TIDMEXO
RNS Number : 0460F
Element Materials Tech Group Ltd
12 May 2017
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
12 May 2017
RECOMMED CASH ACQUISITION
of
EXOVA GROUP PLC
by
ELEMENT MATERIALS TECHNOLOGY GROUP LIMITED
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Regulatory Update
The Board of Element Materials Technology Group Limited
("Element") notes the announcement by Exova Group plc ("Exova")
that it is today posting to Exova Shareholders a scheme document
relating to the Acquisition (the "Scheme Document"), together with
the associated Forms of Proxy.
The Acquisition is subject to the Conditions and further terms
set out in full in Part III (Conditions to and further terms of the
Implementation of the Acquisition and the Scheme) of the Scheme
Document, including, amongst other things, the receipt of the
relevant clearances from competition authorities in the United
States, Sweden and Germany and certain notifications being made and
applicable notification and/or waiting periods having expired in
respect of ITAR and the Canadian Controlled Goods Regulations. In
particular, it should be noted that the condition relating to
United States competition clearance will not be satisfied if the
Acquisition is the subject of a Second Request from the Antitrust
Division of the United States Department of Justice or the United
States Federal Trade Commission.
In relation to the above, notification and report forms under
the HSR Act were filed with the relevant authorities in the United
States on 3 May 2017 and merger control notifications were
submitted to the German Federal Cartel Office (Bundeskartellamt) on
5 May 2017 and the Swedish Competition Authority (Konkurrensverket)
on 8 May 2017.
In addition, the relevant notification in respect of the
Canadian Controlled Goods Regulations was made to the Canadian
Controlled Goods Directorate on 21 April 2017 and the relevant
notification in respect of ITAR was made to the US Office of
Defense Trade Controls Compliance on 24 April 2017.
The Scheme Document contains an expected timetable of events.
Subject to approval at the Meetings, Court approval and the
satisfaction, or waiver, of the other Conditions set out in the
Scheme Document (including, but not limited to, the receipt of the
antitrust clearances set out above), the Scheme is expected to
become effective on 29 June 2017.
Capitalised terms used, but not defined, in this announcement
shall have the same meaning as set out in the Scheme Document.
Enquiries:
------------------------------------- --------------
Element Materials Technology
Group Limited
------------------------------------- --------------
Charles Noall Tel: +44 (0)
Jo Wetz 20 3540 1825
Tel: +44 (0)
20 3540 1820
------------------------------------- --------------
Bridgepoint Advisers Limited
------------------------------------- --------------
James Murray Tel: +44 (0)
20 7034 3555
------------------------------------- --------------
BofA Merrill Lynch (joint financial Tel: +44 (0)
adviser to Bridgepoint, Element 20 7628 1000
and Element Bidco)
------------------------------------- --------------
Eamon Brabazon
Justin Anstee
Geoff Iles
Adam Tinsley
------------------------------------- --------------
HSBC (joint financial adviser Tel: +44 (0)
to Bridgepoint, Element and 20 7991 8888
Element Bidco and corporate
broker to the Acquisition)
------------------------------------- --------------
Omar Faruqui
Andrew Owens
Simon Alexander (corporate broking)
Greg Hely Hutchinson
------------------------------------- --------------
Finsbury (public relations adviser Tel: +44 (0)
to Bridgepoint, Element and 20 7251 3801
Element Bidco)
------------------------------------- --------------
Jenny Davy
Charles O'Brien
------------------------------------- --------------
Further Information
Merrill Lynch International ("BofA Merrill Lynch"), which is
authorised by the Prudential Regulation Authority and regulated by
the FCA and the Prudential Regulation Authority in the United
Kingdom, is acting for Bridgepoint, Element and Element Bidco and
no one else in connection with the Acquisition and will not be
responsible to anyone other than Bridgepoint, Element and Element
Bidco for providing the protections afforded to clients of BofA
Merrill Lynch, or for giving advice in connection with the
Acquisition or any matter referred to herein.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the United Kingdom, is acting for
Bridgepoint, Element and Element Bidco and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Bridgepoint, Element and Element Bidco for
providing the protections afforded to clients of HSBC, or for
providing advice in connection with the Acquisition or any matter
described in this announcement or any transaction or arrangement
referred to herein.
This announcement is not intended to and does not constitute, or
form part of, any offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Exova in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely on the basis of
information contained or referred to in, or the procedures set out
in, the Scheme Document and the accompanying Forms of Proxy, which
together contain the full terms and conditions of the Acquisition
including details of how to vote in respect of the Acquisition. Any
vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information
contained in the Scheme Document. Shareholders are advised to read
the formal documentation in relation to the Acquisition
carefully.
Overseas Shareholders and Notice to US Investors
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Exova Shares
with respect to the Scheme at the Court Meeting, or to appoint
another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. Any failure to comply with the
applicable 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 and
the Scheme Document and its accompanying documents have been
prepared for the purposes of complying with English law and the
Code and the information disclosed may not be the same as that
which would have been disclosed as if they had been prepared in
accordance with the laws of jurisdictions outside of England.
The Acquisition relates to the shares of an English company and
is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to proxy
solicitation or tender offer rules under the US Securities Exchange
Act of 1934, as amended (the "US Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom and under the Code to schemes of
arrangement, which differ from the disclosure requirements of the
US proxy solicitation rules and tender offer rules. If Element
Bidco exercises its right to implement the Acquisition of the Exova
Shares by way of a Takeover Offer, such Takeover Offer will be made
in compliance with applicable US securities laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such Takeover Offer would be made in the United States
by Element Bidco and no one else. In addition to any such Takeover
Offer, Element Bidco, certain affiliated companies and the nominees
or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Exova outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
were to be made they would be made outside the United States and
would comply with applicable law, including the US Exchange Act.
Any information about such purchases will be disclosed as required
in the United Kingdom, will be reported to a Regulatory Information
Service of the UKLA and will be available on the London Stock
Exchange Website (www.londonstockexchange.com).
It may be difficult for US holders of Exova Shares to enforce
their rights and claims arising out of the US federal securities
laws, since Element Bidco and Exova 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 of Exova Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of the 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.
Unless otherwise determined by Element Bidco or required by the
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Exova Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Further details in relation to Overseas Shareholders are
contained in paragraph 15 of Part II (Explanatory Statement) of the
Scheme Document.
Forward Looking Statements
This announcement, oral statements made regarding the
Acquisition and other information published by Element Bidco and
Exova contains statements that are or may be forward looking
statements. Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of Element Bidco and
Exova about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects of
the Acquisition on Element Bidco and Exova, the expected timing and
scope of the Acquisition and other statements other than historical
facts. All statements other than statements of historical facts
included in this announcement may be forward looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "should", "could", "would", "may",
"anticipates", "estimates", "synergy", "cost-saving", "projects",
"goal", "strategy", "budget", "forecast" or "might" or, words or
terms of similar substance or the negative thereof, are forward
looking statements.
These forward looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of
Element Bidco or Exova or their respective financial advisers. Such
forward looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward looking statements. These factors include the
satisfaction of the Conditions, as well as additional factors, such
as: fluctuations in the capital markets; fluctuations in interest
and exchange rates; increased regulation or regulatory scrutiny;
the occurrence of unforeseen disasters or catastrophes; political
or economic instability in principal markets; adverse outcomes in
litigation; and general, local and global economic, political,
business and market conditions. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
Element Bidco nor Exova, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements. All subsequent oral or written forward looking
statements attributable to Element Bidco or Exova 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. Element Bidco and Exova disclaim
any obligation to update or revise any forward looking or other
statements contained herein other than in accordance with their
legal and regulatory obligations.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the 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 paper 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 document in which any paper 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 paper 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 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th business day
following the document in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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 pm (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 paper
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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEALSAFDEXEFF
(END) Dow Jones Newswires
May 12, 2017 10:43 ET (14:43 GMT)
Exova (LSE:EXO)
過去 株価チャート
から 6 2024 まで 7 2024
Exova (LSE:EXO)
過去 株価チャート
から 7 2023 まで 7 2024
