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
31 July
2024
Tyman plc
RULE 2.9 ANNOUNCEMENT
In accordance with Rule 2.9 of the City Code on
Takeovers and Mergers (the "Code"), the Company confirms that as at
the date and time of this announcement it had in issue 197,007,488
ordinary shares of 5 pence each ("Shares"). This includes: (i) the
transfer of 439,810 Shares held in the Company's treasury to the
Company's employee benefit trust; and (ii) following the issuance
and allotment of 245,429 Shares to the Company's employee benefit
trust, in both cases to satisfy share plan awards and options which
vest or are exercised in connection with the scheme of arrangement
in relation to the acquisition of the Company by Quanex Building
Products Corporation. The International Securities
Identification Number (ISIN) for the ordinary shares of the Company
is GB00B29H4253.
Enquiries
Tyman
Rutger Helbing - Chief Executive
Officer
+44 207 976 8000
Jason Ashton - Chief Financial Officer
Greenhill
(Lead Financial adviser to Tyman)
Charles Montgomerie
+44 207 198 7400
David Wyles
Charles Spencer
Deutsche Numis
(Financial adviser and Corporate broker to
Tyman)
Jonathan
Wilcox
+44 207 260 1000
Richard Thomas
MHP Group
(PR adviser to
Tyman)
Reg Hoare
+44
7801 894577 / tyman@mhpgroup.com
Rachel
Farrington
Matthew Taylor
Important notices about financial
advisers
Greenhill
& Co. International LLP ("Greenhill"), an affiliate of Mizuho,
which is authorised and regulated in the United Kingdom by the FCA,
is acting as lead financial adviser to Tyman and for no one else in
connection with the Transaction and will not be responsible to
anyone other than Tyman for providing the protections afforded to
its clients nor for providing advice in relation to the
Transaction, the contents of this announcement or any other matters
referred to in this announcement.
Numis
Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Tyman and no one else
in connection with the matters described in this announcement and
will not be responsible to anyone other than Tyman for providing
the protections afforded to clients of Deutsche Numis, or for
providing advice in connection with the matters referred to herein.
Neither Deutsche Numis nor any of its group undertakings or
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 Deutsche Numis in connection with this announcement or any
matter referred to herein.
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 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.
Publication
of this announcement on website
A copy of
this announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on Tyman's website
at https://www.tymanplc.com/investor-relations
by no later than 12:00 p.m.
(London time) on the Business Day following this
announcement.
For the
avoidance of doubt, the contents of this website and any websites
accessible from hyperlinks on this website are not incorporated
into, and do not form part of, this announcement.
General
If you are in
any doubt about the contents of this announcement or the action you
should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor or independent financial adviser duly authorised under
FSMA if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial
adviser.