TIDMMAN
RNS Number : 3968H
Herstal S.A.
19 May 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
EMBARGOED FOR RELEASE AT 7.00 AM
19 May 2014
RECOMMENDED CASH OFFER
by
FN HERSTAL SA
for
MANROY PLC
Offer update and extension of the Offer
On 28 March 2014, the Boards of FN Herstal SA ("Herstal") and
Manroy Plc ("Manroy")announced that they had reached agreement on
the terms of a recommended cash offer to be made by Herstal for the
entire issued and to be issued share capital of Manroy (the
"Offer"). The full terms and conditions and procedures for
acceptance of the Offer are set out in the offer document which was
issued by Herstal on 25 April 2014 (the "Offer Document").
Offer unconditional as to acceptances
Herstal is pleased to announce that the Offer has become
unconditional as to acceptances. However, the Offer remains subject
to the remaining Conditions set out in the Offer Document and
therefore the Offer has not yet become or been declared
unconditional in all respects. In particular, the Offer remains
subject to the Condition set out in paragraph 1(b) of Appendix 1,
Part A of the Offer Document, which states that the Offer is
conditional on the Competition and Markets Authority (the "CMA")
indicating in terms satisfactory to Herstal that it does not intend
to make a Phase 2 CMA reference of the Offer. Herstal and Manroy
are currently in constructive discussions with the CMA and will
provide further updates in due course.
Level of acceptances
As at 1.00 pm (London time) on 16 May 2014, being the First
Closing Date of the Offer, Herstal had received valid acceptances
of the Offer in respect of 17,977,895 Manroy Shares, representing
approximately 94.4 per cent. of the existing issued share capital
of Manroy, which Herstal may count towards the satisfaction of the
Acceptance Condition to the Offer.
Before the announcement of the Offer on 28 March 2014, Herstal
had received binding irrevocable undertakings to accept the Offer
in respect of a total of 10,297,872 Manroy Shares, representing, in
aggregate, approximately 54.1 per cent. of Manroy's existing issued
share capital. As at the First Closing Date, Herstal had received
acceptances pursuant to these undertakings in respect of the full
10,297,872 Manroy Shares, and such acceptances are included in the
total number of valid acceptances referred to above.
In addition, Herstal had received letters of intent to accept
the Offer from Schroder Investment Management and Ashcourt Rowan
Asset Management in respect of a further 2,242,141 Manroy Shares,
representing, in aggregate, approximately 11.8 per cent. of the
existing issued share capital of Manroy. As at the First Closing
Date, Herstal had received acceptances pursuant to these letters of
intent in respect of the full 2,242,141 Manroy Shares, and such
acceptances are included in the total number of valid acceptances
referred to above.
Extension of the Offer
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, is being extended and will remain open
for acceptance until the next closing date which will be 1.00 pm
(London time) on 30 May 2014.
Should there be any further extension of the Offer, this will be
publicly announced by 8.00 am (London time) on the Business Day
following the day on which the Offer is otherwise due to expire, or
such later time as the Panel may agree.
Manroy Shareholders who have not yet accepted the Offer are
urged to do so by the following deadlines:
-- if you are a holder of Manroy Shares in certificated form
(that is, not in CREST), you should complete and return the Form of
Acceptance, which accompanied the Offer Document, together with the
relevant share certificate(s) and/or other document(s) of title, to
the Receiving Agent, in accordance with the procedure set out in
the Offer Document, so as to be received not later than 1.00 pm
(London time) on 30 May 2014; or
-- if you are a holder of Manroy Shares in uncertificated form
(that is, in CREST), you should ensure that an Electronic
Acceptance through CREST is made by you or on your behalf and that
settlement occurs not later than 1.00 pm (London time) on 30 May
2014. If you are a CREST sponsored member, you should refer to your
CREST sponsor before taking any action. Only your CREST sponsor
will be able to send the TTE Instruction(s) to Euroclear in
relation to your Manroy Shares.
The Offer Document and a specimen Form of Acceptance are
available on Manroy's website at
www.manroy.com/investor_information/protectedannouncements. Further
copies of the Offer Document and the Form of Acceptance may be
obtained by contacting the Registrar, Capita Asset Services, on
0871 664 0321 from within the UK or on +44 20 8639 3399 if calling
from outside the UK. Lines are open 9.00 am to 5.30 pm (London
time) Monday to Friday.
Unless otherwise stated, terms used in this announcement have
the same meaning as given to them in the Offer Document.
Enquiries
0032 4240
FN Herstal SA 8303
Patrick Vogne, Chief Financial Officer
Olivier Van Herstraeten, General Counsel
Smith Square Partners LLP, financial adviser
to Herstal 020 3696 7260
Jonathan Coddington
Jade Jack
01252 874
Manroy Plc 177
Glyn Bottomley, Chief Executive
Paul Carter, Finance Director
Opus Corporate Finance LLP, financial and
Rule 3 adviser to Manroy 020 7025 3600
Malcolm Strang
John McElroy
Allenby Capital Limited, nomad and broker
to Manroy 020 3328 5656
Alex Price
Michael McNeilly
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer is effected solely through the
Offer Document, which, together with the Form of Acceptance (in
relation to Manroy Shareholders holding shares in certificated form
only), contains the full details, terms and conditions of the
Offer, including the details of how to accept the Offer. Any
response to the Offer should be made only on the basis of the
information contained in the Offer Document.
Please be aware that addresses, electronic addresses and certain
other information provided by Manroy Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Manroy may be provided to
Herstal during the Offer Period (as required under Section 4 of
Appendix 4 to the City Code on Takeovers and Mergers (the
"Code")).
Smith Square Partners, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Herstal and no one else in connection with the
Offer and this announcement and will not be responsible to anyone
other than Herstal for providing the protections afforded to
clients of Smith Square Partners nor for providing advice in
connection with the Offer or this announcement or any matter
referred to herein.
Opus, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Manroy
and no one else in connection with the Offer and this announcement
and will not be responsible to anyone other than Manroy for
providing the protections afforded to clients of Opus nor for
providing advice in connection with the Offer or this announcement
or any matter referred to herein.
Allenby Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Manroy and no one else in connection with the Offer
and this announcement and will not be responsible to anyone other
than Manroy for providing the protections afforded to clients of
Allenby Capital Limited nor for providing advice in connection with
the Offer or this announcement or any matter referred to
herein.
Overseas Shareholders
The ability of Manroy Shareholders who are not resident in and
citizens of the United Kingdom to accept the Offer may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to Overseas Shareholders are contained
in the Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than in 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 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 involved in the
Offer 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 English law, the AiM
Rules, 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 any jurisdiction outside the United Kingdom.
Copies of this announcement and formal documentation relating to
the Offer will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. In particular, the Offer will not be made, directly
or indirectly, in or into or by the use of the mails of, or any
means or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, the United States
or any area subject to its jurisdiction or any political division
thereof, nor is it being made into any other Restricted
Jurisdiction and will not be capable of acceptance by any such use,
means, instrumentality or otherwise from within the United States
or any other Restricted Jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise
distributed or sent in, into or from the United States or any other
Restricted Jurisdiction. Persons receiving this announcement
(including, without limitation, custodians, nominees and trustees)
must not distribute, mail or send it, the Offer Document or any
other documentation relating to the Offer in, into or from the
United States or any other Restricted Jurisdiction, and so doing
may render any purported acceptance of the Offer invalid.
Disclosure requirements of the Code
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 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 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) 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 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,
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).
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.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
which are, or may be deemed to be "forward-looking statements",
which are prospective in nature. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the
boards of directors of Manroy and Herstal in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the
context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement. Manroy and Herstal assume no obligation to update or
correct the information contained in this announcement, whether as
a result of new information, future events or otherwise, except to
the extent legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date. Nothing contained in
this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Manroy or Herstal
except where expressly stated.
No profit forecast
No statement in this announcement is intended as a profit
forecast or a profit estimate, and no statement in this
announcement should be interpreted to mean that the future earnings
per Manroy Share for current or future financial years will
necessarily match or exceed the historical or published earnings
per Manroy Share.
Publication of this announcement
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Manroy's website at:
www.manroy.com/investor_information/ProtectedAnnouncements by no
later than 12 noon on the first Business Day following this
announcement.
For the avoidance of doubt, neither the content of the website
referred to above nor the contents of any website accessible from
hyperlinks on any such website (or any other website) is
incorporated into, or forms part of, this announcement nor, unless
previously published by means of a recognised information service,
should any such content be relied upon in reaching a decision
regarding the matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPLLFEEEVIRLIS
Manroy (LSE:MAN)
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