TIDMLWB
RNS Number : 6261M
Low & Bonar PLC
12 May 2020
SCHEME OF ARRANGEMENT
Low & Bonar PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM
ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
12 May 2020
Recommended cash acquisition
of
Low & Bonar PLC
by
FV Beteiligungs-GmbH
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 20 September 2019, Low & Bonar PLC (Low & Bonar) and
FV Beteiligungs-GmbH (FVB), a wholly-owned subsidiary of
Freudenberg SE (Freudenberg), announced their agreement on the
terms of a recommended cash acquisition by FVB of the entire issued
and to be issued ordinary share capital of Low & Bonar (the
Acquisition), to be effected by means of a Court-approved scheme of
arrangement under Part 26 of the Companies Act 2006 (the Scheme).
On 7 May 2020, Low & Bonar announced that the Court had
sanctioned the Scheme to effect the Acquisition of Low & Bonar
by FVB.
Following the filing of a copy of the Court Order with the
Registrar of Companies in Scotland earlier today, Low & Bonar
is pleased to announce that the Scheme has now become effective in
accordance with its terms.
Under the terms of the Scheme, each Scheme Shareholder will be
entitled to receive 15.5 pence in cash per Scheme Share held at the
Scheme Record Time (6.00 p.m. on 11 May 2020). The latest date for
the despatch of cheques to Scheme Shareholders and settlement
through CREST is 26 May 2020.
Dealings in Low & Bonar Shares were suspended with effect
from 7.30 a.m. on 12 May 2020. Applications have been made to the
FCA and the London Stock Exchange in relation to the delisting of
Low & Bonar Shares from the Official List and cancellation of
the admission to trading of Low & Bonar Shares on the main
market of the London Stock Exchange, which are each expected to
take place by 8.00 a.m. on 13 May 2020.
Low & Bonar is no longer in an "Offer Period" as defined in
the City Code on Takeovers and Mergers and accordingly the dealing
disclosure requirements previously notified to investors no longer
apply.
Terms defined in the Scheme Document dated 11 October 2019 have
the same meanings in this announcement. All references in this
announcement to time are to London times unless otherwise
stated.
Enquiries:
Low & Bonar PLC +44 (0) 20 7535
Ian Ashton 3191
Rothschild & Co (Financial adviser to
Low & Bonar)
Stuart Vincent +44 (0) 20 7280
Sabina Pennings 5000
Instinctif Partners (PR adviser to Low
& Bonar)
Matthew Smallwood +44 (0) 20 7457
Rosie Driscoll 2020
Important notices relating to financial advisers
N.M. Rothschild & Sons Limited (Rothschild & Co), which
is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Low & Bonar and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Low & Bonar for providing the
protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to any matter referred to in this
announcement.
Further information
This announcement is not intended to and does not constitute, or
form part of, an 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 Low & Bonar in any jurisdiction in contravention
of applicable law. The Acquisition will be made solely by means of
the scheme circular (or any subsequent document by which the
Acquisition is made), which contains the full terms and conditions
of the Acquisition.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules and the City Code on Takeovers and Mergers 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 and regulations of any jurisdictions
outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into or from jurisdictions other than the UK may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. 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 circular have been prepared for
the purposes of complying with UK company law and the City Code and
the information disclosed may not be the same as that which would
have been disclosed if they had been prepared in accordance with
the laws of other jurisdictions.
Unless otherwise determined by FVB or required by the City 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 or any other jurisdiction where to
do so would violate the laws of that jurisdiction and no person may
vote in favour of the Acquisition by any 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 the scheme circular will not be and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws of that jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
such jurisdictions where to do so would violate the laws of that
jurisdiction.
The availability of the Acquisition to Low & Bonar
Shareholders who are not resident in the UK may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the UK should inform themselves of,
and observe, any applicable requirements.
Notice to US Low & Bonar Shareholders
The Acquisition is being made to acquire the securities of a
Scottish company by means of a scheme of arrangement under the
Companies Act and the laws of Scotland. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules under the US Exchange Act. Accordingly, the Scheme will be
subject to disclosure requirements and practices applicable in the
UK to schemes of arrangement, which are different from the
disclosure requirements of the US tender offer rules. The financial
information included in the scheme circular has been prepared in
accordance with accounting standards applicable in the UK and thus
may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
It may be difficult for US holders of Low & Bonar Shares to
enforce their rights and claims arising out of the US federal
securities laws, since FVB and Low & Bonar are located in
countries other than the US, and some or all of their officers and
directors may be residents of countries other than the US. US
holders of Low & Bonar Shares 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.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Low & Bonar 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 Low & Bonar
Shareholder is urged to consult his or her independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him or her.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, FVB or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Low & Bonar Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme 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, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm
.
Forward looking statements
This announcement, the scheme circular (including information
incorporated by reference in the scheme circular), oral statements
made regarding the Acquisition, and other information published by
Freudenberg, FVB and Low & Bonar contain statements which are,
or may be deemed to 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 Freudenberg, FVB and Low &
Bonar 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 the scheme
circular include statements relating to the expected effects of the
Acquisition on Freudenberg, FVB and Low & Bonar, 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 the scheme circular and this
announcement may be forward-looking statements. Without limitation,
any statement 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. Forward-looking statements 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 Freudenberg's, FVB's or Low & Bonar's operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on Freudenberg's, FVB's or Low
& Bonar's business.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in the scheme
circular and this announcement, they have not been reviewed by the
auditors of Freudenberg, FVB or Low & Bonar 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; 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
Freudenberg, FVB nor Low & Bonar, 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
the scheme circular or 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
Freudenberg, FVB or Low & Bonar 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. Freudenberg and Low & Bonar
disclaim any obligation to update or revise any forward-looking or
other statements contained in the scheme circular other than in
accordance with their legal and regulatory obligations.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Low & Bonar's website at
www.lowandbonar.com. For the avoidance of doubt, the contents of
that website is not incorporated into and does not form part of
this announcement.
Low & Bonar Shareholders may request a hard copy of this
announcement by contacting Low & Bonar on +44 (0)20 7535
3191.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAGIGDURSBDGGD
(END) Dow Jones Newswires
May 12, 2020 04:51 ET (08:51 GMT)
Low & Bonar (LSE:LWB)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Low & Bonar (LSE:LWB)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
