the Resolution(s) by the requisite majority of the French Connection Shareholders at the General Meeting (to be held directly after the Court Meeting) is also required for the implementation of the Scheme together with the sanction of the Scheme by the Court. French Connection Shares owned by Apinder Singh Ghura will not be eligible to vote at the Court Meeting.

·     The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting and which will be accompanied by the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of the date of this Announcement, unless MIP and French Connection otherwise agree, and the Panel consents, to a later date. The Scheme Document will specify the actions to be taken by French Connection Scheme Shareholders and will contain an expected timetable for the implementation of the Scheme.

·     The Scheme is expected to become Effective before the end of Q4 2021, subject to the satisfaction or waiver of the Conditions set out in Appendix I to this Announcement.

Commenting on the Acquisition, Apinder Singh Ghura, Director of MIP said:

"We are pleased to have reached an agreement with the French Connection Directors on this recommended acquisition. We are looking forward to working with French Connection's management to execute and implement MIP's strategic plans to facilitate the future growth and profitability for the business."

Commenting on the Acquisition, Stephen Marks, Chairman of French Connection, said:

"Over the last 5 years, French Connection has made significant progress in its plans to rationalise the size of its store portfolio and to return the French Connection Group to profitability. It was always our intention to look at the most appropriate ownership structure for the business once it was back on track, and, having conducted a formal sale process, the French Connection Board has concluded that the offer being made by MIP is fair and reasonable.

The price we have negotiated is at a significant premium to the share price prior to the commencement of the Offer Period and demonstrates the potential offered by the French Connection brand. The French Connection Board is unanimous in recommending the Acquisition to shareholders.

When the transaction closes, I will retire from French Connection. This is an appropriate time for me to step back from the business that I founded in 1972, and I would like to take this opportunity to thank all our people for their contribution to our achievements over the years. I wish them all every success in the future."

This summary should be read in conjunction with and is subject to the full text of this Announcement and its appendices.

The Acquisition shall be subject to the Conditions and further terms that are set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations set out in this Announcement. Appendix III to this Announcement contains further details of the irrevocable undertakings referred to in this Announcement. Appendix IV to this Announcement contains definitions of certain terms used in this summary and in this Announcement. The appendices form part of this Announcement.

Shoosmiths LLP is acting as legal adviser to MIP. Clifford Chance LLP is acting as legal adviser to French Connection.

IMPORTANT NOTICES:

Disclaimers

Singer Capital Markets is acting exclusively as financial adviser to 1903 Partners, LLC and Aurelius Finance Company Limited (lenders to MIP) and no-one else in connection with the Acquisition and will not be responsible to anyone other than 1903 Partners, LLC and Aurelius Finance Company Limited for providing the protections offered to clients of Singer Capital Markets or for providing advice in relation to the Acquisition, the contents of this Announcement or any matter referred to in this Announcement. Singer Capital Markets is authorised and regulated in the United Kingdom by the Financial Conduct Authority in respect of regulated activities. Singer Capital Markets can be contacted at its principal office: One Bartholomew Lane, London EC2N 2AX. Singer Capital Markets is also providing the cash confirmation statement for the purposes of the Takeover Code as set out in paragraph 11 of this Announcement.

WH Ireland, which is authorised and regulated in the UK by the FCA, is acting as financial adviser and broker exclusively for French Connection and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than French Connection for providing the protections afforded to clients of WH Ireland, nor for providing advice in relation to any matter referred to herein.

This Announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

In accordance with normal UK practice, MIP or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase French Connection Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com

Overseas Shareholders

The availability of the Acquisition to Overseas Shareholders and the distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their French Connection Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their French Connection Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with the law of England and Wales and the Takeover Code 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 of England and Wales.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. 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 of 1934 (the "US Exchange Act"). Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in certain significant respects from the International Financial Reporting Standards. None of the financial information in this Announcement or the Scheme documentation has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States). If MIP were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the US, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by MIP and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its French Connection Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each French Connection Shareholder is urged to consult his legal, tax and financial advisers immediately regarding the tax consequences of the Acquisition applicable to him/her, including under applicable US state and local, as well as foreign and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws in connection with the Acquisition, since MIP and French Connection are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders 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 judgement.

In the event that the Acquisition is implemented by way of Takeover Offer, in compliance with applicable UK laws, MIP, its dealer manager (and their advisors or affiliates), or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of French Connection other than pursuant to such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the Acquisition nor this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Forward-Looking Statements

This Announcement (including any information that is incorporated by reference into this Announcement) contains statements about the Wider MIP Group and the Wider French Connection Group that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof. Forward-looking statements may include 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 the operations of the Wider MIP Group or the Wider French Connection Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the businesses of the Wider MIP Group or the Wider French Connection Group.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to the Wider MIP Group or the Wider French Connection Group or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. MIP and French Connection disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for French Connection for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for French Connection.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Right to switch to a Takeover Offer

MIP reserves the right, with the consent of the Panel and in accordance with the terms of the Cooperation Agreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of French Connection and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to a Takeover Offer.

Information Relating to French Connection Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by French Connection Shareholders, persons with information rights and other relevant persons for the receipt of communications from French Connection may be provided to MIP during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and availability of Hard Copies

A copy of this Announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on French Connection's website (http://www.frenchconnection.com), by no later than 12 noon on 5 October 2021.

Neither the content of this website nor the content of any other website accessible from hyperlinks on any such website is incorporated into, or forms part of, this Announcement.

French Connection Shareholders may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by contacting Link Group during business hours on 0371 664 0300 (local) and +44 (0) 371 664 0300 or by submitting a request in writing to Link Group, 10^th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Unless French Connection Shareholders make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to French Connection Shareholders. French Connection Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition be in hard copy form.

If French Connection Shareholders are in any doubt about the contents of this Announcement or what action they should take, they are recommended to seek their own personal financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this Announcement are London times, unless otherwise stated.

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

RECOMMENDED ACQUISITION

of

French Connection Group PLC ("French Connection" or the "Company")

by

MIP Holdings Ltd ("MIP")

a newly incorporated entity directly owned and controlled by Apinder Singh Ghura, Amarjit Singh Grewal and KJR Brothers Limited

to be effected by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

1.         Introduction

Further to the strategic review and formal sale process undertaken by the Company subsequent to the announcement on 2 March 2021, and further to the announcement released by French Connection on 23 September 2021 regarding a possible offer for the Company, the boards of MIP and French Connection are pleased to announce that they have reached agreement on the terms and conditions of a recommended acquisition under which MIP will acquire the entire issued and to be issued ordinary share capital of French Connection not currently owned by Apinder Singh Ghura. It is currently intended that the Acquisition will be effected by means of a Court‑sanctioned scheme of arrangement under Part 26 of the Companies Act.

Apinder Singh Ghura beneficially owns 24,518,465 French Connection Shares (comprising approximately 25.4 per cent. of the issued share capital of French Connection on 1 October 2021 (being the last Business Day prior to the date of this Announcement)). These French Connection Shares will be acquired by MIP pursuant to the Conditional Sale Agreement at a price of 30 pence per French Connection Share conditional upon the Acquisition becoming Effective.

2.         The Acquisition

In accordance with the terms of the Acquisition, which will be subject to the Conditions and further terms set out below and in Appendix I to this Announcement, and to be set out in the Scheme Document, each French Connection Scheme Shareholder will be entitled to receive:

·    The Acquisition Price values the entire issued and to be issued ordinary share capital of French Connection at approximately £28.98 million, which represents a premium of approximately:

o 91.7 per cent. to the Closing Price of 15.7 pence per French Connection Share on 4 February 2021 (being the last Business Day prior to the commencement of the Offer Period); and

o  29.9 per cent. to the Closing Price of 23.1 pence per French Connection Share on 22 September 2021 (being the last Business Day prior to the date of the Possible Offer Announcement).

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by French Connection in respect of the French Connection Shares on or after the date of this Announcement and prior to the Scheme becoming Effective, MIP reserves the right to reduce the value of the consideration payable for each French Connection Share by up to the amount per French Connection Share of such dividend, distribution or return of value, in which case any reference in this Announcement to the consideration payable will be deemed to be a reference to the consideration as so reduced. Any exercise by MIP of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Acquisition. In such circumstances, French Connection Shareholders would be entitled to retain any such dividend, distribution or other return of capital declared, made or paid or which becomes payable.

It is expected that:

·     the Scheme Document will be published as soon as practicable and, in any event, on or before 2 November 2021 (unless otherwise agreed between French Connection and MIP with the consent of the Panel);

·     the Court Meeting and the General Meeting will be held in Q4 2021; and

·     subject to the satisfaction or waiver of the Conditions set out in Appendix I to this Announcement, the Scheme will become Effective before the end of Q4 2021.

An expected timetable of events relating to the Acquisition will be provided in the Scheme Document.

The Acquisition is conditional, amongst other things, on the Scheme becoming Effective no later than the Long-Stop Date.

3.         Background to and reasons for the Acquisition

The directors and shareholders of MIP believe French Connection presents an opportunity to acquire a well-established fashion brand. They are optimistic about the commercial future of the French Connection brands, and intend to use the considerable experience of MIP's investors and connected parties in fashion, wholesaling and licensing to help guide French Connection's management to execute and implement MIP's strategic plans, to facilitate future growth and profitability for the business.

4.         Background to and reasons for the recommendation

Founded in 1972, French Connection designs well made, stylish, affordable clothing. The Company has developed that vision over the years and management believes that the French Connection brand remains synonymous with fashion and style, reflecting the Company's ongoing focus on creating distinctive clothing through its focus on design. The brand's strength lies in balancing new ideas with quality and affordability and, in a world of "fast fashion", the Company remains proud of its commitment to the creative process.

In recent years, French Connection has been striving to rationalise the business, especially its store portfolio, in the face of a difficult macroeconomic environment and intense competitive headwinds. Whilst good progress was being made towards this goal, the Covid-19 pandemic created even greater challenges for both the Company's trading and balance sheet. That the management team negotiated these challenges is, in the views of the French Connection Board, a significant achievement. Changes have been implemented across all areas of the business to adapt to the ever evolving markets in which it operates, however, those challenges continue and in some respects have been accelerated by the pandemic, whilst the Company's balance sheet flexibility has been, and is likely to remain, constrained.

Whilst the French Connection Directors believe that the French Connection Group's present strategy is capable of delivering long-term growth and profitability, they believe the terms of the Acquisition provide French Connection Shareholders with an immediate, certain and attractive cash value. The French Connection Directors believe the Acquisition appropriately recognises the medium term prospects and growth potential of French Connection as a standalone business, taking into account the dynamics of the markets in which French Connection operates, and the competitive landscape.

5.         Recommendation

French Connection's Directors, who have been so advised by WH Ireland as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the French Connection Directors, WH Ireland has taken into account the commercial assessments of the French Connection Directors. WH Ireland is providing independent financial advice to the French Connection Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the French Connection Directors intend to recommend unanimously that French Connection Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting (or, if (with the consent of the Panel and in accordance with the terms of the Cooperation Agreement) MIP exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure acceptances of such Takeover Offer). Stephen Marks, being the only French Connection Director holding French Connection Shares, has irrevocably undertaken to vote in favour of the Scheme and the Resolution(s) (or to accept a Takeover Offer to implement the Acquisition) in respect of his entire holding of French Connection Shares, being a total of 37,812,690 French Connection Shares, (representing, in aggregate, approximately 39.1 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).

6.         Information on MIP

MIP, incorporated on 28 October 2020 in England and Wales, was formed for the purposes of implementing the Acquisition. MIP is a company owned and controlled by Apinder Singh Ghura, Amarjit Singh Grewal and KJR Brothers Limited (a company ultimately controlled by Rafiq Daud Patel and Gafoor Daud Patel and their immediate families, business partners of Apinder Singh Ghura and Amarjit Singh Grewal, the directors of MIP).

As at the Effective Date, it is intended that MIP will be owned in the following proportions: (a) Apinder Singh Ghura will own 38.9 per cent. of MIP (b) Amarjit Singh Grewal will own 38.9 per cent. of MIP and (c) KJR Brothers Limited will own 22.2 per cent. of MIP. Further, as part of the terms on which they are providing a secured debt facility pursuant to the terms of the Facility Agreement Gordon Brothers International LLC and Aurelius Finance Company Limited have respectively subscribed for 101,430 and 43,470 non-voting preference shares of £0.1 each in MIP.

MIP has not traded since incorporation, nor has it entered into any obligations other than the Conditional Sale Agreement, the Facility Agreement and the KJR Loan Agreement and other than in connection with implementation of the Acquisition. Further details on MIP will be contained in the Scheme Document.

As MIP was incorporated on 28 October 2020, no financial information is available or has been published in respect of MIP and, there are no current ratings or outlooks publicly accorded to MIP by ratings agencies.

MIP Shareholders' Agreement

On 4 October 2021 MIP, Amarjit Singh Grewal, Apinder Singh Ghura, KJR Brothers Limited, Gordon Brothers International LLC and Aurelius Finance Company Limited entered into a subscription and shareholders' agreement in relation to MIP (the "MIP Shareholders' Agreement").

Pursuant to the MIP Shareholders' Agreement, which contains customary warranties, each of Amarjit Singh Grewal and Apinder Singh Ghura subscribed for a further 499,500 ordinary shares of £0.1 each and KJR Brothers Limited subscribed for 285,714 ordinary shares of £0.1 each in MIP. Additionally, Gordon Brothers International LLC subscribed for 101,430 non-voting preference shares of £0.1 each and Aurelius Finance Company Limited subscribed for 43,470 non-voting preference shares of £0.1 each in MIP.

The MIP Shareholders' Agreement governs the terms of each party's shareholding in MIP and the right and obligations of each MIP shareholder in respect of the governance of MIP. Certain customary decision can only be taken with the approval of ordinary shareholders holding at least 70 per cent of the voting rights.

The MIP preference shares entitle a holder to appoint a board observer (and in certain limited circumstances to appoint a director for a temporary period) and to receive the same information as ordinary shareholders in MIP. Decisions of MIP's board or shareholders in respect of a further set of reserved matters can only be taken with the approval of the holder of the preference shares. Such decisions relate to the issue and redemption of equity and debt and the direction and conduct of MIP's business.

In accordance with the terms of the MIP Shareholders' Agreement, and without MIP preference shareholder approval, MIP may only declare and pay dividends in favour of the ordinary shareholders in respect of financial years commencing after 31 December 2022 provided that certain EBITDA, cash and debt repayment criteria are met. Where dividends exceed 35 per cent. of the EBITDA in any such qualifying financial years, the holders of MIP preference shares shall be entitled to receive a dividend equal to 11.12 per cent. of the amount by which the total dividend exceeds 35 per cent. of that EBITDA.

On an exit, being an IPO or sale of the Company, or a sale of all or substantially all of the business and assets of MIP, the MIP preference shares shall convert into 10 per cent. of the fully diluted ordinary share capital of MIP. If an exit has not been achieved by the seventh anniversary of the date of the MIP Shareholders' Agreement the holders of the MIP preference shares may require the commencement of a process to market the Company for sale (and with ordinary shareholders in MIP having the right to prevent that process by purchasing the MIP preference shares on an agreed valuation formula).

Apinder Singh Ghura

Apinder Singh Ghura is a chartered accountant and a founding director of Chan Commercial Limited. Apinder Singh Ghura has been a supplier to the apparel and fashion industry for 33 years, and has more recently invested in the sector, including the apparel brand, Bench, by way of his shareholding in Wraith Holdings International Limited.

Apinder Singh Ghura is also a director of Chan Property Group Limited, Northumberland County Developments Ltd and Newport Lane Estates Limited, through which he has been involved in the development of properties, including hotels and care homes, in the North of England. Apinder Singh Ghura is a director of Willow View Care Limited, a residential care centre based in Stockton-On-Tees.

Between 2 February and 5 February 2021, Apinder Singh Ghura purchased 24,518,465 French Connection Shares (comprising approximately 25.4 per cent of the issued share capital of French Connection on 1 October 2021 (being the last Business Day prior to the date of this Announcement)). These French Connection Shares will be acquired by MIP pursuant to the Conditional Sale Agreement upon the Acquisition becoming Effective.

Amarjit Singh Grewal

Amarjit Singh Grewal is a founding member and director of apparel company, Boi Trading Company Limited. Boi Trading Company Limited, based in Manchester, owns a collection of men's and ladies apparel brands including Crosshatch, Juice Clothing, Lily Lane, Duck and Cover, Gabicci and Ripstop.

Amarjit Singh Grewal is a director of apparel brands Ringspun Apparel Limited, Indigo Raw Clothing Ltd, Original Brands Limited, Money Industries Ltd, Apparel Brands Limited, NJK Clothing Ltd and Bench (through his directorship of Wraith Holdings International Limited), as well as Unimetal Ltd, a wholesaler of strut support channel and associated products, fasteners and fixings.

KJR Brothers Limited

KJR Brothers Limited was incorporated on 13 July 2021 in England and Wales. The ultimate shareholders are brothers Rafiq Daud Patel, Gafoor Daud Patel and their immediate family members, via their holdings in ZDK & Co Limited, ALGK & Co Limited and MRK & Co Limited.

Rafiq Daud Patel has experience in the apparel and fashion industry as a director of wholesale clothing company, NJK Clothing Limited. In October 2019, Amarjit Singh Grewal was appointed as a director of NJK Clothing Limited, a major supplier to retailers such as NEXT, Matalan and Asda.

7.         Information on French Connection

French Connection Group designs and produces branded fashion clothing for men and women which is distributed to more than 50 countries globally via retail, wholesale and e-commerce channels. The Company also licenses and franchises the brand to third party retailers allowing them to sell French Connection branded products and operate French Connection branded retail stores in Europe, the Middle East, Asia and Australia.

Its eponymous brand, French Connection, was founded in 1972 and is an internationally recognised British brand. The French Connection brand accounts for 92 per cent. of the French Connection Group's revenues and operates in the fashion-orientated market place offering a fashion-forward range of quality products at affordable prices.

In addition to French Connection, the French Connection Group portfolio includes two other brands - Great Plains and You Must Create (YMC) - each of which targets a different market segment and has achieved high levels of consumer recognition in the relevant segment.

8.         French Connection current trading and outlook

Following French Connection's last update in the preliminary results announcement on 28 April 2021, trading has continued to improve in line with management's expectations. Wholesale in both the UK and the US has performed well, with a good outcome in the Summer season coupled with encouraging order books for the Winter collections.

The Company achieved a stronger trading performance following the reopening of stores in Q2 2021 compared to the post-lockdown periods of 2020 and has additionally seen the benefit of the closure of several non-contributing stores over the last 18 months. In addition, the Company took a significantly less promotional stance through the Summer season in stores and through e-commerce, with increased full price sales. Consequently, margins improved, however sales growth has remained restricted to some extent. 

Licence income has generally returned to growth following the Covid-19 period, with a particularly strong performance from DFS.

The net debt/cash position is slightly ahead of management's expectations following a period of tight cash control, and this continues to be supported by credit facilities of £20 million which are available to fund the Company's larger working capital requirements during the second half of the year.

There still, however, remains a risk of disruption to trading due to any future Covid-19 restrictions, particularly through the Winter months, together with other macro-economic factors including the current constraints in the global supply chain and the impact on the availability of merchandise at the correct time.

Further details in respect of the Company's trading performance will be provided in the upcoming interim results announcement due to be published in mid-October 2021.

9.         Management, employees and locations of business

MIP's primary motivation behind the Acquisition is to implement a strategy, together with French Connection's management, which recognises the importance of French Connection's established network of suppliers and wholesale customers and develops French Connection's brands to facilitate future growth and profitability for the business.

Following completion of the Acquisition, MIP intends to carry out a detailed review of the overheads of the French Connection Group to ensure the business is operating efficiently.

MIP intends to analyse the existing product range and product pricing structure, with a view to improving its commercial edge, whilst remaining relevant to French Connection's loyal retail customer base.

Intentions with Respect to French Connection Directors

Upon completion of the Acquisition, MIP intends that Neil Williams, Chief Operating Officer and Lee Williams, Chief Financial Officer will continue their employment with French Connection. The current Chief Executive and Chairman of the group, Stephen Marks, will retire from the French Connection Board. The non-executive directors of the Company will each be expected to resign from his or her office as a director of the Company upon completion of the Acquisition. There are no share incentive arrangements in respect of the French Connection directors.

Intentions with Respect to French Connection Retail Store Locations

Following completion of the Acquisition and as soon as is reasonably practicable, MIP intends to carry out a strategic review of French Connection's retail division which MIP anticipates will conclude within the first six months. In January 2018, French Connection operated 53 stores globally and currently operates 24 stores, representing a material reduction in MIP's retail estate, which has in turn, significantly reduced the fixed costs associated with this area of the business. MIP fully supports this strategy and intends to continue this process instigated by French Connection and will continue to opportunistically close stores broadly in-line with recent rates of shrinkage, for example, upon store-lease expiration or those which are negatively contributing to Group profits. Any decision to close individual stores will be made following the strategic review. MIP's objective is to maintain a balance between retaining a visible high street presence for French Connection's brands, and the need to stem the current rate of losses of underperforming retail units to ensure that they do not continue to impact negatively on the overall performance of the French Connection Group.

Beyond continuing rationalisation of the retail store portfolio, there are no plans to change or redeploy the fixed assets of French Connection.

By contrast, e-commerce represents a significant growth opportunity for French Connection. MIP expects this to be a key part of French Connection's business in the future and intends to seek new alliances and strategic partnerships during the twelve months following Completion in order to grow this area of the business in the medium term.

Intentions with Respect to French Connection Employees

MIP intends that, following completion of the Acquisition, the contractual and statutory employment rights of all French Connection management and employees, including rights to pensions, will be fully safeguarded in accordance with applicable law. French Connection operates a group defined contribution scheme and contributes towards a number of personal pension plans. The Company's intention is to maintain current employer contributions to existing pension arrangements for existing employees and to continue to enrol new employees in the group defined contribution scheme in accordance with applicable workplace pensions legislation.

Following completion of the Acquisition, MIP intends to review both the conditions of employment and the balance of skills required and functions of French Connection employees, along with the management incentive structure of French Connection, in each case to reflect the change in French Connection's corporate status from a public company to a private company.

No conversations have yet taken place in relation to any proposed management incentive structure, whether by reference to common practice in this area or in relation to the likely quantum of any awards, no such conversations will take place and no commitments will be entered into, in each case prior to completion of the Acquisition. Thereafter MIP intends, subject to agreement with the relevant individuals, to introduce individually tailored incentive arrangements for key members of the French Connection management team.

French Connection has reduced the overall size of its workforce in recent years, in part due to store closures, from an average of 824 during the financial year 2020/21 to 591 as at 31 August 2021. Staff are employed within the following broad functional areas: Administration (78 employees); Design, Development and Production Management (100 employees) and Selling, Distribution and Retail (413 employees). Whilst acknowledging the Group structure is more complex as a result of French Connection's overseas operations and supply chain, following completion of the Acquisition MIP believes there is as an opportunity to continue to rebalance headcount between customer facing employees and support functions, in part to reflect recent shrinkage in the retail estate. As stated above, MIP will continue to opportunistically close stores in line with recent rates of attrition, and would expect there to be a corresponding reduction in headcount. At present, MIP does not anticipate reductions in headcount for non-customer facing roles to be material in the context of total headcount for the Wider French Connection Group.

In addition, French Connection employs a small number of personnel whose functions are directly associated with the running of French Connection as a public company who MIP will seek to redeploy, where possible, in order to minimise the headcount reduction that would otherwise arise.  MIP will carry out a review of the relevant functions following completion of the Acquisition and the precise number of employees actually affected will depend on the outcome of this review. Any affected employees will be treated in a fair and transparent manner and in accordance with their employment rights and applicable law.

Intentions with respect to French Connection Headquarters and Distribution Centre

Following completion of the Acquisition, MIP has no intention, at least within the next 12 months, to relocate French Connection's headquarters and headquarter functions from the existing office in London.

Furthermore, the negotiation of an extension to the lease relating to the French Connection distribution centre in Purfleet is currently being finalised (the lease having expired almost 12 months ago). As a result, MIP does not intend to relocate French Connection's distribution centre during the next 12 months. 

Trading facility

French Connection Shares are currently listed on the Official List and admitted to trading on the Main Market of the London Stock Exchange. As set out in paragraph 16, it is MIP's intention to seek the cancellation of the listing of French Connection Shares on the Official List of the FCA and cancellation of trading of French Connection Shares on the Main Market of the London Stock Exchange from or shortly after completion of the Acquisition.

Other Items

Owing to the nature of the business, other than normal product development French Connection has no research and development function. MIP has no plans to change this.

 Views of the French Connection Board

In evaluating the Acquisition, the French Connection Board has taken account of the impact of the Acquisition on wider stakeholders and has given due consideration to MIP's intention for French Connection's management, employees and places of business. Whilst the French Connection Board recognise that MIP may no longer require a limited number of central PLC-related functions and that MIP intends to continue the process of rationalising the retail store portfolio, both of which could result in some headcount reductions, the French Connection Directors are pleased to note that MIP does not anticipate making any material changes to the locations or functions of the business. The French Connection Directors are also pleased to note MIP's confirmation that, following the completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all French Connection employees will be fully safeguarded in accordance with applicable law.

None of the statements in this paragraph 9 are "post-offer undertakings" for the purpose of Rule 19.5 of the Takeover Code.

10.       Irrevocable undertakings

In addition to the irrevocable undertaking received from Stephen Marks referred to in paragraph 5 above, MIP has received irrevocable undertakings from Nicole Farhi, Candice Marks and from the trustees of the discretionary trusts established for the benefit of certain of Stephen Marks' children to vote in favour of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting, in respect of a total of 4,281,500 French Connection Shares, representing approximately 4.4 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement).

Accordingly, MIP has received in total irrevocable undertakings in respect of 42,094,190 French Connection Shares in aggregate, representing approximately 43.6 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement).

Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

11.       Financing

The cash consideration payable by MIP under the terms of the Acquisition will be funded through:

i.    a secured term debt facility of up to £25.0 million from Aurelius Finance Company Limited and 1903 Partners, LLC an affiliate of Gordon Brothers International, LLC pursuant to the terms of the Facility Agreement; and

ii.   an unsecured loan of £5.17 million to MIP by KJR Brothers Limited pursuant to the terms of the KJR Loan Agreement.

The balance of funds from the Facility Agreement and KJR Loan Agreement will be used by MIP to implement its strategy and to repay existing debt of French Connection.

Singer Capital Markets is satisfied that sufficient resources are available to MIP to satisfy in full the cash consideration payable to French Connection Shareholders under the terms of the Acquisition.

12.        Conditional Sale Agreement

On 4 October 2021 MIP and Apinder Singh Ghura entered into the Conditional Sale Agreement, under which MIP has agreed to acquire the French Connection Shares owned by Apinder Singh Ghura (being a total of 24,518,465 French Connection Shares, representing approximately 25.4 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)) for 30 pence in cash per French Connection Share, with £5.05 million of the consideration being left outstanding on the terms of the ASG Loan Agreement and £2.2 million of the consideration being left outstanding on the terms of the Amarjit Loan Agreement respectively. Completion of the Conditional Sale Agreement is conditional only on the Acquisition becoming Effective.

13.       Offer-related arrangements

Confidentiality Agreement

On 25 February 2021, Apinder Singh Ghura and French Connection entered into a confidentiality agreement (the "Confidentiality Agreement") in relation to the Acquisition, pursuant to which, amongst other things, Apinder Singh Ghura has undertaken to keep confidential information relating to French Connection and to the Acquisition and not to disclose it to third parties (with certain exceptions). The provisions of the Confidentiality Agreement also extend to cover MIP and its investors. These confidentiality obligations will remain in force for 18 months following the date of the Confidentiality Agreement. The Confidentiality Agreement contains standstill provisions which restrict Apinder Singh Ghura from acquiring or seeking to acquire interests in certain securities of French Connection without the consent of French Connection; with those restrictions ceasing to apply if a third party announces a firm intention to make an offer for French Connection. The Confidentiality Agreement contains provisions pursuant to which Apinder Singh Ghura has agreed not to solicit certain employees of French Connection's group, subject to customary carve-outs, for a period of 12 months from the date of the Confidentiality Agreement.

Cooperation Agreement

On 4 October 2021 MIP and French Connection entered into the Cooperation Agreement, under which MIP and French Connection have agreed, to the extent any Authorisations are required in connection with the Acquisition, to cooperate and provide each other with reasonable assistance, information and access in relation to obtaining such Authorisations.

The Cooperation Agreement records the intention of MIP and French Connection to implement the Acquisition pursuant to the Scheme. However MIP may, with the consent of the Panel, elect to implement the Acquisition by way of a Takeover Offer in certain circumstances, including if:

·    French Connection provides its prior written consent; or

·    a third party announces a firm intention to make an offer for all or part of the issued and to be issued share capital of French Connection; or

·    the French Connection Board (i) does not include a recommendation in the Scheme Document; or (ii) withdraws, qualifies or modifies its unanimous and unconditional recommendation in relation to the Acquisition.

The Cooperation Agreement will terminate (among other circumstances):

·    if agreed between MIP and French Connection prior to the Effective Date;

·    upon written notice by MIP to French Connection if (i) prior to the Long-Stop Date any Condition which has not been waived is not satisfied or has become incapable of satisfaction; or (ii) the French Connection Board withdraws, adversely qualifies or adversely modifies the French Connection Board's unanimous and unconditional recommendation of the Acquisition; or (iii) the Scheme Document fails to contain a unanimous and unconditional recommendation of the Acquisition from the French Connection Board; or (iv) a third party announces a firm intention to make an offer or revised offer for French Connection which is recommended by the French Connection Board or which completes, becomes effective or becomes unconditional in all respects; or

·    upon written notice by either party if (i) the Scheme is not approved by the French Connection Shareholders at the Court Meeting or the General Meeting or the Court refuses to sanction the Scheme; or (ii) the Scheme has not been implemented by the Long-Stop Date (unless MIP has exercised its right to switch to a Takeover Offer or announces that it intends to implement the Acquisition by a different offer or scheme on substantially the same or improved terms); or (iii) the Scheme Document and notice of the Court Meeting and the General Meeting are not published within 28 days of the date of the Press Announcement; or (iv) the Court Meeting and/or the General Meeting are/is not held on or before the later of the 22^nd day after the expected date of such meeting or such a later date as may be agreed between the parties; or (v) the Effective Date has not occurred by the Long-Stop Date.

14.       Structure of the Acquisition

The Scheme

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between French Connection and the French Connection Scheme Shareholders under Part 26 of the Companies Act, although MIP reserves the right to elect to implement the offer by means of a Takeover Offer with the consent of the Panel and in accordance with the terms of the Cooperation Agreement.

The purpose of the Scheme is for MIP to become the holder of the entire issued and to be issued ordinary share capital of French Connection not currently owned by Apinder Singh Ghura. Following the Scheme becoming Effective, the Scheme Shares will be transferred to MIP, in consideration for which French Connection Scheme Shareholders whose names appear on the register of members of French Connection at the Scheme Record Time will receive 30 pence in cash.

The French Connection Shares held by Apinder Singh Ghura will be acquired by MIP pursuant to the terms of the Conditional Sale Agreement with effect from the Acquisition becoming Effective.

Conditions

Implementation of the Scheme will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, on or before the Long-Stop Date or such later date (if any) as MIP and French Connection may agree and the Panel and the Court may allow. In summary, the Acquisition will be conditional, amongst other things, upon:

·     the approval of the Scheme by a majority in number of the French Connection Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such French Connection Scheme Shareholders and such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as MIP and French Connection may agree);

·     the resolution(s) required to approve and implement the Scheme, as set out in the notice of the General Meeting (including, without limitation, the Resolution(s), being duly passed by the requisite majorities of French Connection Shareholders at the General Meeting (or at any adjournment thereof) and such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) as MIP and French Connection may agree); and

·     the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to MIP and French Connection) and the delivery of a copy of the Court Order to the Registrar of Companies and the Court Hearing being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) as MIP and French Connection may agree); and

·     the other conditions not otherwise identified above (but set out in the Scheme Document) either being satisfied or, with the exception of certain conditions which are not capable of waiver, waived.

The deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing to sanction the Scheme as set out above may be waived by MIP, and the Long-Stop Date may be extended by agreement between French Connection and MIP.

Once the necessary approvals from French Connection Shareholders and the Court have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme shall then become effective upon delivery of the Court Order to the Registrar of Companies.

As a result of his interest in the Offer, Apinder Singh Ghura will not be entitled to vote at the Court Meeting in respect of the Scheme and his relevant holding of French Connection Shares (comprising approximately 25.4 per cent. of the issued share capital of French Connection as at 1 October 2021) will not count towards the majorities required to approve the Scheme. Apinder Singh Ghura is however entitled to vote at the General Meeting.

In order that the Court can be satisfied that the votes cast constitute a fair representation of the views of French Connection Shareholders, it is important that as many votes as possible are cast in person or by proxy at the Court Meeting.

It is expected that the Scheme Document will be dispatched to French Connection Shareholders within 28 days of this Announcement (unless otherwise agreed between French Connection and MIP with the consent of the Panel). Subject to the satisfaction or waiver of the Conditions set out in Appendix I to this Announcement, it is expected that the Scheme will become effective before the end of Q4 2021.

If the Scheme is not effective by the Long-Stop Date (or such later date (if any) as French Connection and MIP may, with the consent of the Panel, agree and (if required) the Court may allow), the Scheme will not be implemented and the Acquisition will not proceed.

Upon the Scheme becoming Effective: (i) it shall be binding on all French Connection Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of French Connection Shares will cease to be valid and entitlements to French Connection Shares held within the CREST system will be cancelled. The consideration for the transfer of Scheme Shares to MIP will be despatched to French Connection Scheme Shareholders no later than 14 days after the Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme will be governed by English law and will be subject to the jurisdiction of the Courts of England and Wales. The Scheme will also be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA.

Right to switch to a Takeover Offer

MIP reserves the right, with the consent of the Panel and in accordance with the terms of the Cooperation Agreement, a summary of which is set out in paragraph 13 above, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of French Connection and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to a Takeover Offer. In such event, the Acquisition will be implemented on the same terms as those which would apply to the Scheme, subject to appropriate amendments, so far as applicable, as those which would apply to the Scheme, including (without limitation) an acceptance condition set at 75 per cent. (or such percentage as is determined in accordance with the Cooperation Agreement).

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, MIP intends to: (i) make a request to the UK Listing Authority to cancel the listing of the French Connection Shares from the Official List; (ii) make a request to the London Stock Exchange to cancel trading in French Connection Shares on the Main Market; and (iii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining French Connection Shares in respect of which the Takeover Offer has not been accepted.

15.       Disclosure of interests in French Connection

Apinder Singh Ghura a director and shareholder of MIP made a public Opening Position Disclosure in respect of the interests in the relevant securities of French Connection held by him on 5 February 2021 (the "ASG Opening Position Disclosure").

As set out in the ASG Opening Position Disclosure, 24,470,119 French Connection Shares were held by Apinder Singh Ghura as at the opening of trading on 5 February 2021. On 5 February 2021, Apinder Singh Ghura acquired (over a series of transactions) a further 306,846 French Connection Shares, and disposed of 258,500, bringing his total shareholding to 24,518,465 French Connection Shares (representing approximately 25.4 per cent. of the ordinary share capital of French Connection in issue on 1 October 2021 (being the last Business Day prior to the date of this Announcement)).

It is intended that the French Connection Shares held by Apinder Singh Ghura will be acquired by MIP pursuant to the terms of the Conditional Sale Agreement with effect from the Acquisition becoming Effective.

Other than as disclosed above and except for the irrevocable undertakings referred to in paragraph 10 above, as at the close of business on 1 October 2021 (being the last Business Day prior to the date of this Announcement), none of MIP or any MIP Directors or, so far as MIP is aware, any person acting, or deemed to be acting, in concert with MIP for the purposes of the Acquisition:

·     had an interest in, or right to subscribe for, relevant securities of French Connection;

·     had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of French Connection;

·     had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of French Connection; or

·     had borrowed or lent any French Connection Shares.

Furthermore, save for the irrevocable undertakings described in paragraph 10 above, no arrangement exists between MIP or French Connection or a person acting in concert with MIP or French Connection in relation to French Connection Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to French Connection Shares which may be an inducement to deal or refrain from dealing in such securities.

16.       Delisting and re-registration

The last day of dealings in French Connection Shares is expected to be the Business Day prior to the Effective Date. Prior to the Scheme becoming Effective, it is intended that an application will be made to the UK Listing Authority and the London Stock Exchange for the cancellation of the listing of the French Connection Shares on the Official List and the trading of the French Connection Shares on the premium segment of the Main Market of the London Stock Exchange, such cancellation to be conditional on the Scheme becoming Effective, and to take effect on and from or shortly after the Effective Date.

On the Effective Date, share certificates in respect of French Connection Shares will cease to be valid and entitlements to French Connection Shares held within the CREST system will be cancelled or transferred. It is also proposed that, as soon as reasonably practicable following the Effective Date, French Connection will be re-registered as a private limited company. A resolution to approve the re-registration will be proposed at the General Meeting.

17.       Overseas Shareholders

The ability of Overseas Shareholders to participate in the Acquisition and the distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document, the Forms of Proxy or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their French Connection Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their French Connection Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

18.       Documents published on website

Copies of the following documents will be made available on French Connection's website at http://www.frenchconnection.com by no later than 12 noon on 5 October 2021 (being the Business Day following the date of this Announcement) until the end of the Offer Period:

·     this Announcement;

·     the irrevocable undertakings referred to in paragraph 10 above;

·     the Confidentiality Agreement;

·     the Cooperation Agreement;

·     the Conditional Sale Agreement;

·     the MIP Shareholders' Agreement;

·     the Facility Agreement;

·     the ASG Loan Agreement;

·     the Amarjit Loan Agreement; and

·     the KJR Loan Agreement.

Neither the contents of French Connection's website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into or forms part of, this Announcement.

19.       General

Singer Capital Markets and WH Ireland have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Shoosmiths LLP are acting as legal adviser to MIP.

WH Ireland is acting as financial adviser and corporate broker to French Connection. Clifford Chance LLP is acting as legal adviser to French Connection.

The terms and conditions contained in this Announcement are set out in Appendix I to this Announcement. The sources of certain financial information and bases of calculation contained in this Announcement are set out in Appendix II to this Announcement. Certain terms and expressions used in this Announcement are defined in Appendix IV to this Announcement.

IMPORTANT NOTICES:

Disclaimers

Singer Capital Markets is acting exclusively as financial adviser for to 1903 Partners, LLC and Aurelius Finance Company Limited (lenders to MIP)  and no-one else in connection with the Acquisition and will not be responsible to anyone other than 1903 Partners, LLC and Aurelius Finance Company Limited  for providing the protections offered to clients of Singer Capital Markets or for providing advice in relation to the Acquisition, the contents of this Announcement or any matter referred to in this Announcement. Singer Capital Markets is authorised and regulated in the United Kingdom by the Financial Conduct Authority in respect of regulated activities. Singer Capital Markets can be contacted at its principal office: One Bartholomew Lane, London EC2N 2AX. Singer Capital Markets is also providing the cash confirmation statement for the purposes of the Takeover Code as set out in paragraph 11 of this Announcement.

WH Ireland, which is authorised and regulated in the UK by the FCA, is acting as financial adviser and broker exclusively for French Connection and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than French Connection for providing the protections afforded to clients of WH Ireland, nor for providing advice in relation to any matter referred to herein.

This Announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

In accordance with normal UK practice, MIP or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase French Connection Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Takeover Offer, if applicable) becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Overseas Shareholders

The availability of the Acquisition to Overseas Shareholders and the distribution of this Announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves of, and observe, any such restrictions. Any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their French Connection Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their French Connection Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with the law of England and Wales and the Takeover Code 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 of England and Wales.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. 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 of 1934 (the "US Exchange Act"). Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. US GAAP differs in certain significant respects from the International Financial Reporting Standards. None of the financial information in this Announcement or the Scheme documentation has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States). If MIP were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the US, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by MIP and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its French Connection Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each French Connection Shareholder is urged to consult his independent legal, tax and financial advisers immediately regarding the tax consequences of the Acquisition applicable to him/her, including under applicable US state and local, as well as foreign and other, tax laws.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws in connection with the Acquisition, since MIP and French Connection are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders 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 judgement.

In the event that the Acquisition is implemented by way of Takeover Offer, in compliance with applicable UK laws, MIP, its dealer manager (and their advisors or affiliates), or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of French Connection other than pursuant to such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the Acquisition nor this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Forward-Looking Statements

This Announcement (including any information that is incorporated by reference into this Announcement) contains statements about the Wider MIP Group and the Wider French Connection Group that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof. Forward-looking statements may include 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 the operations of the Wider MIP Group or the Wider French Connection Group and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the businesses of the Wider MIP Group or the Wider French Connection Group.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to the Wider MIP Group or the Wider French Connection Group or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. MIP and French Connection disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for French Connection for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for French Connection.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Right to switch to a Takeover Offer

MIP reserves the right, with the consent of the Panel and in accordance with the terms of the Cooperation Agreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of French Connection and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to a Takeover Offer.

Information Relating to French Connection Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by French Connection Shareholders, persons with information rights and other relevant persons for the receipt of communications from French Connection may be provided to MIP during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and availability of Hard Copies

A copy of this Announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on French Connection's website (http://www.frenchconnection.com), by no later than 12 noon on 5 October 2021.

Neither the content of this website nor the content of any other website accessible from hyperlinks on any such website is incorporated into, or forms part of, this Announcement.

French Connection Shareholders may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by contacting Link Group during business hours on 0371 664 0300 (local) and +44 (0) 371 664 0300 or by submitting a request in writing to Link Group, 10^th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Unless French Connection Shareholders make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to French Connection Shareholders. French Connection Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition be in hard copy form.

If French Connection Shareholders are in any doubt about the contents of this Announcement or what action they should take, they are recommended to seek their own personal financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this Announcement are London times, unless otherwise stated.