Circular and Notice of General Meeting
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 THAT JURISDICTION.
THE COMPANY HAS PUBLISHED A CIRCULAR IN CONNECTION WITH THE TRANSACTION. ANY VOTING DECISIONS BY SHAREHOLDERS IN CONNECTION WITH THE TRANSACTION SHOULD BE MADE ON THE BASIS OF THE INFORMATION CONTAINED IN THE CIRCULAR.
Publication of Circular and Notice of General Meeting
Further to the announcement made on 5 October 2020, The Weir Group PLC ("Weir" or "the Company") has today published a Circular (the "Circular") in relation to the proposed all-cash sale of its entire Oil & Gas Division to Caterpillar Inc. (the "Transaction"), having received approval from the Financial Conduct Authority. The Circular will be sent to Weir's Shareholders (other than those who have elected for notification by electronic communication) shortly.
The Transaction is conditional, inter alia, on the approval of Weir's Shareholders. Accordingly, the Circular contains a Notice convening a General Meeting of the Company which is to be held electronically at 3.00 p.m. on 23 November 2020 (the "General Meeting") at which an ordinary resolution (the "Resolution") will be proposed for Weir's Shareholders to approve the Transaction (the "Notice of General Meeting").
The Board considers the Transaction (and the Resolution necessary to implement the Transaction) to be in the best interests of Weir and its Shareholders as a whole. Accordingly, the Board unanimously recommends that the Shareholders vote in favour of the Resolution to be proposed at the General Meeting.
The health and safety of our Shareholders and colleagues is always our utmost priority. In accordance with Government legislation and related restrictions in response to Covid-19, and to minimise public health risks, the General Meeting is therefore to be held as a closed meeting, electronically, and members and their proxies will not be able to attend the meeting in person. As such, members are strongly encouraged to appoint the Chairman of the General Meeting to act as their proxy as any other named person will not be permitted to attend the meeting. Further information on how to vote by proxy can be found in the Notice of General Meeting.
The Circular and the Notice of General Meeting have been submitted to the Financial Conduct Authority's National Storage Mechanism (the "NSM") and are available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Circular and the Notice of General Meeting will also be available for viewing on Weir's website at www.global.weir/investors/ .
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Enquiries: |
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Investors: Stephen Christie Media: Raymond Buchanan Citigate Dewe Rogerson: Chris Barrie / Kevin Smith |
+44 (0) 141 308 3707 +44 (0) 141 308 3781 +44 (0) 207 638 9571 Weir@citigatedewerogerson.com |
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UBS Investment Bank: Lead Financial Advisor, Joint Sponsor and Joint Corporate Broker David James, Jonathan Rowley, Sandip Dhillon
Goldman Sachs International: Joint Financial Advisor, Joint Sponsor and Joint Corporate Broker Karen Cook, Owain Evans, Bertie Whitehead |
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About The Weir Group PLC
Founded in 1871, The Weir Group PLC is a premium mining technology business whose purpose is to make customers' operations more sustainable and efficient. The Group is ideally positioned to benefit from structural trends that support long-term demand for its technology including the need for more essential metals to support demographic changes and the electrification of power and transport. Weir's highly engineered technology enables these critical resources to be produced using less energy, water and waste - reducing customers' total cost of ownership. The Group has c.13,000 employees in over 50 countries and has been listed on the London Stock Exchange since 1946.
Weir Oil & Gas is based in Fort Worth, Texas, and is a leading provider of pressure pumping and pressure control solutions to upstream markets.
UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS AG London Branch is acting exclusively as financial adviser to The Weir Group PLC and no one else in connection with the process. In connection with such matters, UBS AG London Branch will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, the contents of this announcement or any other matter referred to herein.
Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Goldman Sachs International is acting exclusively for Weir and no one else in connection with the Transaction and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Transaction and will not be responsible to anyone other than Weir for providing the protections afforded to Goldman Sachs International's clients nor for giving advice in relation to the Transaction or any other arrangement referred to in this announcement.
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