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Readymix PLC (IRSH)

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Wednesday 22 February, 2012

Readymix PLC

Recommended Offer for Readymix plc

RNS Number : 9361X
Readymix PLC
22 February 2012
 



For immediate release

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

 

22 February 2012

 

RECOMMENDED ACQUISITION FOR CASH

BY

READYMIX INVESTMENTS ("Bidco")

OF

READYMIX PLC ("Readymix")

BY MEANS OF A SCHEME OF ARRANGEMENT UNDER SECTION 201 OF THE COMPANIES ACT 1963 OF IRELAND

 

Summary

 

·          The Bidco Board and the Independent Committee of Readymix are pleased to announce that they have reached agreement on the terms of a recommended acquisition for cash by Bidco, a wholly owned subsidiary of Cemex España, S.A., of the entire issued and to be issued share capital of Readymix not already beneficially owned by the Cemex Group (the "Acquisition").

 

·          The Acquisition will be implemented by way of a Court approved Scheme of Arrangement under Section 201 of the Companies Act 1963. Further details are contained in the full text of this announcement.

 

·          Readymix was founded in Dublin in 1965. Readymix is a manufacturer of concrete products for construction purposes and provides building materials to construction projects in a range of sectors. Readymix invests in technology to deliver products and building solutions to a range of customers.

 

·          Bidco is an Irish incorporated wholly owned indirect subsidiary of Cemex España, S.A. which operates as a holding company.

 

·          As at the date of this announcement, the Cemex Group, through Readymix Holdings and Pre-Cast Products owns 67,075,094 Readymix Shares in total, representing approximately 61.2 per cent. of the existing issued share capital of Readymix.

 

·          Under the terms of the Acquisition, Readymix Shareholders, other than Bidco and Pre-Cast Products, will be entitled to receive €0.25 in cash for each Readymix Share held by them.

 

·          The Acquisition values the entire issued and to be issued share capital of Readymix at approximately €27.4 million.

 

·          The Acquisition Price represents:

 

a premium of approximately 13.6 per cent. to the Closing Price of €0.22 per Readymix Share on 21 February 2012, being the last Business Day prior to the date of this announcement;

 

a premium of approximately 733 per cent. to the Closing Price of €0.03 per Readymix Share on 18 January 2012, being the last Business Day prior to the commencement of the Offer Period; and

 

a premium of approximately 150 per cent. to the average daily Closing Price of €0.10 per Readymix Share for the six months up to the commencement of the Offer Period.

 

·          The Independent Committee of Readymix, which has been so advised by Davy Corporate Finance, considers the terms of the Acquisition to be fair and reasonable. In providing advice on the Acquisition to the Independent Committee of Readymix, Davy Corporate Finance has taken into account the commercial assessments of the Independent Committee of Readymix.

 

·              Accordingly, the Independent Committee of Readymix unanimously recommends that Readymix Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolutions at the EGM.

 

·              To become effective, the Acquisition and the Scheme require, among other things, that the Scheme be approved at the Court Meeting by a majority in number of the Scheme Shareholders, present and voting either in person or by proxy, representing three-fourths (75 per cent.) or more in value of the Scheme Shares held by such holders, and that the Resolutions be approved at the EGM by the Readymix Shareholders.

 

·              Neither Readymix Holdings nor Pre-Cast Products will be entitled to vote its Readymix Shares at the Court Meeting.  Both entities will be entitled to vote their Readymix Shares at the EGM and intend to vote them in favour of the Resolutions.

 

·          As at the date of this announcement, Bidco has received irrevocable undertakings, subject to certain exceptions, to vote at the Court Meeting in favour of the Scheme and to vote at the EGM in favour of the Resolutions from Setanta Asset Management Limited in respect of the entire of the 9,370,885 Readymix Shares controlled by it and from Mr. Tom Cunningham in respect of the entire of the 3,784,785 Readymix Shares held or beneficially owned by him.

 

Commenting on the Acquisition, Adrian Auer, Chairman of Readymix, said:

 

"The cash offer of €0.25 per share from Bidco creates an opportunity for shareholders to receive value for their investment in Readymix, having regard to the present financial condition of the company, the prevailing economic circumstances and the highly uncertain outlook for the housing and construction sectors."

 

Commenting on the Acquisition, Daniel Torre Carrera, Director of Bidco, said:

 

"Bidco is committed to working with the Independent Committee of Readymix to effect the Acquisition as soon as possible and in accordance with the relevant provisions of the Takeover Rules."

 

The Acquisition and the Scheme will be subject to the conditions and certain further terms set out in Appendix I to this announcement and to be set out in the Scheme Document and are conditional on, among other things, certain approvals by Readymix Shareholders and the sanction of the Scheme by the Court.

 

This summary should be read in conjunction with, and is subject to, the full text of the following announcement and appendices to this announcement. Appendix I to this announcement contains the full text of the conditions to, and certain further terms of, the Acquisition and the Scheme. Appendix II to this announcement contains the bases of calculation and sources of certain information contained in this announcement. Appendix III sets out definitions of certain terms used in this announcement (including in this summary).

 

Davy Corporate Finance is acting as Rule 3 and joint financial adviser to Readymix. Athelera Europe Limited is acting as joint financial adviser to Readymix. McCann FitzGerald is acting as legal adviser to Readymix.

 

NCB Corporate Finance is acting as financial adviser to Bidco. Matheson Ormsby Prentice is acting as legal adviser to Bidco and Cemex España, S.A.

 

Enquiries:

 

READYMIX

Tel:      +353 1 865 8700

Adrian Auer, Chairman




DAVY CORPORATE FINANCE

Tel:      +353 1 679 6363

Rule 3 and Joint Financial Adviser to Readymix


Ivan Murphy


Stephen Barry


David Nangle




ATHELERA EUROPE LIMITED

Joint Financial Adviser to Readymix

 

Tel:      +44 207 499 1106

Henry Lloyd




BIDCO

Tel:      +353 1 2400 281 

Daniel Torre Carrera, Director




NCB CORPORATE FINANCE

Tel:      +353 1 611 5611

Financial adviser to Bidco


Shane Lawlor


Jonathan Simmons


 

Responsibility Statements

 

The members of the Independent Committee of Readymix accept responsibility for the recommendation of the Acquisition and associated opinions contained in this announcement. To the best of the knowledge and belief of the members of the Independent Committee of Readymix (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. In view of their employment by the Cemex Group and/or relationship with the Cemex Group, Roger Gonzalez, Ignacio Madridejos and Derek O'Donnell are not regarded as independent for the purpose of the formulation and communication of advice in connection with the Acquisition.

 

The directors of Readymix accept responsibility for the information in this announcement relating to Readymix, the Readymix Group, the directors of Readymix and members of their immediate families, related trusts and persons connected with them other than the recommendation and related opinions of the Independent Committee of Readymix contained herein. To the best of the knowledge and belief of the directors of Readymix (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

The directors of Bidco and the directors of Cemex España, S.A. accept responsibility for the information contained in this announcement, other than that relating to Readymix, the Readymix Group, the directors of Readymix and members of their immediate families, related trusts and persons connected with them and the recommendation and related opinions of the Independent Committee of Readymix contained herein. To the best of the knowledge and belief of the directors of Bidco and the directors of Cemex España, S.A.(who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

Financial Advisers

 

Davy Corporate Finance, which is regulated by the Central Bank of Ireland, is acting exclusively for Readymix and no one else in connection with the Acquisition and will not be responsible to anyone other than Readymix for providing the protections afforded to customers of Davy Corporate Finance, or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

 

Athelera Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Readymix and no one else in connection with the Acquisition and will not be responsible to anyone other than Readymix for providing the protections afforded to customers of Athelera Europe Limited, or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

 

NCB Corporate Finance, which is regulated by the Central Bank of Ireland, is acting exclusively for Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to customers of NCB Corporate Finance, or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

 

Conditions

 

The full text of the conditions and certain further terms of the Acquisition and Scheme are set out in Appendix I to this announcement, and will also be set out in the Scheme Document.

 

General

 

This announcement does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition, the Scheme or otherwise.

 

The distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Acquisition are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction.

 

This announcement has been prepared for the purposes of complying with Irish law and the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of Ireland.

 

Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition and the Scheme are made.

 

This announcement is made pursuant to Rule 2.5 of the Takeover Rules.

 

Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement will be available to Readymix's employees on Readymix's website (www.Readymix.ie).

 

 

This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Readymix Group and/or the Cemex Group and certain plans and objectives of the Readymix Board and/or the Bidco Board and the Cemex España, S.A. Board. 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 Readymix Board and/or the Bidco Board and the Cemex España, S.A. Board in light of their respective experience and their respective 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 or 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. None of Readymix, Bidco or Cemex España, S.A. assumes any 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 publication 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 the Readymix Group or the Cemex Group except where expressly stated.

 

Rule 8 - Dealing Disclosure Requirements

 

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Readymix, all "dealings" in any "relevant securities" of Readymix (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 pm (Dublin time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective, lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Readymix, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

 

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of Readymix by Readymix or Bidco, or by any of their respective "associates", during the Offer Period must be disclosed by no later than 12.00 noon (Dublin time) on the Business Day following the date of the relevant transaction.

 

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Panel's website at www.irishtakeoverpanel.ie.

 

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

 

Terms in quotation marks in this paragraph, Dealing Disclosure Requirements, are defined in the Takeover Rules, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 (0) 1 678 9020, fax number +353 (0) 1 678 9289.

 

Rule 2.10 - Disclosure Requirements

 

In accordance with Rule 2.10 of the Takeover Rules, Readymix confirms that it has 109,645,169 Readymix Shares in issue.

 

No Profit Forecast

 

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for either Bidco or Readymix as appropriate.



Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

 

22 February 2012

 

RECOMMENDED ACQUISITION FOR CASH

BY

READYMIX INVESTMENTS ("Bidco")

OF

READYMIX PLC ("Readymix")

BY MEANS OF A SCHEME OF ARRANGEMENT UNDER SECTION 201 OF THE COMPANIES ACT 1963 OF IRELAND

 

1.         Introduction

 

The Bidco Board and the Independent Committee of Readymix are pleased to announce that they have reached agreement on the terms of a recommended acquisition for cash by Bidco, a wholly owned subsidiary of Cemex España, S.A., of the entire issued and to be issued share capital of Readymix not already beneficially owned by the Cemex Group.

 

2.         The Acquisition

 

The Acquisition will be implemented by way of a Court approved Scheme of Arrangement under Section 201 of the Companies Act 1963.

 

The Acquisition and the Scheme will be subject to the conditions and certain further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

 

Under the terms of the Acquisition, Readymix Shareholders, other than Readymix Holdings and Pre-Cast Products, will be entitled to receive €0.25 in cash for each Readymix Share held by them.

 

The Acquisition values the entire issued and to be issued share capital of Readymix at approximately €27.4 million.

 

            The Acquisition Price represents:

 

·              a premium of approximately 13.6 per cent. to the Closing Price of €0.22 per Readymix Share on 21 February 2012, being the last Business Day prior to the date of this announcement;

 

·              a premium of approximately 733 per cent. to the Closing Price per Readymix Share of €0.03 on 18 January 2012, being the last Business Day prior to the commencement of the Offer Period; and

 

·              a premium of approximately 150 per cent. to the average daily Closing Price per Readymix Share of €0.10 for the six months up to the commencement of the Offer Period.

 

 

 

 

3.               Background to and Reasons for the Acquisition

           

Bidco and Readymix are both members of the Cemex Group.  Bidco is an indirect 100 per cent. subsidiary of Cemex España, S.A. The Cemex Group, through Readymix Holdings and Pre-Cast Products owns 67,075,094 Readymix Shares in total, representing approximately 61.2 per cent. of the existing issued share capital of Readymix.

 

The Cemex Group provides financial, technical and other support to Readymix.

 

Given the difficult market conditions in which Readymix is operating, it has been pursuing a policy of reducing costs with the aim of becoming as lean as possible while also endeavoring to maintain its market footprint throughout Ireland and the Isle of Man.

 

The Acquisition will permit the full integration of Readymix into the Cemex Group.  As a result of this integration, Bidco expects that Readymix will be able to realise synergies in terms of operational efficiency and cost structure optimisation, in particular through accessing centralised transactional and expert services and support from the Cemex Group's regional service organisation.

 

4.               Recommendation

 

The Independent Committee of Readymix, which has been so advised by Davy Corporate Finance, considers the terms of the Acquisition to be fair and reasonable. In providing advice on the Acquisition to the Independent Committee of Readymix, Davy Corporate Finance has taken into account the commercial assessments of the Independent Committee of Readymix. 

 

Accordingly, the Independent Committee of Readymix unanimously recommends that Readymix Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolutions at the EGM.

 

5.               Background to and Reasons for the Recommendation

 

In considering the merits of the Acquisition, the Independent Committee of Readymix has assessed the options available to Readymix to deliver value to Readymix Shareholders, having regard to the prevailing economic circumstances and the uncertain outlook for the housing and construction sectors and the probability of continuing operating losses. The Independent Committee has also taken into account the diminishing options available to Readymix for further cost reductions and operating efficiencies, recognising the extensive range of actions already taken by the management of Readymix over the last four years. 

 

The Independent Committee also considered the sustainability of Readymix's increasing liability under the €35,000,000 debt facility provided by the Cemex Group, which is due for repayment in September 2014, and the absence of any offers to acquire Readymix, or major parts of its assets, from third parties on acceptable terms, notwithstanding that Readymix was in a formal takeover offer period for six months during 2010 and 2011.

 

For the reasons outlined above, the Independent Committee has concluded that the Acquisition would be in the best interests of Readymix and Readymix Shareholders as a whole.

 

6.               Information Relating to Readymix

 

Readymix was founded in Dublin in 1965. Initially called Readymix (Eire) Limited, by the early 1970s the group had expanded into aggregates in Dublin and opened concrete operations in Limerick and Waterford. In 1972, the company changed its name to Readymix Limited and its shares were admitted to trading on the Irish Stock Exchange. In December 1983, the company re-registered as a public limited company under the name Readymix PLC.

 

Readymix is now a major supplier to the construction industry throughout the island of Ireland. In April 1996, Readymix acquired the Catherwood group of companies in Northern Ireland which enhanced Readymix's range of products and provided strategically placed supply locations for Readymix customers across the island of Ireland. In 1999, Readymix acquired the Finlay concrete products group which expanded and complemented the services and products available to Readymix's customers.

 

On 1 March 2005, the Cemex Group indirectly acquired 61.2 per cent. of Readymix following the acquisition of Readymix's then indirect majority shareholder, RMC plc.

 

The Cemex Group is a global building materials group that provides high quality products and reliable service to customers and communities throughout the Americas, Europe, Africa, the Middle East and Asia. It produces, distributes and sells cement, ready-mix concrete, aggregates and related building materials in more than 50 countries, and it maintains trade relationships in close to 100 nations.

 

7.               Information Relating to Bidco

 

Bidco is an indirect wholly owned Irish subsidiary of Cemex España, S.A. The directors of Bidco are Daniel Torre Carrera and Gabor Baranyai.

 

Bidco operates as a holding company and is not engaged itself in any operating business.

 

8.               The Acquisition and the Scheme

 

The Acquisition will be effected by way of a scheme of arrangement made between Readymix and Readymix Shareholders under Section 201 of the Companies Act 1963. The Acquisition and the Scheme will be made subject to the conditions and certain further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, including certain approvals by Readymix Shareholders and the sanction of the Scheme by the Court.

 

If the Scheme becomes effective, all Scheme Shares will be cancelled pursuant to Sections 72 and 74 of the Companies Act 1963 with the exception of the Readymix Shares held by Readymix Holdings and Pre-Cast Products. Readymix will then issue new Readymix Shares to Bidco in place of the Scheme Shares cancelled pursuant to the Scheme and Bidco will pay the Consideration due pursuant to the Acquisition to former Scheme Shareholders. As a result of these arrangements, Readymix will become a wholly owned indirect subsidiary of Cemex España, S.A.

 

Assuming all conditions have been satisfied or (where applicable) waived, the Scheme will become effective upon delivery to the Registrar of Companies of a copy of the Court Order sanctioning the Scheme, together with the minute required by Section 75 of the Companies Act 1963 confirming the Capital Reduction, and the registration of the Court Order and minute by the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the EGM.

 

To become effective, the Acquisition and the Scheme require, among other things, that the Scheme be approved at the Court Meeting by a majority in number of the Scheme Shareholders present and voting either in person or by proxy and representing three-fourths (75 per cent.) or more in value of the Scheme Shares held by such holders, and that the Resolutions be approved at the EGM by the Readymix Shareholders.  Neither Readymix Holdings nor Pre-Cast Products will be entitled to vote its Readymix Shares at the Court Meeting.  Both entities will be entitled to vote their Readymix Shares at the EGM and intend to vote them in favour of the Resolutions.

 

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the EGM and the expected timetable. The Scheme Document will be dispatched to ReadymixShareholders in due course and in any event within 28 days of the date of this announcement.

 

9.               Financing the Acquisition

 

            The Consideration payable by Bidco under the terms of the Acquisition is to be funded using the Cemex Group's existing cash resources.

 

Further information on the financing of the Acquisition will be set out in the Scheme Document.

 

NCB Corporate Finance, financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the Consideration payable to Scheme Shareholders under the terms of the Acquisition.

 

10.             Intentions regarding Readymix and Strategic Plans

 

If the Acquisition is successful, Bidco intends that Readymix should continue to assess its operational capabilities and focus on cost reductions as it has done over the last number of years according to the market circumstances. Bidco does not currently have plans to redeploy any fixed assets of Readymix following the Acquisition. However, it does intend that Readymix would continue to evaluate the possible disposal of certain business assets to third parties.

 

A future disposal of business assets could result in a reduction in the number of locations from which Readymix carries on business.

 

11.             Management, Directors and Employees

 

Bidco attaches great importance to the skills and experience of the existing management and employees of Readymix, and currently expects them to continue to play an important role in the business following the full integration of Readymix into the Cemex Group. Bidco confirms that the existing employment rights, including pension rights of the management and employees of Readymix, will be fully safeguarded following completion of the Acquisition.

 

A future disposal of business assets could result in certain management and employees of Readymix engaged in relation to such business assets being invited or becoming entitled to transfer their employment to the relevant purchaser.

 

12.             Transaction Agreement

 

Bidco and Readymix have entered into an agreement dated 22 February 2012 (the "Transaction Agreement") setting out, among other things, various matters in relation to the implementation of the Acquisition. The Transaction Agreement will terminate in certain circumstances, including if the Court Order sanctioning the Scheme is not granted or the Resolutions are not duly passed. Further details of the Transaction Agreement will be set out in the Scheme Document.

 

13.             Irrevocable Undertakings

 

As at the date of this announcement, Bidco has received irrevocable undertakings, subject to certain exceptions, to vote at the Court Meeting in favour of the Scheme and to vote at the EGM in favour of the Resolutions from Setanta Asset Management Limited in respect of the entire of the 9,370,885 Readymix Shares controlled by it and from Mr. Tom Cunningham in respect of the entire of the 3,784,785 Readymix Shares held or beneficially owned by him.

 

The irrevocable undertakings referred to above will lapse in the following circumstances:

 

·      the Scheme lapses or is withdrawn;

 

·      the Scheme Document is not posted to Readymix shareholders within 28 days of the Announcement or such later date as Bidco and Readymix may agree; or

 

·      prior to the Scheme becoming effective, a firm announcement pursuant to Rule 2.5 of the Takeover Rules is made in respect of a third party competing offer provided the price payable per Readymix Share under such competing third party offer is not less than 110 per cent. of the Consideration.

 

14.              Convertible Securities, Options and Subscription Rights

 

As of the date of this announcement, there are no outstanding securities convertible into, or rights or options to subscribe for, any shares in the capital of Readymix.

15.             Disclosure of Interests in Readymix

 

As at the date of this announcement the Cemex Group beneficially owns 67,075,094 Readymix Shares in total representing approximately 61.2 per cent. of the existing issued share capital of Readymix. Save as disclosed in this paragraph 15, neither Bidco nor Cemex España, S.A. nor, so far as the directors of Bidco and the directors of Cemex España, S.A. are aware, any person acting in concert with either of them, has any interest in or right to subscribe for any relevant securities of Readymix nor are they party to any short positions (whether conditional or absolute and whether in-the-money or otherwise) relating to relevant securities of Readymix, including any short positions under derivatives, agreements to sell or any delivery obligations or rights to require another person to take delivery.

 

Neither Bidco nor any person acting in concert with Bidco has any arrangement in relation to Readymix Shares, or any securities convertible or exchangeable into Readymix Shares or options (including traded options) in respect of, or derivatives referenced to, Readymix Shares.  For these purposes, "arrangement" includes an indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

 

In the interests of confidentiality, Bidco and Cemex España, S.A. have made only limited enquiries in respect of certain parties who may be deemed by the Panel to be acting in concert with them for the purpose of the Acquisition. Enquiries of such parties will be made as soon as practicable following the date of this announcement and any disclosure in respect of such parties shall be included in the Scheme Document.

 

16.        Cancellation of Trading and Re-registration as a Private Company

 

It is intended that shortly before the Effective Date, and subject to applicable requirements of the Irish Stock Exchange, Bidco will procure that Readymix applies for cancellation of the listing of the Readymix Shares on the official list of the Irish Stock Exchange and for the cancellation of the admission of the Readymix Shares to trading on the main market of the Irish Stock Exchange, such cancellations to take effect on the Effective Date, subject to the Scheme becoming effective. The last day of dealing in Readymix Shares on the Irish Stock Exchange will be the last Business Day before the Effective Date.

 

On the Effective Date, share certificates in respect of the Readymix Shares will cease to be valid and should be destroyed. In addition, entitlements to Readymix Shares held within the CREST system will be cancelled on the Effective Date.

 

It is intended that, shortly after the Scheme becomes effective, Readymix will be re-registered as a private company.

 

17.        General

 

The Acquisition and Scheme will be subject to the conditions and certain further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The Scheme Document will include full details of the Acquisition and the expected timetable and will be accompanied by the appropriate forms of proxy. These will be despatched to Readymix Shareholders in due course. The Acquisition and the Scheme will be governed by the laws of Ireland and will be subject to the applicable requirements of the Takeover Rules and, where relevant, the Irish Stock Exchange and applicable laws.

 

This announcement has been prepared for the purposes of complying with Irish law and the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of Ireland.

 

Details of the bases of calculation and sources of certain information set out in this announcement are set out in Appendix II. Definitions of certain terms used in this announcement are set out in Appendix III.

 

 

Enquiries:

 

READYMIX

Tel:      +353 1 865 8700

Adrian Auer, Chairman




DAVY CORPORATE FINANCE

Tel:      +353 1 679 6363

Rule 3 and Joint Financial Adviser to Readymix


Ivan Murphy


Stephen Barry


David Nangle




ATHELERA EUROPE LIMITED

Joint Financial Adviser to Readymix

 

Tel:      +44 207 499 1106

Henry Lloyd

 


BIDCO

Tel:      +353 1 2400 281 

Daniel Torre Carrera, Director




NCB CORPORATE FINANCE

Tel:      +353 1 611 5611

Financial adviser to Bidco


Shane Lawlor


Jonathan Simmons




 

Responsibility Statements

 

The members of the Independent Committee of Readymix accept responsibility for the recommendation of the Acquisition and associated opinions contained in this announcement. To the best of the knowledge and belief of the members of the Independent Committee of Readymix (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. In view of their employment by the Cemex Group and/or relationship with the Cemex Group, Roger Gonzalez, Ignacio Madridejos and Derek O'Donnell are not regarded as independent for the purpose of the formulation and communication of advice in connection with the Acquisition.

 

The directors of Readymix accept responsibility for the information in this announcement relating to Readymix, the Readymix Group, the directors of Readymix and members of their immediate families, related trusts and persons connected with them other than the recommendation and related opinions of the Independent Committee of Readymix contained herein. To the best of the knowledge and belief of the directors of Readymix (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

The directors of Bidco and the directors of Cemex España, S.A. accept responsibility for the information contained in this announcement, other than that relating to Readymix, the Readymix Group, the directors of Readymix and members of their immediate families, related trusts and persons connected with them, and the recommendation and related opinions of the Independent Committee of Readymix contained herein. To the best of the knowledge and belief of the directors of Bidco and the directors of Cemex España, S.A. (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

Financial Advisers

 

Davy Corporate Finance, which is regulated by the Central Bank of Ireland, is acting exclusively for Readymix and no one else in connection with the Acquisition, and will not be responsible to anyone other than Readymix for providing the protections afforded to customers of Davy Corporate Finance, or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. 

 

Athelera Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Readymix and no one else in connection with the Acquisition, and will not be responsible to anyone other than Readymix for providing the protections afforded to customers of Athelera Europe Limited, or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

 

NCB Corporate Finance, which is regulated by the Central Bank of Ireland, is acting exclusively for Bidco and no one else in connection with the Acquisition, and will not be responsible to anyone other than Bidco for providing the protections afforded to customers of NCB Corporate Finance, or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. 

 

Conditions

 

The full text of the conditions and reference to certain further terms of the Acquisition and Scheme are set out in Appendix I, and will also be set out in the Scheme Document.

 

General

 

This announcement does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition, the Scheme or otherwise.

 

The distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Acquisition are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction.

 

Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition and the Scheme are made.

 

This announcement is made pursuant to Rule 2.5 of the Takeover Rules.

 

Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement will be available to Readymix's employees on Readymix's website (www.Readymix.ie).

 

 

This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Readymix Group and/or the Cemex Group and certain plans and objectives of the Readymix Board and/or the Bidco Board and the Cemex España, S.A. Board. 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 Readymix Board and/or the Bidco Board and the Cemex España, S.A. Board in light of their respective experience and their respective 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 or 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. None of Readymix, Bidco or Cemex España, S.A. assumes any 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 publication 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 the Readymix Group or the Cemex Group except where expressly stated.

 

Dealing Disclosure Requirements

 

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Readymix, all "dealings" in any "relevant securities" of Readymix (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (Dublin time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective, lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Readymix, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

 

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of Readymix, by Readymix or Bidco, or by any of their respective "associates", during the Offer Period must be disclosed by no later than 12 noon (Dublin time) on the Business Day following the date of the relevant transaction.

 

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Panel's website ( www.irishtakeoverpanel.ie).

 

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

 

Terms in quotation marks in this paragraph, Dealing Disclosure Requirements, are defined in the Takeover Rules, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 (0) 1 678 9020, fax number +353 (0) 1 678 9289.

 

Rule 2.10 - Disclosure Requirements

 

In accordance with Rule 2.10 of the Takeover Rules, Readymix confirms that it has 109,645,169 Readymix Shares in issue.

 

No Profit Forecast

 

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for either Readymix or Bidco, as appropriate.



 

APPENDIX I

CONDITIONS TO THE ACQUISITION AND THE SCHEME

 

The Acquisition and the Scheme will comply with the Takeover Rules and, where relevant, the rules and regulations of the Irish Stock Exchange, and will be subject to the terms and conditions set out in this document and to be set out in the Scheme Document. The Acquisition and the Scheme will be governed by the laws of Ireland and subject to the exclusive jurisdiction of the courts of Ireland, which exclusivity shall not limit the right to seek provisional or protective relief in the courts of another state during or after any substantive proceedings have been instituted in Ireland, nor shall it limit the right to bring enforcement proceedings in another state on foot of an Irish judgment.

 

1.         The Acquisition will be conditional upon the Scheme becoming effective and unconditional by not later than 22 November 2012 (or such later date as may be specified by the Panel or such later date as Bidco and Readymix may, with (if required) the consent of the Panel, agree and the Court may allow). The Scheme will be conditional upon:

 

(i)      the approval of the Scheme by a majority in number of the Scheme Shareholders, representing three-fourths or more in value of the Scheme Shares held by such holders at the Voting Record Time, present and voting either in person or by proxy at the Court Meeting (or at any adjournment of such meeting);

 

(ii)      the Resolutions being duly passed by the requisite majority at the Extraordinary General Meeting (or at any adjournment of such meeting);

 

(iii)     the sanction by the Court (with or without modification) of the Scheme pursuant to Section 201 of the Companies Act 1963 and the confirmation of the Capital Reduction by the Court; and

 

(iv)     office copies of the Court Order and the minute required by Section 75 of the Companies Act 1963 in respect of the Capital Reduction being delivered for registration to the Registrar of Companies and registration of the Court Order and minute confirming the Capital Reduction by the Registrar of Companies.

 

2.         Readymix and Bidco have agreed that, subject to paragraph 3 of this Appendix I, the Acquisition will also be conditional upon the following matters having been satisfied or waived on or before the sanction of the Scheme by the Court pursuant to Section 201 of the Companies Act 1963:

 

(a)           no Irish local or governmental commission, board, body, bureau, or other regulatory authority or agency, including courts and other judicial bodies, any competition, anti-trust or supervisory body or other governmental, regulatory agency or body or securities exchange (a "Third Party"), including any instrumentality or entity designed to act for or on behalf of any of the foregoing, in each case, having instituted or implemented or threatened to institute or implement any action, proceeding, investigation, enquiry, reference or suit or having made, enforced, enacted, issued or deemed applicable to the Acquisition any statute, regulation or order or having withheld any consent which would or would reasonably be expected to:

 

(i)           make the Acquisition void, illegal or unenforceable under the laws of any jurisdiction or otherwise, directly or indirectly, restrain, revoke, prohibit or delay the implementation of the same beyond 22 November 2012 or impose additional material conditions or obligations with respect thereto;

 

(ii)           require a divestiture by any member of the Cemex Group of any shares in Readymix;

 

(iii)          except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole, require the divestiture by any member of the Cemex Group or by any member of the Wider Readymix Group of all or a substantial portion of their respective material businesses, assets (including, without limitation, the shares or securities of any other member of the Readymix Group) or property or impose any material limitation on the ability of any of them to conduct their respective material businesses (or any of them) or own their respective material assets or properties;

 

(iv)          impose any material limitation on the ability of Bidco to acquire, or to hold or to exercise effectively, directly or indirectly, all or any material rights of ownership of, shares (or the equivalent) in, or to exercise voting or management control over, Readymix or any subsidiary or subsidiary undertaking of Readymix which is material in the context of the Wider Readymix Group taken as a whole (each a "Material Subsidiary") or on the ability of any member of the Wider Readymix Group to hold or exercise effectively, directly or indirectly, rights of ownership of shares (or the equivalent) in, or to exercise rights of voting or management control over, any member of the Wider Readymix Group;

 

(v)           except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole, require any member of the Cemex Group or any member of the Wider Readymix Group to acquire or offer to acquire any asset, shares or other securities (or the equivalent) in any member of the Wider Readymix Group owned by any third party;

 

(vi)          except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole, cause any member of the Wider Readymix Group to cease to be entitled to any authorisations, licences, permissions and approvals in Ireland used by it in the carrying on of its business;

 

(vii)         except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole, impose any limitation on the ability of any member of the Wider Readymix Group to integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Cemex Group and/or the Wider Readymix Group which is material in the context of the Wider Readymix Group as a whole; or

 

(viii)         except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole, otherwise materially adversely affect the business, financial condition or results of operations of the Wider Readymix Group taken as a whole,

 

(for the purposes of this paragraph 2, the effects referred to in the foregoing sub-paragraphs (i) through (viii) are referred to as a "Restraint");

 

(b)     Readymix and/or Bidco (as applicable) having obtained from any Irish board, body, bureau or other regulatory authority or agency, including courts and other judicial bodies, or any Irish competition, anti-trust or supervisory body or other governmental, regulatory agency or body or securities exchange, including any instrumentality or entity designed to act for or on behalf of any of the foregoing (each a "Governmental Authority") any Clearances required to be obtained or made by the Wider Readymix Group or Bidco in connection with the Acquisition (except, in each case, for any Clearance or additional instrument failure to obtain which would not impose a Restraint on Readymix or Bidco), all such Clearances remaining in full force and effect, there being no notified intention to revoke or vary or not to renew the same at the time at which the Acquisition becomes otherwise unconditional;

 

(c)     all applicable waiting periods during which any Governmental Authority could, in respect of the Acquisition or the acquisition or proposed acquisition of any shares or other securities (or the equivalent) in, or control of, Readymix or any member of the Wider Readymix Group by Bidco, institute or implement any legal action, proceeding or suit under the laws of any jurisdiction which would be reasonably expected to have a material adverse effect (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole, having expired, lapsed or been terminated;

 

(d)     except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, lease or other instrument to which any member of the Wider Readymix Group is a party or by or to which any such member or any of its assets is bound or subject which, or any event or circumstance having occurred which under any agreement, arrangement, licence, permit, lease or other instrument to which any member of the Wider Readymix Group is a party or to which any member of the Wider Readymix Group or any of its assets is bound, entitled or subject which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Cemex Group of any shares or other securities (or the equivalent) in Readymix or because of a change in the control or management of any member of the Readymix Group or otherwise, would or would reasonably be expected to result in, in any such case to an extent which is material in the context of the Wider Readymix Group taken as a whole:

 

(i)      any monies borrowed by, or any indebtedness or liability (actual or contingent) of, or any grant available to any member of, the Readymix Group becoming, or becoming capable of being declared, repayable immediately or prior to their or its stated maturity;

 

(ii)      the creation or enforcement of any mortgage, charge or other security interest wherever existing or having arisen over the whole or any material part of the business, property or assets of any member of the Readymix Group or any such mortgage, charge or other security interest becoming enforceable;

 

(iii)     the rights, liabilities, obligations, interests or business of any member of the Wider Readymix Group under any such arrangement, agreement, licence, permit, franchise, facility, lease or other instrument or the rights, liabilities, obligations or interests of any member of the Readymix Group thereunder, or the business of any such members with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated or materially adversely modified or any material adverse action being taken or any obligation or liability arising thereunder;

 

(iv)     any material assets or material interests of, or any material asset the use of which is enjoyed by, any member of the Readymix Group being or falling to be disposed of or charged, or ceasing to be available to any member of the Readymix Group or any right arising under which any such asset or interest would be required to be disposed of or charged or would cease to be available to any member of the Readymix Group otherwise than in the ordinary course of business;

 

(v)      any member of the Readymix Group ceasing to be able to carry on business in any jurisdiction in which it operates;

 

(vi)     the creation of any material liability or liabilities (actual or contingent) by any member of the Readymix Group; or

 

(vii)    the value of, or the financial or commercial position of any member of the Wider Readymix Group, being prejudiced or adversely affected,

 

         unless, if any such provision exists, such provision shall have been waived, modified or amended on terms reasonably satisfactory to Bidco;

 

(e)     save as Disclosed and/or save as publicly disclosed by Readymix by the making of an announcement to the Irish Stock Exchange at any time up to 22 February 2012 (being the date of this announcement), no member of the Readymix Group having after the date of this announcement:

 

(i)      issued or agreed to issue additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities save with the consent of Bidco and the Panel, except for issues to Readymix or wholly-owned subsidiaries of Readymix;

 

(ii)      recommended, declared, paid or announced its intention to recommend, declare, pay or make or issue any bonus issue, dividend or other distribution other than bonus issues, dividends or other distributions lawfully paid or made to another member of the Readymix Group;

 

(iii)     save for transactions between two or more members of the Readymix Group ('intra-Readymix Group transactions'), made or authorised or announced its intention to make or authorise any change in its loan capital (save in respect of loan capital which is not convertible into share capital and is not material (in value terms or otherwise) in the context of the Readymix Group taken as a whole);

 

(iv)     save for intra-Readymix Group transactions, implemented, authorised or announced its intention to propose any merger, demerger, reconstruction, amalgamation, scheme or (except in the ordinary and usual course of trading) acquisition or disposal of (or of any interest in) assets or shares (or the equivalent thereof) in any undertaking or undertakings (except in any such case where the consequences of any such merger, demerger, reconstruction, amalgamation, scheme, acquisition or disposal would not be material (in value terms or otherwise) in the context of the Readymix Group taken as a whole);

 

(v)      save in the ordinary course of business, entered into or materially improved, or made any offer (which remains open for acceptance) to enter into or materially improve, the terms of engagement with any non-executive director or the terms of the employment contract with any director of Readymix or any member of the Senior Management Team or permitted a variation in any other benefit relating to the employment or termination of employment of any employee of the Wider Readymix Group;

 

(vi)     issued any debentures or (save in the ordinary course of business and save for intra-Readymix Group transactions and except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Readymix Group, taken as a whole) incurred any material indebtedness;

 

(vii)    purchased, redeemed or repaid or announced any offer to purchase, redeem or repay any of its own shares or other securities (or the equivalent) or reduced or made any other change to any part of its share capital;

 

(viii)    merged with any body corporate, partnership or business, or (except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Readymix Group, taken as a whole) acquired or disposed of, transferred any material asset or mortgaged or encumbered any material assets or any material right, title or interest in any asset (including shares and trade investments) other than in the ordinary course of business;

 

(ix)     save in the ordinary course of business or where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole, entered into or varied in any material respect any material contract, transaction, arrangement or commitment or announced its intention to enter into or vary in any material respect any material contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or would be materially restrictive on the business of the Wider Readymix Group taken as a whole;

 

(x)     save where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole, been unable, or admitted in writing 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 to carry on all or a substantial part of any business;

 

(xi)     waived or compromised any claim otherwise than in the ordinary and usual course of business which is material in the context of the Wider Readymix Group as a whole;

        

(xii)    save where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole, made or agreed to any significant change to the terms of the trust deeds (including the termination or partial termination of the trusts) constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation;

 

(xiii)   save in respect of a voluntary solvent liquidation of a member of the Wider Readymix Group which was solvent and dormant at the relevant time, taken any corporate action or (except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole) had any legal proceedings instituted against it in respect of its winding-up, dissolution, examination or reorganisation or for the appointment of a receiver, examiner, administrator, administrative receiver, trustee or similar officer of all or any part of its assets or revenues, or (A) been the subject of any analogous proceedings in any jurisdiction, or (B) appointed any analogous person in any jurisdiction in which Readymix or any member of the Wider Readymix Group is incorporated or carries on business;

 

(xiv)   entered into any agreement, contract or binding commitment or passed any resolution or made any offer or announcement with respect to, or to effect any of the transactions, matters or events set out in this condition (without prejudice to the exceptions to each paragraph with regard to materiality and other matters); or

 

(xv)    except in the case of amendments to the memoranda or articles of association of subsidiaries which are not material, amended its memorandum and articles of association (save as contemplated by the Resolutions or as set out herein or agreed with Bidco);

 

(f)      save as Disclosed and/or save as publicly disclosed by Readymix by the making of an announcement to the Irish Stock Exchange at any time up to 22 February 2012 (being the date of this announcement):

 

(i)      there not having arisen since the date of this announcement any adverse change or adverse deterioration in the business, financial condition or results of operations of the Readymix Group taken as a whole (save to an extent which would not be material (in value terms or otherwise) in the context of the Wider Readymix Group taken as a whole);

 

(ii)      since the date of this announcement, no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Readymix Group or to which any member of the Wider Readymix Group is or would be expected to become a party (whether as plaintiff or defendant or otherwise) and no enquiry or investigation by any Third Party against or in respect of any member of the Wider Readymix Group having been threatened, announced or instituted or remaining outstanding which, in any such case, would be reasonably likely to adversely affect any member of the Wider Readymix Group to an extent which is material to the Wider Readymix Group taken as a whole;

 

(iii)     since the date of this announcement, no contingent or other liability having arisen or being likely to arise or having become apparent to Bidco which is or would be likely to adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Readymix Group to an extent which is material to the Wider Readymix Group taken as a whole; and

 

(iv)     since the date of this announcement, no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence, consent, permit or authorisation held by any member of the Readymix Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and likely to adversely affect the Wider Readymix Group taken as a whole;

 

(g)     save as Disclosed and/or save as publicly disclosed by Readymix by the making of an announcement to the Irish Stock Exchange at any time up to 22 February 2012 (being the date of this announcement), Bidco not having discovered that any financial, business or other information concerning the Readymix Group which is material (in value terms only) in the context of the Wider Readymix Group taken as a whole and which has been publicly disclosed is materially misleading or contains a material misrepresentation of fact (save where the consequences of which would not be material (in value terms only) in the context of the Wider Readymix Group taken as a whole); and

 

(h)     for the purposes of the conditions set out above:

 

(i)       "Clearances" means all consents, clearances, permissions and waivers that need to be obtained, all applications and filings that need to be made and all waiting periods that may need to have expired, from or under the laws or regulations applied by any Governmental Authority in connection with the implementation of the Acquisition or the Scheme and, in each case, that constitute conditions; and any reference to conditions having been "satisfied" shall be construed as meaning that the foregoing have been obtained, or where appropriate, made or expired in accordance with the relevant condition;

 

(ii)       "Disclosed" means fairly disclosed in writing by or on behalf of Readymix to any member of the Cemex Group or its employees, officers or advisers at any time up to 22 February 2012 (being the date of this announcement);    

 

(iii)     "Cemex Group" means Cemex España, S.A. and its holding companies, subsidiaries and subsidiary undertakings and any subsidiaries and subsidiary undertakings of such holding companies from time to time (including always Bidco but excluding each member of the Readymix Group) and member of the Cemex Group shall be construed accordingly;

 

(iv)     "Readymix Group" means Readymix and its subsidiaries and subsidiary undertakings from time to time and member of the Readymix Group shall be construed accordingly;

 

(v)      "Senior Management Team" means Roger González, Brian Kelly, Colin Webb, Helen Bennett, Isabel Abenante, John Mc Cambridge, Mark Guinan, Peter O'Shea and Clare Egan;

 

(vi)     "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the European Communities (Companies: Group Accounts) Regulations 1992;

 

(vii)    "substantial interest" means an interest in 20 per cent. or more of the voting equity capital of an undertaking;

 

(viii)    "Wider Cemex Group" means the Cemex Group, its associated undertakings and any entities in which any member of the Cemex Group holds a substantial interest (including always Bidco but excluding each member of the Readymix Group); and

 

(ix)     "Wider Readymix Group" means the Readymix Group, its associated undertakings and any entities in which any member of the Readymix Group holds a substantial interest (excluding each member of the Wider Cemex Group).

 

3.         Subject to the requirements of the Panel, Bidco reserves the right (but shall be under no obligation) to waive, in whole or in part, all or any of the conditions except for Condition 1.

 

4.         The Acquisition will lapse unless all of the conditions, as set out above have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Bidco to be or to remain satisfied on the Effective Date.

 

5.         Bidco reserves the right, with the consent of the Panel, to effect the Acquisition by way of an offer.



 

APPENDIX II

BASES OF CALCULATION AND SOURCES OF INFORMATION

 

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

 

(a)  the historical share price is sourced from the daily official list of the Irish Stock Exchange and represents the Closing Price for Readymix Shares on the relevant date;

 

(b)  the value of the whole of the existing issued share capital of Readymix is based upon the entire issued ordinary share capital at the date of this announcement, namely 109,645,169 Readymix Shares;

 

(c)  references to a percentage of Readymix Shares are based on the number of Readymix Shares in issue as set out at paragraph (b) of this Appendix II;

 

(d)  the premium calculation to the price per Readymix Share has been calculated by reference to the Closing Price of €0.22 per Readymix Share on 21 February 2012, being the last Business Day prior to the date of this announcement;

 

(e)  the premium calculation to the price per Readymix Share has been calculated by reference to the Closing Price of €0.03 per Readymix Share on 18 January 2012, being the last Business Day prior to the commencement of the Offer Period; and

 

(f)   the premium calculation to the price per Readymix Share has been calculated by reference to the average daily Closing Price of €0.10 per Readymix Share over the six months up to the commencement of the Offer Period.

 

 



 

 

APPENDIX III

DEFINITIONS

Acquisition

the proposed acquisition by Bidco of the entire issued and to be issued share capital of Readymix (other than any Readymix Shares already beneficially owned by the Cemex Group) by means of the Scheme as described in this document

 

Acquisition Price

the price of €0.25 in cash per Readymix Share to be offered by Bidco under the terms of the Acquisition

 

Bidco

Readymix Investments, a wholly owned indirect subsidiary of Cemex España, S.A., incorporated under the laws of Ireland with registered number 169137

 

Bidco Board

the board of directors of Bidco from time to time

 

Business Day

any day (other than a public holiday, Saturday or Sunday) on which clearing banks in Dublin are open for normal business

 

Capital Reduction

the proposed reduction of the capital of the Company under Sections 72 and 74 of the Companies Act 1963, which forms part of the Scheme

 

Cemex España, S.A. Board

the board of directors of Cemex España, S.A. from time to time

 

Cemex Group

Cemex España, S.A. and its holding companies, subsidiaries and subsidiary undertakings and any subsidiaries and subsidiary undertakings of such holding companies from time to time (including always Bidco but excluding each member of the Readymix Group) and "member of the Cemex Group" shall be construed accordingly

 

Closing Price

the last traded price of a Readymix Share derived from the Daily Official List

 

Conditions

the conditions to the Scheme set out in Appendix I

 

Consideration

for each Scheme Share, €0.25 in cash

 

Court

the High Court of Ireland

 

Court Meeting

the meeting or meetings of the Scheme Shareholders to be convened by Readymix pursuant to an order of the Court pursuant to Section 201 of the Companies Act 1963 for the purpose of considering and, if thought fit, approving the Scheme, with or without any modification (including any adjournment thereof)

 

Court Order

the orders of the Court sanctioning the Scheme under Section 201 of the Companies Act 1963 and confirming the Capital Reduction which forms part of it or, where the context may require, either of them

 

Daily Official List

the daily official list of the Irish Stock Exchange

 

Davy Corporate Finance

Davy Corporate Finance, an associate of J&E Davy, trading as Davy, of Davy House, 49 Dawson Street,  Dublin 2, Ireland

 

Effective Date

the date on which the Scheme becomes effective in accordance with its terms

 

EGM or Extraordinary General Meeting

the extraordinary general meeting of Readymix Shareholders to be convened by Readymix in connection with the Scheme, to consider and, if thought fit, to approve the Resolutions, expected to be held on the same day as the Court Meeting (including any adjournment thereof)

 

Euro or or EUR

the currency unit of participating member states of the European Union as defined in Recital (2) of Council Regulation 974/98/EC

 

Independent Committee

the independent committee of the Readymix Board convened for the purpose of considering the Acquisition, and consisting of Adrian Auer and Donal O'Connor

 

Ireland

the island of Ireland excluding Northern Ireland and the word "Irish" shall be construed accordingly

 

Irish Stock Exchange

 

The Irish Stock Exchange Limited

Meetings

the Court Meeting and the General Meeting and "Meeting" means either of them as the context requires

 

Northern Ireland

the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the island of Ireland

 

Offer Period

the period commencing on 19 January 2012 (the date of the announcement of an approach in respect of a possible offer for Readymix by Bidco) and ending on the earlier of the date on which the Scheme becomes effective or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide or the Takeover Rules dictate)

 

Panel

 

the Irish Takeover Panel

Pre-Cast Products

means Pre-Cast Products Limited, a limited company incorporated under the laws of Ireland under company number 96524

 

Readymix Holdings

means Readymix Holdings, an unlimited company incorporated under the laws of Ireland under company number 77998

 

Registrar of Companies

the Registrar of Companies in Ireland

 

Resolutions

the resolutions to be proposed at the EGM to approve or implement the Scheme, which will be set out in full in the Scheme Document

 

Restricted Jurisdiction

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information is sent or made available to Readymix Shareholders in that jurisdiction

 

Readymix  or the Company

 

Readymix PLC

Readymix Board

the board of directors of Readymix from time to time

 

Readymix Group

Readymix and its subsidiaries and subsidiary undertakings from time to time and "member of the Readymix Group" shall be construed accordingly

 

Readymix Shareholders

 

holders of Readymix Shares

Readymix Shares

 

ordinary shares of €0.12 each (nominal value) in the capital of Readymix

 

Scheme Document

the document to be posted to Readymix Shareholders containing, among other things, (i) the Scheme, (ii) notices of the Meetings, (iii) an explanatory statement as required by Section 202 of the Companies Act 1963 with respect to the Scheme, (iv) such other information as may be required or necessary pursuant to the Companies Act 1963 or the Takeover Rules and (v) such other information as Readymix and Bidco shall agree

 

Scheme or Scheme of

Arrangement

 

the scheme of arrangement proposed to be made under Section 201 of the Companies Act 1963, between Readymix and the Scheme Shareholders and the Capital Reduction with, or subject to, any modification, addition or condition approved or imposed by the Court and agreed to by Readymix and Bidco

 

Scheme Shareholders

the holders of Scheme Shares

 

Scheme Shares

(i)         the Readymix Shares in issue at the date of the             Scheme Document;

 

(ii)         any Readymix Shares issued after the date of             the Scheme Document and before the Voting             Record Time; and

 

(iii)       any Readymix Shares issued at or after the Voting Record Time and before 6.00 pm on the day before the Court hearing to sanction the Scheme, either on terms that the original or any subsequent holders of such shares shall be bound by the Scheme, or in respect of which             the original or any subsequent holders of such shares have agreed in writing to be bound by the Scheme,

 

in any case, other than any Readymix Shares held or beneficially owned by any member of the Cemex Group

 

Takeover Rules

the Irish Takeover Panel Act 1997, Takeover Rules 2007, as amended

 

Transaction Agreement

has the meaning ascribed to that term in paragraph 12 of this announcement

 

Voting Record Time

the time and date to be specified in the Scheme Document by reference to which entitlements to vote on the Scheme will be determined

 

All references to time in this document are to Dublin time.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

Any reference to "subsidiary undertaking", "associated undertaking" or "undertaking" has the meanings given by the European Communities (Companies: Group Accounts) Regulations 1992.

Any reference to "subsidiary" or "holding company" has the meaning given by Section 155 of the Companies Act 1963.

Any references to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to Irish legislation unless specified otherwise.

Words importing the singular shall include the plural and vice versa and words supporting the masculine shall include the feminine or neuter gender.

 

 

 

 

 

 

 

 

 

 

 

 

                                                                                                                


This information is provided by RNS
The company news service from the London Stock Exchange
 
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