TIDMFENR TIDMTTM
RNS Number : 7438K
Fenner PLC
12 April 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE 12 April 2018
Recommended cash offer
for
Fenner PLC
by
Compagnie Générale des Établissements Michelin SCA
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 19 March 2018, the boards of Compagnie Générale des
Établissements Michelin SCA ("Michelin") and Fenner PLC ("Fenner")
announced that they had reached agreement on the terms of a
recommended cash acquisition pursuant to which the entire issued
and to be issued ordinary share capital of Fenner will be acquired
by Michelin (the "Acquisition"), to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
Fenner and Michelin are pleased to announce that the scheme
document containing the full terms and conditions of the
Acquisition (the "Scheme Document"), together with the associated
Forms of Proxy for the Court Meeting and General Meeting to be held
in connection with the Scheme, is being published and sent today to
Fenner Shareholders and, for information only, to persons with
information rights and to holders of awards under the Fenner Share
Scheme.
The Scheme Document and associated Forms of Proxy will be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on the Fenner
website at www.fenner.com for the period up to and including the
Effective Date. The contents of this website are not incorporated
into, and do not form part of, this announcement.
The Scheme Document contains, amongst other items, a letter from
the Chairman of Fenner, a statutory explanatory statement, an
expected timetable of principal events, and details of the actions
to be taken by holders of Fenner Shareholders.
The Fenner Directors, who have been so advised by Rothschild as
to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. Rothschild is providing
independent financial advice to the Fenner Directors for the
purposes of Rule 3 of the Code. In providing its financial advice
to the Fenner Directors, Rothschild has taken into account the
commercial assessments of the Fenner Directors.
Accordingly, the Fenner Directors recommend unanimously that
Fenner Shareholders vote in favour of the Scheme at the Court
Meeting and the resolution relating to the Acquisition at the
General Meeting, as each of the Fenner Directors have irrevocably
undertaken to do in respect of their own beneficial holdings of
Fenner Shares and in respect of Fenner Shares held by persons
connected with them.
Notices of the Court Meeting and General Meeting
To become effective, the Scheme requires, amongst other things,
that the requisite majority of Scheme Shareholders vote in favour
of the Scheme at the Court Meeting and that the requisite majority
of Fenner Shareholders vote in favour of the Special Resolution at
the General Meeting, as described in the Scheme Document. The
Scheme is also subject to the satisfaction or waiver of the
Conditions set out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting for
11.00 a.m. and 11.15 a.m. respectively on 16 May 2018 (or, in
respect of the General Meeting, as soon thereafter as the Court
Meeting has concluded or been adjourned) at Pinsent Masons LLP, 1
Park Row, Leeds LS1 5AB, are set out in the Scheme Document. Forms
of Proxy for use at such Meetings are enclosed with the Scheme
Document.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of the opinion of Fenner
Shareholders. Fenner Shareholders are therefore strongly urged to
complete, sign and return their Forms of Proxy (once received), or
deliver their voting instructions by one of the other methods
described in the Scheme Document, as soon as possible.
Timetable
The current expected timetable of principal events for the
implementation of the Scheme is set out in the Scheme Document and
attached as an appendix to this announcement. If any of the key
dates set out in the expected timetable change, an announcement
will be made via a Regulatory Information Service.
Subject to the approval of the Scheme Shareholders, the sanction
of the Court and the satisfaction or waiver of the Conditions, it
is currently expected that the Scheme will become effective on 31
May 2018.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
For more information please contact:
Rothschild (Fenner's Financial Adviser) Tel: +44 (0)20 7280 1400
Ravi Gupta
Stephen Griffiths
Morgan Stanley (Michelin's Financial Adviser) Tel: +44 (0)20 7425 8000
Mark Rawlinson
Laurence Hopkins
Dominic Desbiens
Ben Grindley (Corporate Broking)
Disclosure requirements under the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 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
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 Code, any person who is, or becomes,
interested in 1% 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 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
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
under the Code).
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 Takeover 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.
Important Notices relating to Financial Advisers
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting as exclusive financial adviser to Fenner
and no one else in connection with the subject matter of this
announcement. In connection with the subject matter of this
announcement, Rothschild, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in relation to the contents of this
announcement or any other matter referred to therein.
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively as financial adviser to Michelin and for no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Michelin for providing the protections afforded to its clients or
for providing advice in relation to the matters referred to in this
announcement. Neither Morgan Stanley, nor any of its affiliates,
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Morgan
Stanley in connection with the contents of this announcement, any
statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
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 Scheme or otherwise. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (unless Michelin elects, with the consent of the Panel, to
implement the Acquisition by way of Takeover Offer) which will
contain the full terms and conditions of the Scheme, including
details of how to vote in respect of the Scheme. Any decision in
respect of, or other response to, the Scheme should be made only on
the basis of the information contained in the Scheme Document.
Fenner Shareholders are advised to read the Scheme Document
carefully.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Forward-looking statements
This announcement contains statements about Michelin and Fenner
which are, or may be deemed to be, "forward-looking statements" and
which are prospective in nature. All statements other than
statements of historical fact included in this announcement may be
forward-looking statements. They are based on current expectations
and projections 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. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "predicts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. 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 Michelin's or
Fenner's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Michelin's or Fenner's business.
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 may cause
the actual results, performance or achievements of the Michelin
Group or the Fenner Group to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. These factors include changes in
the global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. For a
discussion of important factors which could cause actual results to
differ from forward-looking statements in relation to the Fenner
Group, refer to the annual report and accounts of the Fenner Group
for the financial year ended 31 August 2017. Each of the Michelin
Group and the Fenner Group, and each of their respective members,
directors, officers, employees, advisers and persons acting on
their behalf, expressly disclaims any intention or obligation to
update or revise any forward-looking or other statements contained
in this announcement, whether as a result of new information,
future events or otherwise, except as required by applicable
law.
No member of the Michelin Group, nor the Fenner Group, nor any
of their respective associates, directors, officers, employees 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.
Except as expressly provided in this announcement, no
forward-looking or other statements have been reviewed by the
auditors of the Michelin Group or the Fenner Group. All subsequent
oral or written forward-looking statements attributable to any
member of the Michelin Group or Fenner Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published and made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Fenner's website at www.fenner.com and Michelin's
website at www.michelin.com by no later than 12 noon on the
Business Day following this announcement. For the avoidance of
doubt, the contents of those websites are not incorporated by
reference into, and do not form part of, this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Fenner Shares
with respect to the Scheme at the Court Meeting or the General
Meeting, or to execute and deliver forms of proxy appointing
another person to vote at the Court Meeting or the General 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 has
been prepared for the purpose of complying with English law, the
rules of the London Stock Exchange and the 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 the United Kingdom.
Unless otherwise determined by Michelin 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
Acquisition 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 any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction, and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send such documents in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect
of the Acquisition.
Further details in relation to Fenner Shareholders in overseas
jurisdictions are contained in the Scheme Document.
APPIX
Expected timetable of principal events
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and/or date
Latest time for lodging Forms of
Proxy for the:
Court Meeting (blue form) 11.00 a.m. on 14 May 2018 (1)
General Meeting (yellow form) 11.15 a.m. on 14 May 2018 (2)
Voting Record Time for the Court 6.00 p.m. on 14 May 2018 (3)
Meeting and the General Meeting
Court Meeting 11.00 a.m. on 16 May 2018
General Meeting 11.15 a.m. on 16 May 2018 (4)
The following dates are indicative only and
are subject to change(5)
Court Hearing 25 May 2018
Last day of dealings in, or for 29 May 2018
registration of transfers of, Fenner
Shares
Dealings in Fenner Shares suspended 5.00 p.m. on 29 May 2018
Scheme Record Time 6.00 p.m on 29 May 2018
Effective Date of the Scheme 31 May 2018 (D)
Delisting of Fenner Shares By 7.00 a.m. on D+1
Despatch of cheques and crediting By D+14
of CREST for Cash Consideration
due under the Scheme
Long Stop Date 14 September 2018(6)
Notes:
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours before the time appointed
for the Court Meeting, excluding any part of a day that is not a
business day. Blue Forms of Proxy not so lodged may be handed to
the Chairman of the Court Meeting or Link on behalf of the Chairman
of the Court Meeting before the start of the Court Meeting.
(2) Yellow Forms of Proxy for the General Meeting must be lodged
not later than 48 hours before the time appointed for the General
Meeting, excluding any part of a day that is not a business day.
Yellow Forms of Proxy for the General Meeting not lodged by this
time will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days before the
date of the adjourned meeting, excluding any part of a day that is
not a business day.
(4) Or as soon as the Court Meeting shall have concluded or been
adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Registrar of
Companies.
(6) This is the latest date by which the Scheme may become
effective unless Michelin and Fenner agree (and the Panel and, if
required, the Court permit) a later date.
The Interim Dividend will be declared on or around 25 April 2018
and will be paid by Fenner to Fenner Shareholders (by reference to
a record date to be announced at the time of that declaration)
ahead of the Effective Date. The relevant announcement of this
information will be made through a Regulatory Information Service
with such announcement being made available on Fenner's website at
www.fenner.com.
All references in this announcement to times are to London time
unless otherwise stated. The dates and times given are indicative
only and are based on Fenner's current expectations and may be
subject to change (including as a result of changes to the
regulatory timetable). If any of the expected times and/or dates
above change, the revised times and/or dates will be notified to
Fenner Shareholders by announcement through a Regulatory
Information Service.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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