TIDMMAN
RNS Number : 1582L
Herstal S.A.
02 July 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
2 July 2014
RECOMMENDED CASH OFFER
by
FN HERSTAL SA
for
MANROY PLC
Offer unconditional in all respects
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 of the Offer, together with
the 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 in all respects
On 19 May 2014, Herstal announced that the Offer had become
unconditional as to acceptances. However, the Offer remained
subject to the Conditions set out in the Offer Document. In
particular, the Offer remained subject to the condition set out in
paragraph 1(b) of Appendix 1, Part A of the Offer Document, which
stated that the Offer was conditional on the Competition and
Markets Authority (the "CMA") indicating in terms satisfactory to
Herstal that it did not intend to make a Phase 2 CMA reference of
the proposed acquisition of Manroy by Herstal.
On 1 July 2014, the CMA indicated that it would not be making a
Phase 2 CMA reference. Therefore the condition relating to the CMA,
as summarised above, has now been satisfied. All other Conditions
to the Offer have either been satisfied or waived and Herstal is
pleased to announce that the Offer has become unconditional in all
respects.
Offer extension
The Offer is being extended and will remain open for acceptance
until further notice.
Level of acceptances
As at 1.00 pm (London time) on 1 July 2014, Herstal had received
valid acceptances of the Offer in respect of 18,204,875 Manroy
Shares, representing approximately 95.6 per cent. of the existing
issued share capital of Manroy, which Herstal may count towards the
satisfaction of the Acceptance Condition to the Offer.
Herstal confirms that valid acceptances have been received in
relation to all 10,297,872 Manroy Shares subject to irrevocable
undertakings procured by Herstal, representing approximately 54.1
per cent. of the existing issued share capital of Manroy.
Herstal also confirms that valid acceptances have been received
in relation to all 2,242,141 Manroy Shares subject to letters of
intent, representing approximately 11.8 per cent. of the existing
issued share capital of Manroy.
Delisting and cancellation of trading
As set out in the Offer Document, as the Offer has become
unconditional in all respects and Herstal has received valid
acceptances under the Offer in respect of more than 75 per cent. of
the voting rights of Manroy, Herstal intends to procure that Manroy
applies to the London Stock Exchange for the cancellation of the
admission of the Manroy Shares to trading on AiM.
The cancellation of the admission to trading on AiM of the
Manroy Shares is expected to take effect on 30 July 2014, being 20
Business Days from the date of this announcement.
Such cancellation of the admission to trading on AiM of the
Manroy Shares will significantly reduce the liquidity and
marketability of any Manroy Shares not assented to the Offer.
Compulsory acquisition
As set out in the Offer Document, as Herstal has received valid
acceptances under the Offer in respect of more than 90 per cent. of
the Manroy Shares to which the Offer relates, Herstal has the right
to issue compulsory acquisition notices to Manroy Shareholders who
do not accept the Offer in accordance with the provisions of
sections 974 to 991 of the Companies Act 2006 (the "2006 Act") (the
"Compulsory Acquisition"). Accordingly, Herstal will shortly be
posting statutory notices under section 980(1) of the 2006 Act to
any Manroy Shareholders who have not validly accepted the Offer,
informing such Manroy Shareholders that it will compulsorily
acquire their Manroy Shares for cash at the Offer Price of 85 pence
per Manroy Share under the provisions of sections 974 to 991 of the
2006 Act.
Actions to be taken
Manroy Shareholders who have not yet accepted the Offer are
urged to do so:
-- 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 as soon as possible;
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 as soon as possible. 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 020 3696
adviser to Herstal 7260
Jonathan Coddington
Jade Jack
01252 874
Manroy Plc 177
Glyn Bottomley, Chief Executive
Paul Carter, Finance Director
Opus Corporate Finance LLP, financial 020 7025
and Rule 3 adviser to Manroy 3600
Malcolm Strang
John McElroy
Allenby Capital Limited, nomad 020 3328
and broker to Manroy 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.
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.
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.
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
OUPMMGGNNMFGDZM
Manroy (LSE:MAN)
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부터 12월(12) 2023 으로 12월(12) 2024
