RNS Number:2189L
Fenner PLC
19 April 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA
FOR IMMEDIATE RELEASE
FENNER PLC
RECOMMENDED OFFER FOR WELLINGTON HOLDINGS PLC
PLACING AND OPEN OFFER
19 April 2005
Summary
The boards of Fenner PLC ("Fenner") and Wellington Holdings plc ("Wellington")
are pleased to announce that they have reached agreement on the terms of a
recommended offer for the entire issued and to be issued ordinary share capital of
Wellington, to be made by Rothschild on behalf of Fenner.
The Offer at 185 pence per Wellington Share values the existing issued and to be
issued ordinary share capital of Wellington at approximately #44.6 million (based
on the closing middle market price of 136 pence per Fenner Share on 18 April 2005*) or
approximately #43.8 million based on the Full Cash Alternative.
In addition the Offer and the Full Cash Alternative represents a premium of approximately
9.5 per cent and approximately 6.5 per cent respectively above the three month
average closing middle market price of 169 pence per Wellington Share to 18 April 2005*.
To provide funding for the cash consideration payable under the Offer, and to
provide funding for future growth and acquisition opportunities, Fenner is
proposing to raise approximately #54.1 million (net of expenses) by way of a
Placing and Open Offer.
Key highlights
* The acquisition of the entire issued and to be issued share capital of
Wellington for approximately #44.6 million, or approximately #43.8 million
based on the Full Cash Alternative
* An Offer of 123 pence in cash plus 0.456 New Fenner Shares valuing each
Wellington Share at 185 pence. Alternatively, Wellington Shareholders may
elect to receive a full cash alternative of 180 pence for each Wellington Share
* A Placing and Open Offer, fully underwritten by Rothschild and Collins
Stewart Limited ("Collins Stewart"), of 46,611,102 new Fenner Shares to raise
approximately #54.1 million (net of expenses)
* Wellington is a manufacturer and distributor of advanced polymer sealing
solutions for demanding engineering and industrial applications. It has
significant market shares in its key markets
* For the year ended 31 December 2004, Wellington reported a profit before
tax of #5.1 million on turnover of #33.9 million
* The acquisition will significantly expand Fenner's Precision Polymers
business
* The Enlarged Group would be well positioned to benefit from potential
growth in the energy market and recovery in industrial markets
* The Enlarged Group would provide significant opportunities for
Wellington's business and would offer the potential for technical synergies,
cost savings and an attractive platform to acquire other international
businesses.
*The latest practicable date prior to the publication of this announcement
Commenting on the announcement today, Mark Abrahams, Chief Executive of Fenner,
said
"This is a very exciting opportunity for both companies. The acquisition
materially expands Fenner's successful precision polymers activities and
Wellington's operations should quickly benefit from our strong presence in many
of the markets it has targeted for growth. The fund raising and acquisition will
help us grow our business overall and underpins our ability to pursue other
strategic opportunities as they arise."
Commenting on the announcement today, Brian Kent, Non-Executive Chairman of
Wellington, said
"Wellington will make real gains from this timely opportunity, with access to
wider geographical markets and support from a larger capital base. This deal
balances the short and long term interests of all stakeholders and supports
their need for rising growth and success in future years."
This summary should be read in conjunction with the full text of the attached
announcement. Certain terms used in this summary are defined in Appendix III of
the attached announcement.
There will be an analysts' briefing at 9.30 a.m. at the offices of Weber
Shandwick Square Mile, Fox Court, 14 Gray's Inn Road, London, WC1X 8WS today.
Fenner PLC
Mark Abrahams, Chief Executive Tel: 01482 626500
Richard Perry, Group Finance Director
N M Rothschild & Sons Limited
(Financial Adviser and Sponsor to Fenner)
James Fenwick / David Forbes / Stephen Moore Tel: 0113 200 1900
Collins Stewart Limited
(Corporate Broker to Fenner)
Chris Wells / Mark Connelly Tel: 0207 523 8350
Weber Shandwick Square Mile
Nick Oborne Tel: 0207 067 0700
Wellington Holdings plc
Brian Kent, Non-Executive Chairman Tel: 0208 941 3774
BDO Stoy Hayward Corporate Finance
(Financial Adviser to Wellington)
Michael Cobb / Philip Brady Tel: 0207 486 5888
This announcement has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 by N M Rothschild & Sons Limited.
N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Fenner
PLC in connection with the Placing and Open Offer and Acquisition and no one
else and will not be responsible to anyone other than Fenner PLC for providing
the protections afforded to clients of N M Rothschild & Sons Limited nor for
providing advice in relation to the Placing and Open Offer and Acquisition.
Collins Stewart Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Fenner PLC in
connection with the Placing and Open Offer. Collins Stewart Limited is also
corporate broker to Wellington Holdings plc. Collins Stewart Limited will not be
responsible to anyone other than Fenner PLC for providing the protections
offered to clients of Collins Stewart Limited nor for providing advice in
relation to the Offer and the Placing and Open Offer.
BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP,
Chartered Accountants, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Wellington
Holdings plc and no one else in connection with the Offer and will not be
responsible to anyone other than Wellington Holdings plc for providing the
protections afforded to customers of BDO Stoy Hayward Corporate Finance nor for
providing advice in relation to the Offer.
Neither the Offer nor the Open Offer is being made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, facsimile transmission, internet, email, telex or telephone)
of interstate or foreign commerce, or of any facility of a national securities
exchange, of the United States, Canada, Australia, Japan, the Republic of
Ireland or South Africa and neither can, subject to certain exceptions, be
accepted by any such use, means instrumentality or facility or from within the
United States, Canada, Australia, Japan, the Republic of Ireland or South
Africa.
Neither the Offer nor the Open Offer constitutes an offer of securities for
sale, or the solicitation of an offer to buy securities in the United States and
the new Fenner Shares to be issued pursuant to the Offer and the Open Offer have
not been and will not be registered under the Securities Act, or under the laws
of any state, district or other jurisdiction of the United States or of Canada,
Australia, Japan, the Republic of Ireland or South Africa and no regulatory
clearances in respect of new Fenner Shares have been or will be, applied for in
any jurisdiction. Accordingly, unless an exemption under the Securities Act or
other relevant securities laws is applicable, the new Fenner Shares are not
being, and may not be offered, sold, resold, delivered or distributed, directly
or indirectly, in or into the United States or Canada, Australia, Japan, the
Republic of Ireland or South Africa or to, or for the account or benefit of, any
US person or person resident in Canada, Australia, Japan, the Republic of
Ireland or South Africa.
This announcement contains a number of forward-looking statements relating to
Fenner, Wellington and the Enlarged Group with respect to, among others, the
following: financial condition; results of operations; the business of the
Enlarged Group; future benefits of the Acquisition; and management plans and
objectives. Fenner and Wellington consider any statements that are not
historical facts as "forward-looking statements". They involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. Important factors that could
cause actual results to differ materially from estimates or forecasts contained
in the forward-looking statements include, among others, the following
possibilities: future revenues are lower than expected; costs or difficulties
relating to the integration of the businesses of Fenner and Wellington, or of
other future acquisitions, are greater than expected; expected cost savings from
the transaction or from other future acquisitions are not fully realised or
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places where Fenner and Wellington
conduct business are less favourable than expected, and/or conditions in the
securities market are less favourable than expected.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to purchase any
securities, pursuant to the Offer or otherwise. The Offer will be made solely by
the Offer Document and, in the case of Wellington Shares in certificated form,
the Form of Acceptance accompanying the Offer Document, which will contain the
full terms and conditions of the Offer, including details of how the Offer may
be accepted.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA
FOR IMMEDIATE RELEASE
FENNER PLC
RECOMMENDED OFFER FOR WELLINGTON HOLDINGS PLC
PLACING AND OPEN OFFER
19 April 2005
Introduction
The boards of Fenner and Wellington are pleased to announce that they have
reached agreement on the terms of a recommended Offer, to be made on behalf of
Fenner by Rothschild, to acquire the whole of the issued and to be issued share
capital of Wellington. Wellington is a manufacturer and distributor of advanced
polymer sealing solutions for demanding engineering and industrial applications.
Wellington Shareholders who accept the Offer will be entitled to receive 123
pence in cash and 0.456 New Fenner Shares valuing each Wellington Share at 185 pence
(with a Full Cash Alternative of 180 pence per Wellington Share). They will also
be entitled to receive and retain the dividend of 4.6 pence per Wellington Share,
which will be paid on 31 May 2005, subject to it being declared by Wellington in
general meeting.
The Offer values the existing issued and to be issued ordinary share capital of
Wellington at approximately #44.6 million(1)
In addition, the Offer and the Full Cash Alternative represents a premium(2) of
approximately 9.5 per cent. and approximately 6.5 per cent. respectively above the
three month average closing middle market price of 169 pence per Wellington Share
to 18 April 2005, (being the latest practicable date prior to the publication of
this announcement).
To provide the funding of the cash consideration payable under the Offer, and to
provide funding for future growth and acquisition opportunities, Fenner is
proposing to raise approximately #54.1 million (net of expenses of the Acquisition
and the Placing and Open Offer) by way of a Placing and Open Offer of 46,611,102 new Fenner
Shares at 127 pence per share. The Placing and Open Offer (save in respect of the
Committed Shares) has been fully underwritten by Rothschild and Collins Stewart
and is conditional on, inter alia, the approval of the Acquisition by Fenner
Shareholders.
Background to and reasons for the Offer
Fenner's stated strategy is to grow its reinforced polymers operations, which
serve both the energy and industrial markets. In delivering this strategy, the
major focus of the Fenner Group has been to expand Fenner's Precision Polymer
and Conveyor Belting operations, both of which have achieved leading positions
in the markets they serve. In particular, the Precision Polymers business has
displayed what the Fenner Board believes to be attractive characteristics. These
include, inter alia, operating profit to sales ratios consistently in the high
teens; returns which have demonstrated resistance to recent adverse cycles of
industrial activity; and the potential for ongoing organic and acquisitive
growth. Over the last three years, the return on sales of Fenner's Precision
Polymers business has averaged approximately 17 per cent. In addition, Eagle
Belting and Indico have now been successfully and fully integrated into the
business following their acquisitions in August 2002 and February 2004
respectively.
(1) Based on the closing middle market price of 136 pence per existing Fenner Share
on 18 April 2005, being the latest practicable date prior to the publication of
this announcement.
(2) Based on 123 pence in cash plus 0.456 New Fenner Shares for each Wellington Share
and the Full Cash Alternative of 180 pence in cash for each Wellington Share.
The proposed acquisition of Wellington presents an exciting opportunity for a
further and significant expansion of the Precision Polymers business. Wellington
manufactures and distributes seals serving industrial and energy markets
worldwide. It has significant market shares in specific sub-markets for the
niche sectors on which it is focused. In addition, Wellington has produced an
average return on sales over the last five years of over 13 per cent., reaching
nearly 15 per cent. last year, which measures favourably against its
competitors.
The Fenner Directors believe that the Acquisition represents a significant step
forward for Fenner, which should create sustainable value for shareholders:
* Wellington would provide Fenner with a polymer business with niche
disciplines providing income streams which the Fenner Directors believe are
sustainable and growing;
* the markets served by Wellington share similar growth drivers to Fenner
and the Enlarged Group would be well positioned to benefit from potential
growth in the energy market and recovery in industrial markets;
* the Enlarged Group would provide significant opportunities to grow the
Wellington businesses quickly, including:
- Wellington and Fenner have been exploring the possibility of establishing a
joint venture in China, which would enable Wellington to exploit emerging
opportunities for its products in the energy markets;
- Fenner has existing sales operations in Eastern Europe and Russia, where
Wellington has identified opportunities to grow;
- Fenner has manufacturing and sales outlets in India, a market Wellington has
identified as a growth opportunity; and
- Fenner has complementary market knowledge in the USA, which should enable
Wellington to grow faster
* material processing knowledge shared between Fenner and Wellington
offers the potential for technical synergies for the Enlarged Group;
* the Enlarged Group should benefit from cost savings due to the
elimination of duplicated costs and potential materials costs savings due to
increased economies of scale; and
* the Enlarged Group would offer an attractive platform to acquire other
international businesses and provide opportunities to leverage the increased
scale of the business.
In addition, the Fenner Directors believe the acquisition of Wellington to be a
low risk expansion opportunity for Fenner as the Wellington Group's sales are
well diversified geographically, which the Fenner Directors consider provides
protection against a downturn in any one territory. In addition, Wellington
manufactures seals using a variety of polymers where the specification of
material is a vital element in product application. The range of materials,
processes, quality of product and service focused on industrial and energy
markets used by Wellington creates product and brand differentiation in the
market.
The Fenner Directors believe that the Acquisition, taking into account the full
effects of the Placing and Open Offer, would be earnings enhancing in the first
full year of ownership based on accounting policies currently in use being
applied consistently.(3)
Background to and reasons for recommending the Offer
The Wellington Board has received a number of approaches for Wellington over the
last three years. Whilst several of these have led to early stage discussions,
none, other than Fenner's, has resulted in a real opportunity to achieve
enhancement of shareholder value and a sufficiently attractive valuation for
Wellington.
Although Wellington's brands are strong in the market for precision seals for
demanding performance-critical applications, it is one of the smaller groups in
the wider engineering sector in which it operates and as such the Wellington
Board has long recognised that some structural change would be inevitable to
enable the business to compete more effectively worldwide.
Against this background, the Wellington Board received a proposal from Fenner.
The Wellington Board was of the view that this proposal was sufficiently
credible and attractive to enter into the formal discussions, which have now led
to the Offer.
In considering whether the Offer is fair and reasonable to Wellington
Shareholders, the Wellington Directors have considered:
* that the Full Cash Alternative, together with the proposed final
dividend, is in excess of the highest price at which a Wellington Share has
publicly traded since it became solely focused on the seals market in 1999;
* the immediate and certain benefits of the Offer against the potential
future return from remaining a Wellington Shareholder;
* that the Offer enables Wellington Shareholders to realise their
investment generally free of any transaction costs;
* the fact that Wellington will be part of a larger group, providing the
opportunity for it to compete in markets in which it has limited resources
at present;
* that the Offer is well balanced between the long term interests of
Wellington Shareholders, customers and Wellington employees worldwide;
* that those Wellington Shareholders that wish to retain an investment in
the engineering sector can elect to receive part of their consideration
under the Offer in New Fenner Shares; and
* that Wellington Shareholders will be entitled to receive and retain the
final dividend of 4.6 pence per Wellington Share which was announced on 30
March 2005 and, subject to it being declared by Wellington in general
meeting, will be paid on 31 May 2005 to Wellington Shareholders on the
register on 22 April 2005.
(3) This statement should not be interpreted to mean the future earnings per share
of Fenner following the completion of the Acquisition and Placing and Open Offer
would necessarily match or exceed the historical earnings per share of Fenner.
For these purposes earnings per share is measured before goodwill amortisation
and exceptional items. In addition, the Acquisition (and Placing and Open Offer)
is expected to increase the net assets of the Enlarged Group.
In summary, therefore, the Wellington Directors have concluded that the terms of
the Offer are fair and reasonable and they unanimously recommend Wellington
Shareholders to accept the Offer.
Information on Fenner
The principal activity of Fenner is the global manufacture and distribution of
conveyor belting and precision polymer products. Fenner is a world leader in
reinforced polymer technology with operations in North America, Europe, South
Africa, India, China and Australia. In the year ended 31 August 2004, Fenner
reported an operating profit before goodwill amortisation and exceptional items
of #16.1 million on turnover of #260.6 million. This yielded a profit on
ordinary activities before taxation of #6.4 million. Net assets as at 31 August
2004 were #64.5 million. Further, Fenner has reported today that, in the six
months ended 28 February 2005, Fenner generated an operating profit before
goodwill amortisation and exceptional items of #6.6 million on turnover of
#141.3 million. This yielded a profit on ordinary activities before taxation of
#3.6 million. Net assets as at 28 February 2005 were #66.0 million.
Further financial information on Fenner will be set out in the Offer Document
and Listing Particulars expected to be sent to Wellington Shareholders and
Fenner Shareholders today.
Information on Wellington
Wellington is a manufacturer and distributor of advanced polymer sealing
solutions for demanding engineering and industrial applications.
The business is organised in two main business groups:
* Fluid Power (through its Hallite and Hallite Dynamic businesses)
produces sealing solutions for fluid power applications worldwide, focusing
primarily on the mobile equipment, mining and automation markets. Hallite
and Hallite Dynamic's manufacturing operations are based principally in
Hampton, UK and Detroit, Michigan.
* Process (through its CDI Polytek business) produces custom made seals
for the process industries, oil, gas and downstream activities, as well as
aerospace. CDI Polytek's manufacturing operations are based in Houston,
Texas and Hampton, UK.
Wellington has distribution and sales subsidiaries, some with rapid response
capabilities, in the USA, Canada, UK, Germany, France, Italy and Australia.
For the year ended 31 December 2004, Wellington reported an operating profit
before goodwill amortisation and exceptional costs of #5.0 million on turnover
of #33.9 million. This yielded a profit before tax of #5.1 million.
At 31 December 2004, Wellington reported net assets of #10.5 million and net
borrowings of #2.6 million yielding a gearing of 24.8 per cent.
Further financial information on Wellington will be set out in the Offer
Document and Listing Particulars expected to be sent to Wellington Shareholders
and Fenner Shareholders today.
Other opportunities
In addition to the potential acquisition of Wellington, Fenner intends to pursue
a growth strategy for all its reinforced polymer businesses.
The Fenner Board believes that there are a number of other businesses which
could fit closely with the Fenner Group's strategy and which would increase
shareholder value. Fenner's Specialist Hose operations are experiencing buoyant
market conditions with a return to growth of the truck, bus and off-road vehicle
segments and the change in emissions legislation in the EU, USA and Asia that
has necessitated engine redesigns. The Fenner Board intends to continue the
trend of recent expansion in this business, through either further organic
investment or a bolt-on acquisition or possibly both.
The Fenner Board also intends to expand Fenner's Industrial Drives business in
Europe following the successful development of this business in North America.
This may involve small European bolt-on acquisitions in related areas.
The growth of the coal mining market has resulted in significant volume
increases in conveyor belt demand. As a result of this opportunity and the
Fenner Directors' expectations of continued growth, Fenner's expansion plans in
both Asia and the Southern Hemisphere are expected to continue with further
substantial investment, possibly with further bolt-on acquisitions.
The Fenner Board is in early discussions with a number of potential acquisition
targets, but there is no certainty that any of these potential acquisitions will
be successfully concluded.
Use of proceeds
The proceeds of the Placing and Open Offer will be used principally to satisfy
the cash consideration payable pursuant to the Offer and the estimated expenses
of the Acquisition and the Placing and Open Offer of #5.1 million. The maximum
cash consideration payable pursuant to the Acquisition will be approximately
#43.8 million (assuming that every Wellington Shareholder accepts the Offer and
every Wellington Shareholder elects for the Full Cash Alternative). The minimum
cash consideration payable pursuant to the Acquisition will be #34.5 million on
the basis that no Wellington Shareholder elects for the Full Cash Alternative
other than the Wellington Shareholders who have irrevocably undertaken to accept
the Offer and have elected to receive the Full Cash Alternative.
The Fenner Board believes that, whilst the Fenner Group can support its current
level of net debt, the Fenner Group would be better placed to make further
acquisitions and to raise additional capital through the issue of new Fenner
Shares. Despite the fact that it cannot be certain that further acquisitions may
be made, the Fenner Directors believe that Fenner should take this opportunity
to raise additional capital in order to avoid returning to its shareholders more
than once in a short space of time. The improved balance sheet strength and
scale of Fenner after the acquisition of Wellington together with the maximum
net proceeds of the Placing and Open Offer of approximately #19.6 million
(assuming that every Wellington Shareholder accepts the Offer and no Wellington
Shareholder elects for the Full Cash Alternative other than the Wellington
Shareholders who have irrevocably undertaken to accept the Offer and have
elected to receive the Full Cash Alternative) or the minimum net proceeds of
approximately #10.3 million (assuming that every Wellington Shareholder accepts
the Offer and every Wellington Shareholder elects for the Full Cash Alternative)
would enable the Fenner Group to actively pursue its acquisition strategy. These
maximum and minimum net proceeds are calculated after deducting the cash
consideration payable under the Acquisition and the estimated expenses of the
Acquisition and the Placing and Open Offer.
In addition, the issue of New Fenner Shares and Open Offer Shares will increase
the current market capitalisation of Fenner and broaden its institutional
shareholder base, which the Fenner Board believes should further improve the
liquidity of Fenner Shares.
The Offer
The Offer will be made on and subject to the terms and conditions set out or
referred to in this announcement and Appendix I to this announcement and the
further terms and conditions set out in the Offer Document expected to be posted
to Wellington Shareholders today and, in the case of Wellington Shares held in
certificated form, the Form of Acceptance.
The Offer will be for all of the issued and to be issued Wellington Shares on
the following basis:
123 pence in cash for each Wellington Share
plus
0.456 New Fenner Shares for each Wellington Share
Based on the closing middle market price of 136 pence per Fenner Share, the Offer
therefore values each Wellington Share at 185 pence and the existing issued and
to be issued ordinary share capital of Wellington at #44.6 million.
The New Fenner Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing Fenner Shares and will be entitled to
all dividends and other distributions declared, made or paid after the date of
the Offer save for the Fenner interim dividend declared on 19 April 2005 in
respect of the six months ended 28 February 2005 of 1.975 pence per Fenner
Share, which will be paid on 5 September 2005 to Fenner Shareholders on the
register on 5 August 2005.
After the Offer becomes or is declared unconditional in all respects, Fenner
will make appropriate proposals to participants in the Wellington Share Option
Schemes in respect of their options.
Fractional entitlements to New Fenner Shares arising pursuant to the Offer will
be disregarded and will not be allotted.
Full Cash Alternative
As an alternative to receiving their consideration partly in cash and partly in
New Fenner Shares, which would otherwise be receivable under the Offer,
Wellington Shareholders who validly accept the Offer may elect to receive all of
their consideration in cash on the following basis:
180 pence in cash for each Wellington Share
The Full Cash Alternative values the existing issued and to be issued share
capital of Wellington at approximately #43.8 million.
Certain overseas shareholders of Wellington will be deemed to have elected for
the Full Cash Alternative and will not be entitled to receive New Fenner Shares
under the Offer.
Undertakings to accept the Offer, option and letters of intent
The shareholding Wellington Directors have given irrevocable undertakings to
accept the Offer in respect of their holdings (beneficial and non-beneficial) of
181,251 Wellington Shares in aggregate (representing approximately 0.76 per
cent. of the existing issued share capital of Wellington) of which elections for
the Full Cash Alternative have been received in respect of 180,251 Wellington
Shares. These undertakings will remain binding even if a higher competing offer
is made for Wellington unless the Offer lapses or is withdrawn.
First Britannia Mezzanine NV has given an irrevocable undertaking to accept the
Offer and the Full Cash Alternative in respect of its holding of 6,917,778
Wellington Shares (representing approximately 28.99 per cent. of the existing
issued share capital of Wellington). This undertaking will remain binding even
if a higher competing offer is made for Wellington, unless the Offer lapses or
is withdrawn.
In addition to the irrevocable undertaking referred to above, First Britannia
Mezzanine NV has granted Fenner a call option allowing Fenner to acquire
6,917,778 Wellington Shares (representing approximately 28.99 per cent. of the
existing issued share capital of Wellington) at any time on or after the date of
the posting of the Offer Document for a period of 60 days at a consideration of
180 pence per Wellington Share payable in cash.
In addition, irrevocable undertakings to accept the Offer have also been
received from certain other institutional shareholders in respect of 5,181,437
Wellington Shares in aggregate (representing approximately 21.71 per cent. of
the existing issued share capital of Wellington) of which elections for the Full
Cash Alternative have been received in respect of 865,000 Wellington Shares.
These undertakings will cease to be binding if a third party announces a firm
intention to make a competing offer for Wellington Shares, where the value of
that offer (in the case of one such irrevocable undertaking) is not less than
190 pence per Wellington Share, and (in the case of the remaining such
irrevocable undertakings), where the value of that offer is at least 10 per
cent. higher than the value of the Offer.
Also Fenner has received non binding letters of intent to accept, or procure the
acceptance of, the Offer from certain shareholders in respect of a total of
3,150,628 Wellington Shares (representing in aggregate approximately 13.20 per
cent. of the existing issued share capital of Wellington).
In summary, therefore, Fenner has received irrevocable undertakings and letters
of intent to accept the Offer in respect of 15,431,094 Wellington Shares in
aggregate, representing approximately 64.67 per cent. of the existing issued
share capital of Wellington.
Inducement fees
It has been agreed between Fenner and Wellington that Wellington will pay Fenner
a fee of #420,000 (including any amount in respect of value added tax, if any,
payable thereon), if Wellington initiates enquiries or enters into discussions
with a third party with a view to a takeover offer in respect of Wellington,
subject to certain exceptions, within two months of the Offer being made, or if
a director of Wellington withdraws his recommendation of the Offer and the Offer
subsequently lapses or is withdrawn, or if a recommended competing offer for
Wellington is announced and the Offer subsequently lapses or is withdrawn.
It has also been agreed between Fenner and Wellington that Fenner will pay
Wellington a fee of #420,000 (including any amount in respect of value added
tax, if any, payable thereon) if any director of Fenner withdraws his
recommendation to Fenner Shareholders to vote in favour of the resolution
approving the making of the Offer and the Offer subsequently lapses or is
withdrawn, or if Fenner Shareholders do not pass the resolution necessary to
approve the Offer, which is to be proposed at the Extraordinary General Meeting.
Principal terms of the Placing and Open Offer
Fenner proposes to raise approximately #54.1 million (net of expenses of the
Acquisition and the Placing and Open Offer) by the allotment and issue of
46,611,102 Open Offer Shares at 127 pence per Open Offer Share pursuant to the
Placing and Open Offer. The Open Offer Shares (other than the Committed Shares)
have been conditionally placed by Collins Stewart at the Issue Price with
institutional and other investors subject to clawback (other than in relation to
the Firm Placed Shares) to satisfy valid applications made by Qualifying Fenner
Shareholders under the Open Offer for such Open Offer Shares.
Irrevocable undertakings have been received from certain of the Fenner Directors
to take up or procure to be taken up, in aggregate, entitlements to 35,436 Open
Offer Shares under the Open Offer and these Committed Shares are not therefore
being placed under the Placing. The Fenner Directors have also irrevocably
undertaken not to take up the remainder of their entitlements to, in aggregate,
349,352 Open Offer Shares and these entitlements have been placed firm with
institutional and other investors and are not subject to clawback by Qualifying
Fenner Shareholders under the Open Offer.
Rothschild and Collins Stewart have agreed, acting as agents for Fenner, to
invite Qualifying Fenner Shareholders to apply under the Open Offer for
46,611,102 Open Offer Shares at the Issue Price on the basis of 3 Open Offer
Shares for every 7 existing Fenner Shares.
Compulsory acquisition and delisting of Wellington Shares
If Fenner receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Wellington Shares to which the Offer
relates, Fenner intends to exercise its rights pursuant to the provisions of
sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily
any remaining Wellington Shares to which the Offer relates, not acquired or
agreed to be acquired by Fenner pursuant to the Offer, on the same terms as the
Offer.
If the Offer becomes or is declared unconditional in all respects, Fenner
intends to procure the making of an application by Wellington as soon as it is
appropriate to do so to cancel the listing of Wellington Shares on the Official
List and to cancel trading of the Wellington Shares on the London Stock
Exchange's market for listed securities. It is anticipated that cancellation of
listing and trading will take effect no earlier than 20 business days after the
Offer becomes or is declared unconditional in all respects. Such a cancellation
would significantly reduce the liquidity and marketability of any Wellington
Shares not assented to the Offer.
Wellington Share Option Schemes
The Offer will extend to Wellington Shares which are unconditionally allotted or
issued prior to the date on which the Offer closes (or such earlier date as
Fenner (in accordance with the Code) decides) as a result of the exercise of
options under the Wellington Share Option Schemes or otherwise.
Disclosure of interests in Wellington
Save for the 15,431,094 Wellington Shares in respect of which Fenner has
received irrevocable undertakings, a call option and letters of intent to accept
the Offer, neither Fenner nor any of the Fenner Directors nor, so far as Fenner
is aware, any person acting in concert with Fenner, owns or controls any
Wellington Shares.
Certain terms used in this announcement are defined in Appendix III to this
announcement.
For further information contact:
Fenner PLC
Mark Abrahams, Chief Executive Tel: 01482 626500
Richard Perry, Group Finance Director
N M Rothschild & Sons Limited
(Financial Adviser and Sponsor to Fenner)
James Fenwick / David Forbes / Stephen Moore Tel: 0113 200 1900
Collins Stewart Limited
(Corporate Broker to Fenner)
Chris Wells / Mark Connelly Tel: 0207 523 8350
Weber Shandwick Square Mile
Nick Oborne Tel: 0207 067 0700
Wellington Holdings plc
Brian Kent, Non Executive Chairman Tel: 0208 941 3774
BDO Stoy Hayward Corporate Finance
(Financial Adviser to Wellington)
Michael Cobb / Philip Brady Tel: 0207 486 5888
This announcement has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 by N M Rothschild & Sons Limited.
N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Fenner
PLC in connection with the Placing and Open Offer and Acquisition and no one
else and will not be responsible to anyone other than Fenner PLC for providing
the protections afforded to clients of N M Rothschild & Sons Limited nor for
providing advice in relation to the Placing and Open Offer and Acquisition.
Collins Stewart Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Fenner PLC in
connection with the Placing and Open Offer. Collins Stewart Limited is also
corporate broker to Wellington Holdings plc. Collins Stewart Limited will not be
responsible to anyone other than Fenner PLC for providing the protections
offered to clients of Collins Stewart Limited nor for providing advice in
relation to the Offer and the Placing and Open Offer.
BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP,
Chartered Accountants, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Wellington
Holdings plc and no one else in connection with the Offer and will not be
responsible to anyone other than Wellington Holdings plc for providing the
protections afforded to customers of BDO Stoy Hayward Corporate Finance nor for
providing advice in relation to the Offer.
Neither the Offer nor the Open Offer is being made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex or telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of the
United States, Canada, Australia, Japan, the Republic of Ireland or South Africa
and neither can, subject to certain exceptions, be accepted by any such use,
means instrumentality or facility or from within the United States, Canada,
Australia, Japan, the Republic of Ireland or South Africa.
Neither the Offer nor the Open Offer constitutes an offer of securities for
sale, or the solicitation of an offer to buy securities in the United States and
the new Fenner Shares to be issued pursuant to the Offer and the Open Offer have
not been and will not be registered under the Securities Act , or under the laws
of any state, district or other jurisdiction of the United States or of Canada,
Australia, Japan, the Republic of Ireland or South Africa and no regulatory
clearances in respect of new Fenner Shares have been or will be, applied for in
any jurisdiction. Accordingly, unless an exemption under the Securities Act or
other relevant securities laws is applicable, the new Fenner Shares are not
being, and may not be offered, sold, resold, delivered or distributed, directly
or indirectly, in or into the United States or Canada, Australia, Japan, the
Republic of Ireland or South Africa or to, or for the account or benefit of, any
US person or person resident in Canada, Australia, Japan, the Republic of
Ireland or South Africa.
This announcement contains a number of forward-looking statements relating to
Fenner, Wellington and the Enlarged Group with respect to, among others, the
following: financial condition; results of operations; the business of the
Enlarged Group; future benefits of the Acquisition; and management plans and
objectives. Fenner and Wellington consider any statements that are not
historical facts as "forward-looking statements". They involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. Important factors that could
cause actual results to differ materially from estimates or forecasts contained
in the forward-looking statements include, among others, the following
possibilities: future revenues are lower than expected; costs or difficulties
relating to the integration of the businesses of Fenner and Wellington, or of
other future acquisitions, are greater than expected; expected cost savings from
the transaction or from other future acquisitions are not fully realised or
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places where Fenner and Wellington
conduct business are less favourable than expected, and/or conditions in the
securities market are less favourable than expected.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to purchase any
securities, pursuant to the Offer or otherwise. The Offer will be made solely by
the Offer Document and, in the case of Wellington Shares in certificated form,
the Form of Acceptance accompanying the Offer Document, which will contain the
full terms and conditions of the Offer, including details of how the Offer may
be accepted.
Appendix I
Conditions of the Offer
The Offer, which will be made by Rothschild on behalf of Fenner, will comply
with the rules and regulations of the Financial Services Authority, the London
Stock Exchange and the City Code on Takeovers and Mergers (the "Code").
The Offer is conditional upon:
(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. on 11 May 2005 (or such later times and/
or dates as Fenner may, subject to the rules of the Code or with the consent of
the Panel, decide) in respect of not less than 90 per cent. (or such lesser
percentage as Fenner may decide with the prior consent of Rothschild and Collins
Stewart pursuant to the Placing and Open Offer Agreement) in nominal value of
the Wellington Shares to which the Offer relates, provided that this condition
will not be satisfied unless Fenner shall have acquired or agreed to acquire,
whether pursuant to the Offer or otherwise, Wellington Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally exercisable
at a general meeting of Wellington including, to the extent (if any) required by
the Panel, any voting rights attaching to any Wellington Shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances pursuant to the exercise of any outstanding
conversion or subscription rights or otherwise. For the purposes of this
condition:
(i) Wellington Shares which have been unconditionally allotted shall be deemed
to carry the voting rights which they will carry upon being entered into
the register of members of Wellington; and
(ii) the expression "Wellington Share to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Companies Act;
(b) the UK Listing Authority announcing its decision to admit the New Fenner
Shares and the new Fenner Shares which are the subject of the Placing and Open
Offer to the Official List and such admission becoming effective in accordance
with the Listing Rules and the London Stock Exchange announcing its decision to
admit all such Fenner Shares to trading and such admission becoming effective in
accordance with the London Stock Exchange Admission and Disclosure Standards;
(c) the passing at an extraordinary general meeting of Fenner (or at any
adjournment of such a meeting) of such resolution or resolutions as may be
necessary or desirable to approve, effect and implement or authorise the
implementation of the Offer, the acquisition of Wellington Shares pursuant to
the Offer or otherwise, the making of any offer, proposal or other arrangement
to holders of options under the Wellington Share Option Schemes and any
necessary increases of the authorised share capital of Fenner and allotment and
issue of Fenner Shares;
(d) no government or governmental, quasi-governmental, supranational, statutory,
regulatory or investigative body, authority, court, trade agency, association or
institution or professional or environmental body or any other similar person or
body whatsoever in any relevant jurisdiction (each a "Relevant Authority")
having decided to take, institute, implement or threaten any action,
proceedings, suit, investigation, enquiry or reference or having required any
action to be taken or information to be provided or otherwise having done
anything or having made, proposed or enacted any statute, regulation, order or
decision or having done anything which would or might reasonably be expected to:
(i) make the Offer or its implementation, or the acquisition or the proposed
acquisition by Fenner of any shares or other securities in, or control
of, Wellington or any member of the Wider Wellington Group) void, illegal
or unenforceable in any jurisdiction in a manner which is material in
the context of the Wider Wellington Group taken as a whole, or otherwise
directly or indirectly restrain, prohibit, restrict, prevent or delay the same
or impose material additional conditions or financial or other obligations with
respect thereto, or otherwise materially challenge or interfere therewith;
(ii) require, prevent, restrict or delay the divestiture or alter the terms
envisaged for any proposed divestiture by Fenner or any member of the
Wider Fenner Group of any Wellington Shares or of any shares in a member of the
Wider Wellington Group in a manner which is material in the context of the Wider
Wellington Group taken as a whole;
(iii)require, prevent, restrict or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the Wider
Fenner Group or by any member of the Wider Wellington Group of all or any
portion of their respective businesses, interests, assets or property, or (to an
extent which in each case is material in the context of the Offer or the Wider
Wellington Group or the Wider Fenner Group in each case taken as a whole) impose
any limit on the ability of any of them to conduct or operate their respective
businesses (or any of them) or to operate, own or control any of their
respective assets or properties or any part thereof;
(iv) impose any material limitation on, or result in any material delay in,
the ability of any member of the Wider Fenner Group or any member of
the Wider Wellington Group to acquire, hold or exercise effectively, directly or
indirectly, all or any rights of ownership of Wellington Shares or any shares or
any other securities of Wellington or to exercise voting or management control
over any member of the Wider Wellington Group or any member of the Wider Fenner
Group;
(v) require any member of the Wider Fenner Group and/or of the Wider Wellington
Group to acquire or offer to acquire or repay any shares or other securities
in and/or indebtedness of any member of the Wider Fenner Group or the Wider
Wellington Group owed by or owed to any third party to an extent
which in each case is material in the context of the Wider Fenner Group or the
Wider Wellington Group in each case taken as a whole;
(vi) impose any limitation on the ability of the members of the Wider Fenner
Group and the Wider Wellington Group to integrate or co-ordinate their
businesses, or any material part of them, with the other members of the
Wider Wellington Group or of the Wider Fenner Group to an extent which is
material in the context of the Wider Wellington Group or the Wider Fenner Group
in each case taken as a whole; or
(vii)otherwise adversely affect any or all of the businesses, assets, prospects,
profits or financial or trading position of any member of the Wider
Wellington Group or any member of the Wider Fenner Group to an extent
which is material in the context of the Wider Fenner Group or the Wider
Wellington Group in each case taken as a whole,
and all applicable waiting and other time periods during which any Third Party
could institute, implement or threaten any such action, proceedings, suit,
investigation, enquiry or reference under the laws of any relevant jurisdiction,
having expired, lapsed or been terminated;
(e) all necessary filings and applications having been made and all necessary
waiting and other time periods (including any extensions thereof) under any
applicable legislation or regulations of any relevant jurisdiction having
expired, lapsed or been terminated and all statutory or regulatory obligations
in any relevant jurisdiction having been complied with in each case as may be
necessary in connection with the Offer and its implementation or the acquisition
or proposed acquisition by Fenner of any shares or other securities in, or
control of, Wellington and all authorisations, orders, recognitions, grants,
consents, clearances, confirmations, licences, certificates, permissions and
approvals ("Authorisations") considered necessary or appropriate and material by
Fenner for or in respect of the Offer or the acquisition or proposed acquisition
by Fenner of any shares or other securities in, or control of, Wellington or the
carrying on by any member of the Wider Wellington Group of its business or in
relation to the affairs of any member of the Wider Wellington Group having been
obtained in terms and in a form reasonably satisfactory to Fenner from all
appropriate Relevant Authorities or persons with whom any member of the Wider
Wellington Group has entered into contractual arrangements that are material in
the context of the Wider Wellington Group taken as a whole and all such
Authorisations remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or intimation of any
intention to and no steps have been taken which would allow any Relevant
Authority to revoke, suspend, restrict or amend or not renew the same at the
time at which the Offer becomes or is declared wholly unconditional and there
being no indication that the renewal costs of any Authorisation are material in
the context of the Wider Wellington Group taken as a whole;
(f) except as publicly announced by Wellington prior to the announcement of the
Offer through a Regulatory Information Service or disclosed in writing by or on
behalf of Wellington in connection with the Offer to Fenner prior to the
announcement of the Offer, there being no provision of any arrangement,
agreement, licence, permit, franchise or other instrument ("Relevant
Instrument") to which any member of the Wider Wellington Group is a party or by
or to which any such member or any of its respective assets is or are or may be
bound, entitled or subject or any circumstance which, in consequence of the
making or implementation of the Offer or the proposed acquisition of any shares
or other securities in, or control of, Wellington by Fenner or because of a
change in the control or management of Wellington or otherwise, could reasonably
be expected to result in (in each case to an extent which is material in the
context of the Wider Wellington Group taken as a whole):
(i) any indebtedness or liabilities actual or contingent of, or any grant
available to, any member of the Wider Wellington Group being or becoming
repayable or capable of being declared repayable immediately or prior
to its stated maturity date or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn or inhibited or capable of being
withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets
or interests of any member of the Wider Wellington Group or any such security
(whenever created, arising or having arisen) becoming enforceable;
(iii)any Relevant Instrument or any right, liability, obligation, or interest
of any member of the Wider Wellington Group under any Relevant Instrument
(or any arrangement, agreement, licence or instrument relating to any
such right, liability, obligation, interest or business) or the interests or
business of any such member in or with any other person, firm, company or body
being or becoming capable of being terminated or adversely modified or adversely
affected or any adverse action being taken or any onerous obligation or
liability arising thereunder;
(iv) any asset, right (including without limitation intellectual property rights)
or interest used or enjoyed by any member of the Wider Wellington Group
being or falling to be disposed of (otherwise than in the ordinary course
of business) or charged or ceasing to be available to any member of the
Wider Wellington Group or any right arising under which any such asset or
interest could be required to be disposed of or charged or will or could cease
to be available to any member of the Wider Wellington Group;
(v) any member of the Wider Wellington Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) any member of the Wider Fenner Group and/or of the Wider Wellington Group
being required to acquire, or offer to acquire or repay any shares in
and/or securities and/or indebtedness of any member of the Wider
Wellington Group owned by any Third Party;
(vii)any change in or effect on the ownership or use of any intellectual property
rights owned or used by any member of the Wider Wellington Group;
(viii)the value or financial or trading position or prospects of any member
of the Wider Wellington Group being prejudiced or adversely affected; or
(ix) the creation of any liability, actual or contingent, by any member of
the Wider Wellington Group (other than in the ordinary course of business),
and no event having occurred which, under any provision of any such Relevant
Instrument, might reasonably be expected to result in any of the events referred
to in this condition (f) to an extent which would be material in the context of
the Wider Wellington Group taken as a whole;
(g) since 31 December 2004 and except as disclosed in Wellington's annual report
and accounts for the year ended 31 December 2004 or as disclosed by or on behalf
of Wellington to Fenner in writing in connection with the Offer prior to the
announcement of the Offer or as otherwise publicly announced by Wellington on or
prior to the announcement of the Offer through an RIS, no member of the Wider
Wellington Group having:
(i) issued or agreed to issue or authorised or proposed the issue of additional
shares or securities of any class, or securities convertible into or
exchangeable for shares, or rights, warrants or options to subscribe for
or acquire any such shares, securities or convertible securities (save for
issues between Wellington and any of its wholly-owned subsidiaries or between
such wholly-owned subsidiaries and save for options granted under the Wellington
Share Option Schemes before 31 December 2004 or the issue of any Wellington
Shares allotted upon the exercise of options granted before 31 December 2004
under the Wellington Share Option Schemes) or redeemed, purchased, repaid or
reduced or proposed the redemption, purchase, repayment or reduction of any part
of its share capital or any other securities;
(ii) recommended, declared, made or paid or proposed to recommend, declare,
make or pay any bonus, dividend or other distribution whether payable in
cash or otherwise other than any distribution by any wholly-owned subsidiary
of the Wellington Group and payment of the dividend of 4.6 pence per Wellington
Share which was announced on 30 March 2005;
(iii)save as between Wellington and its wholly-owned subsidiaries, effected,
authorised, proposed or announced its intention to propose any change in
its share or loan capital which in each case would be material in the context
of the Wider Wellington Group taken as a whole;
(iv) save as between Wellington and its wholly-owned subsidiaries, effected,
authorised, proposed or announced its intention to propose:
(aa) any merger, demerger, reconstruction, arrangement, amalgamation, commitment
or scheme; or
(bb) any acquisition or disposal, mortgage, charge or transfer of assets or
shares (other than in the ordinary course of business) of any right, title or
interest in any assets or shares or other transaction or arrangement (other than
in the ordinary course of business) in respect of itself or another member of
the Wider Wellington Group which in each case would be material in the context
of the Wider Wellington Group taken as a whole;
(v) acquired or disposed of or transferred (other than in the ordinary course
of business) or mortgaged, charged or encumbered any assets or
shares or any right, title or interest in any assets or shares (other than in
the ordinary course of business) or authorised the same or entered into, varied
or terminated or authorised, proposed or announced its intention to enter into,
vary, terminate or authorise any agreement, arrangement, contract, transaction
or commitment (other than in the ordinary course of business and whether in
respect of capital expenditure or otherwise) which is of a loss-making,
long-term or unusual or onerous nature or magnitude, or which involves or could
involve an obligation which is material in the context of the Wider Wellington
Group taken as a whole;
(vi) save as between Wellington and its wholly-owned subsidiaries, entered into
any agreement, contract, transaction, arrangement or commitment (other
than in the ordinary course of business) which is material in the context
of the Wider Wellington Group taken as a whole;
(vii)save as between Wellington and its wholly-owned subsidiaries, entered
into any contract, transaction or arrangement which would be restrictive
on the business of any member of the Wider Wellington Group or the Wider Fenner
Group or which is or could involve obligations which would or might reasonably
be expected to be so restrictive which are material in the context of the Wider
Wellington Group taken as a whole;
(viii)save as between Wellington and its wholly-owned subsidiaries,
issued, authorised or proposed the issue of or made any change in or to any
debentures, or (other than in the ordinary course of business) incurred or
increased any indebtedness or liability, actual or contingent, which is material
in the context of the Wider Wellington Group taken as a whole;
(ix) been unable or admitted that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business or proposed or entered into any composition or
voluntary arrangement with its creditors (or any class of them) or the filing at
court of documentation in order to obtain a moratorium prior to a voluntary
arrangement or, by reason of actual or anticipated financial difficulties,
commenced negotiations with one or more of its creditors with a view to
rescheduling any of its indebtedness;
(x) made, or announced any proposal to make, any material change
or addition to any retirement, death or disability benefit or any other
employment-related benefit of or in respect of any of its directors, employees,
former directors or former employees;
(xi) save as between Wellington and its wholly-owned subsidiaries,
granted any lease or third party rights in respect of any of the leasehold or
freehold property owned or occupied by it which is material in the context of
the Wider Wellington Group taken as a whole or transferred or otherwise disposed
of any such property;
(xii) entered into or materially varied or made any offer (which remains open
for acceptance) to enter into or materially vary the terms of any
service agreement with any director or senior executive of Wellington or any
director or senior executive of the Wider Wellington Group;
(xiii)taken or proposed any corporate action or had any proceedings
started or threatened against it for its winding-up (voluntary or otherwise),
insolvency, dissolution, striking-off or reorganisation or for the appointment
of a receiver, administrator (including the filing of any administration
application, notice of intention to appoint an administrator or notice of
appointment of an administrator), administrative receiver, trustee or similar
officer of all or any part of its assets or revenues or for any analogous
proceedings or steps in any jurisdiction or for the appointment (not being
vexatious proceedings in the reasonable opinion of Fenner) of any analogous
person in any jurisdiction;
(xiv)made any amendment to its memorandum or articles of association;
(xv) waived or compromised any claim or authorised any such waiver or
compromise, save in the ordinary course of business, which is material in the
context of the Wider Wellington Group taken as a whole; or
(xvi)agreed to enter into or entered into an agreement or arrangement
or commitment or passed any resolution or announced any intention with respect
to any of the transactions, matters or events referred to in this condition (g);
(h) except as publicly announced by Wellington prior to the announcement of the
Offer through an RIS or disclosed in writing to Fenner in connection with the
Offer prior to the announcement of the Offer and save as disclosed in the annual
report and accounts of Wellington for the financial year ended 31 December 2004,
since 31 December 2004:
(i) there having been no material adverse change or deterioration in the business,
assets, financial or trading position or profits or prospects of the Wider
Wellington Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Wellington Group is or may
become a party (whether as claimant or defendant or otherwise), and no material
enquiry or investigation by or complaint or reference to any Relevant Authority,
against or in respect of any member of the Wider Wellington Group, having been
threatened, announced or instituted or remaining outstanding by, against or in
respect of any member of the Wider Wellington Group in any way which is or might
reasonably be expected to be material in the context of the Wider Wellington
Group taken as a whole; and
(iii)no contingent or other liability having arisen or become apparent or
increased which might be likely in either case to be material in the
context of the Wider Wellington Group taken as a whole;
(i) save as disclosed in writing in connection with the Offer by or on behalf of
Wellington to Fenner prior to the announcement of the Offer Fenner not having
discovered:
(i) that any financial, business or other information concerning Wellington
or the Wider Wellington Group which is contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Wellington
Group contains a material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not materially
misleading which has not, prior to the announcement of the Offer, been corrected
by public announcement through an RIS;
(ii) any information which materially affects the import of any such information
as is mentioned in condition (i)(i);
(iii)that any circumstance exists whereby a person or class of person would
be likely to have any claim or claims against any member of the
Wider Wellington Group which would or might reasonably be expected to be
material in the context of the Wider Wellington Group taken as a whole.
(j) save as disclosed by or on behalf of Wellington to Fenner or its advisers in
writing prior to the announcement of the Offer Fenner not having discovered
that:
(i) there has been a release, emission, disposal, spillage or leakage of waste
or hazardous substance or any substance likely to impair the environment
or harm human health on, or there has been an emission or discharge
of any waste or hazardous substance or any substance reasonably likely to impair
the environment or harm human health from, any land or other asset now or
previously owned, occupied or made use of by any past or present member of the
Wider Wellington Group which would be likely to give rise to any liability
(whether actual or contingent, civil or criminal) or cost on the part of any
member of the Wider Wellington Group which is material in the context of the
Wider Wellington Group taken as a whole;
(ii) any past or present member of the Wider Wellington Group has failed to
comply with any and/or all applicable legislation or regulations of
any relevant jurisdiction with regard to the use, treatment, handling, storage,
transport, disposal, spillage, release, discharge, leak or emission of any waste
or hazardous substance or any substance reasonably likely to impair the
environment or harm human health or animal health or otherwise relating to
environmental matters, or that there has otherwise been any such use, treatment,
handling, storage, transport, disposal, spillage, release, discharge, leak or
emission (whether or not the same constituted a non-compliance by any member of
the Wider Wellington Group with any such legislation or regulations, and
wherever the same may have taken place) any of which use, treatment, handling,
storage, transport, disposal, spillage, release, discharge, leak or emission
would be likely to give rise to any liability (actual or contingent, civil or
criminal) or cost on the part of any member of the Wider Wellington Group which
is material in the context of the Wider Wellington Group taken as a whole;
(iii)there is, or is reasonably likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) on any past or
present member of the Wider Wellington Group to make good, alter, improve,
repair, reinstate, clean up or otherwise assume responsibility for any property
or any controlled waters now or previously owned, occupied, operated or made use
of or controlled by any such past or present member of the Wider Wellington
Group, under any environmental legislation, regulation, notice, circular or
order or of any Relevant Authority or any other person or body in any
jurisdiction which is material in the context of the Wider Wellington Group
taken as a whole;
(iv) circumstances exist whereby a person or class of persons would be reasonably
likely to have a claim or claims against any member of the Wider Wellington
Group in respect of any product, by-product or process of manufacture
or materials used therein now or previously manufactured, sold or carried out by
any past or present member of the Wider Wellington Group, which claim or claims
would be likely to have a material adverse effect on any member of the Wider
Wellington Group to an extent which is material in the context of the Wider
Wellington Group taken as a whole;
(v) circumstances exist (whether as a result of the making of the Offer or
otherwise) which would be reasonably likely to lead to any third party
instituting, or whereby any present or past member of the Wider Wellington Group
would be reasonably likely to be required to institute, an environmental audit
or take any other steps which would, in any such case, be reasonably likely to
result in any actual or contingent liability of any member of the Wider
Wellington Group to improve or install new plant or equipment or make good,
repair, reinstate or clean up any land or other asset now or previously owned,
occupied or made use of by any member of the Wider Wellington Group, which, in
any such case, would be material in the context of the Wider Wellington Group
taken as a whole.
Fenner reserves the right to waive all or any of conditions (d) to (j)
inclusive, in whole or in part.
Conditions (b) and (c) must be fulfilled or waived within 21 days after the
later of the first closing date of the Offer and the date on which condition (a)
is fulfilled and conditions (d) to (j) inclusive must be satisfied as at, or
waived on or before, midnight on the 21st day after the later of the first
closing date of the Offer and the date on which condition (a) is fulfilled (or
in each such case such later date as Fenner may, with the consent of the Panel,
agree), failing which the Offer will lapse provided that Fenner shall be under
no obligation to waive or treat as fulfilled any of conditions (d) to (j)
inclusive by a date earlier than the latest date specified above for the
fulfilment thereof notwithstanding that the other conditions of the Offer may at
such earlier date have been fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
References to a "substantial interest" in an undertaking or other enterprise and
similar expressions shall be taken to refer to a direct or an indirect interest
of 20 per cent. or more of the voting rights exercisable in relation to the
undertaking or enterprise concerned or in the equity capital or any class of
equity capital of such undertaking or enterprise.
References to "subsidiary undertaking'", "associated undertaking" and
"undertaking" shall have the meaning given to those terms in the Companies Act.
Appendix II
Bases and Sources
1. The value attributed to the existing issued share capital of Wellington is
based upon the 23,861,946 Wellington Shares in issue on 18 April 2005
2. Unless otherwise stated, the financial information on Fenner is extracted
from the comparative table to be included in the Listing Particulars
expected to be posted to Wellington Shareholders and Fenner Shareholders today.
3. Unless otherwise stated, the financial information on Wellington is extracted
from the comparative table included in the Listing Particulars expected to be
posted to Wellington Shareholders and Fenner Shareholders today.
STATISTICS RELATING TO THE ACQUISITION
AND THE PLACING AND OPEN OFFER
Price per existing Fenner Share * 136 pence
Number of existing Fenner Shares in issue 108,759,239
Issue Price 127 pence
Basis of the Open Offer 3 Open Offer Shares for every 7 existing Fenner Shares
Number of Open Offer Shares to be issued pursuant
to the Placing and Open Offer 46,611,102
Number of New Fenner Shares to be issued
pursuant to the Acquisition ** 7,462,087
Number of Fenner Shares in issue immediately
following Admission ** 206.8 million
Percentage of enlarged ordinary share capital
represented by the new Fenner Shares ** 33.2%
Pro forma market capitalisation of Fenner
following the Placing and Open Offer and
completion of the Acquisition at the Issue Price ** #162,832,428
* Closing mid-market price on 18 April 2005, the latest practicable date prior
to the publication of this announcement.
** Assuming that no Wellington Shareholders elect for the Full Cash Alternative
instead of receiving Acquisition Shares and all Wellington Shareholders accept
the Offer prior to Admission.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2005
Record Date for the Open Offer Close of business on 15 April
Ex-entitlement date for the Open Offer 19 April
Open Offer entitlements credited to stock accounts in
CREST of Qualifying CREST Shareholders by 20 April
Recommended latest time for requesting withdrawal
of Open Offer Entitlements from CREST 4.30 p.m. on 4 May
Latest time for depositing Open Offer Entitlements
into CREST 3.00 p.m. on 6 May
Latest time and date for splitting Application Forms
(to satisfy bona fide market claims) 3.00p.m. on 9 May
First closing date for the Offer 11 May
Latest time and date for receipt of completed
Application Forms and payment in full under the
Open Offer or settlement of relevant CREST
instruction (as appropriate) 11.00 a.m. on 11 May
Latest time and date for receipt of Forms of Proxy 3.00 p.m. on 11 May
Extraordinary General Meeting 3.00 p.m. on 13 May
Crediting of New Ordinary Shares to CREST stock
accounts in uncertificated form 20 May
Dealings in New Ordinary Shares commence 8.00 a.m. on 20 May
Despatch of share certificates in respect of
New Ordinary Shares in certificated form By 27 May
Appendix III
Definitions
"Acquisition" the proposed acquisition of the entire issued and to be issued
share capital of Wellington by Fenner on the terms and
conditions of the Offer
"Act" or
"Companies Act" The Companies Act 1985 (as amended)
"Australia" the Commonwealth of Australia, its states, territories or
possessions
"BDO Stoy Hayward BDO Stoy Hayward Corporate Finance, a division of BDO Stoy
Corporate Finance" Hayward LLP, Chartered Accountants, which is authorised and
regulated in the UK by the Financial Services Authority to
carry on investment business, financial adviser to Wellington
"Canada" Canada, its possessions and territories and all areas subject
to its jurisdiction or any political sub-division thereof
"certificated" or a share or other security which is not in uncertificated form
"in certificated form"
"Collins Stewart" Collins Stewart Limited, a wholly owned subsidiary of Collins
Stewart Tullett plc
"Committed Shares" Open Offer Shares which represent entitlements to apply to
Fenner for Open Offer Shares of Messrs. Cooke, Abrahams and
Perry who have provided irrevocable undertakings to Fenner to
take up such Open Offer Shares under the Open Offer
"CREST" the Relevant System in respect of which CRESTCo is the Operator
(each as defined in the CREST Regulations)
"CRESTCo" CRESTCo Limited, the operator of CREST
"Enlarged Group" the Fenner Group as enlarged by the Acquisition
"Extraordinary the extraordinary general meeting of Fenner to be convened for
General Meeting" 3.00 p.m. on 13 May 2005
or "EGM"
"Fenner" Fenner PLC
"Fenner Directors" the directors of Fenner
or "Fenner Board"
"Fenner Group" Fenner and its subsidiary and associated undertakings
"Fenner holder(s) of Fenner Shares
Shareholders"
"Fenner Shares" ordinary shares of 25 pence each in the capital of Fenner
"Fenner Share the 1996 Executive Share Option Scheme, the Long Term Share
Option Schemes" Incentive Plan and the 1992 Employee Share Ownership Trust and
the J.H. Fenner Executive Share Option Scheme 1986
"Form of the form of acceptance, election and authority relating to the
Acceptance" Offer expected to be posted to Wellington Shareholders (who
hold their Wellington Shares in certificated form) today
"Firm Placed 349,352 Open Offer Shares which represent entitlements to apply
Shares" to Fenner for Open Offer Shares under the Open Offer of Messrs
Cooke, Abrahams and Perry who have provided irrevocable
undertakings to Fenner not to take up such Open Offer Shares
under the Open Offer
"Full Cash the alternative available under the Offer whereby Wellington
Alternative" Shareholders who validly accept the Offer may elect to receive
180 pence in cash for each Wellington Share instead of
receiving their consideration in cash and New Fenner Shares
"Issue Price" 127 pence per Fenner Share
"Japan" Japan, its cities, prefectures, territories and possessions
"Listing the circular to Fenner Shareholders incorporating listing
Particulars" particulars relating to Fenner prepared in accordance with the
Listing Rules and expected to be posted to Fenner Shareholders
and Wellington Shareholders today
"London Stock London Stock Exchange plc
Exchange"
"New Fenner Shares" up to 7,462,087 new Fenner Shares proposed to be issued
credited as fully paid pursuant to the Offer
"Offer" the offer to be made by Rothschild on behalf of Fenner to
acquire the Wellington Shares on the terms and subject to the
conditions set out or referred to in the announcement to which
this Appendix forms part and Appendix I to such announcement
and the further terms and conditions set out in the Offer
Document and, in the case of Wellington Shares in certificated
form, the Form of Acceptance and, where the context permits,
any subsequent revision, variation, extension or renewal
thereof
"Offer Document" the document containing the formal terms and conditions of the
Offer expected to be posted to Wellington Shareholders today
"Official List" the official list maintained by the UK Listing Authority
"Open Offer" the offer by Rothschild and Collins Stewart as agent for Fenner
to Qualifying Fenner Shareholders to subscribe for Open Offer
Shares on the terms and subject to the conditions set out in
the Listing Particulars and, in the case of existing Fenner
Shares held in certificated form, in the application form
relating thereto
"Open Offer Shares" the Fenner Shares to be made available to Qualifying Fenner
Shareholders under the Open Offer
"Overseas Fenner Shareholders whose registered address is not in the UK
Shareholders" or who are citizens of, incorporated in, registered in or
otherwise resident in, countries outside the UK
"Placing" the conditional placing of the Open Offer Shares (other than
the Committed Shares) at the Issue Price, subject to the right
of Qualifying Fenner Shareholders to apply for such shares
pursuant to the Open Offer (other than in relation to the Firm
Placed Shares)
"Placing and the Open Offer to Qualifying Fenner Shareholders to subscribe
Open Offer" for Open Offer Shares and the placing of such shares
conditionally on Qualifying Fenner Shareholders not agreeing to
so subscribe as more particularly described in the Listing
Particulars
"Qualifying Fenner Fenner Shareholders (other than certain Overseas Shareholders)
Shareholders" on the register of members of Fenner at the close of business
on 15 April 2005
"Placing and Open the conditional agreement dated 19 April 2005 between Fenner,
Offer Agreement" Rothschild and Collins Stewart
"Rothschild" N M Rothschild & Sons Limited
"Securities Act" the United States Securities Act of 1933, as amended
"UK Listing the Financial Services Authority in its capacity as competent
Authority" or "UKLA"authority under the Financial Services and Markets Act 2000 and
in the exercise of its functions in respect of the admission to
the Official List, including where the context so permits, any
committee, employee, officer or servant to whom any function of
the UKLA may for the time being be delegated
"uncertificated" recorded on the relevant register of the share or security
or "in concerned as being held in uncertificated form in CREST, and
uncertificated form"title to which, by virtue of the CREST Regulations, may be
transferred by means of CREST
"United Kingdom" the United Kingdom of Great Britain and Northern Ireland
or "UK"
"Wellington" Wellington Holdings plc
"Wellington Board" the board of directors of Wellington, each member of which is a
or "Wellington "Wellington Director"
Directors"
"Wellington Group" Wellington and its subsidiary and associated undertakings
"Wellington Share Wellington Holdings plc Unapproved Discretionary Share Option
Option Schemes" Scheme 1994 and Wellington Holdings plc Unapproved
Discretionary Share Option Scheme 1997
"Wellington a holder(s) of Wellington Shares
Shareholder(s)"
"Wellington Shares" the existing unconditionally allotted or fully paid ordinary
shares of 10 pence each in the share capital of Wellington and
any further such shares which are unconditionally allotted or
issued prior to the date on which the Offer closes (or such
earlier date, not being earlier than the date on which the
Offer becomes or is declared unconditional as to acceptances
or, if later, the first closing date of the Offer, as Fenner
may determine) as a result of the exercise of options under the
Wellington Share Option Schemes or otherwise
"Wider Fenner Group" the Fenner Group and any joint venture, partnership, firm or
company in which the members of the Fenner Group are
substantially interested, aggregating their interests
"Wider Wellington The Wellington Group and any joint venture, partnership, firm
Group" or company in which the members of the Wellington Group are
substantially interested, aggregating their interests
"US" or the United States of America, its possessions and territories
"United States" and any area subject to its jurisdiction and any state of the
or "USA" United States and the District of Columbia
Unless otherwise indicated, all references in this announcement to "pounds
sterling", "#", "pence" or "p" are to the lawful currency of the United Kingdom.
Fenner prepares its financial statements in pounds sterling.
All times referred to are London times unless otherwise stated
This information is provided by RNS
The company news service from the London Stock Exchange
END
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