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Fenner PLC (FENR)

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Friday 01 June, 2018

Fenner PLC

Cancellation of Listing and Trading

RNS Number : 9136P
Fenner PLC
01 June 2018


FOR IMMEDIATE RELEASE                                                                                             

1 June 2018


Cancellation of Listing and Trading of Fenner Shares

Further to the announcement made by Fenner PLC ("Fenner") and Compagnie Générale des Établissements Michelin SCA ("Michelin") on 31 May 2018 that the Scheme has become effective, Fenner announces that, following an application by Fenner, the UK Listing Authority has agreed to cancel the listing of Fenner Shares on the premium segment of the Official List and the London Stock Exchange has agreed to cancel the trading of Fenner Shares on the main market for listed securities maintained by the London Stock Exchange. In each case, the cancellation will take effect from 8:00 a.m. (London time) today, 1 June 2018.

Capitalised terms used but not otherwise defined in this announcement (the "Announcement") have the meanings given to them in the scheme document published on 12 April 2018 in relation to the recommended cash acquisition by Michelin of the entire issued and to be issued share capital of Fenner being effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme Document").

For more information please contact:

Rothschild (Fenner's Financial Adviser)                            Tel: +44 (0)20 7280 1400

Ravi Gupta

Stephen Griffiths

Important Notices relating to Financial Advisers

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as exclusive financial adviser to Fenner and no one else in connection with the subject matter of this announcement. In connection with the subject matter of this announcement, Rothschild, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to therein.

Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Michelin and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Michelin for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Morgan Stanley, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Morgan Stanley in connection with the contents of this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Scheme or otherwise. The Acquisition is being implemented solely pursuant to the terms of the Scheme Document which contains the full terms and conditions of the Scheme. This announcement does not constitute a prospectus or prospectus equivalent document.

Forward-looking statements

This announcement contains statements about Michelin and Fenner which are, or may be deemed to be, "forward-looking statements" and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "anticipates", "believes", "targets", "aims", "projects", "future-proofing" or words or terms of similar substance or the negative of such words or terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Michelin's or Fenner's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Michelin's or Fenner's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the Michelin Group or the Fenner Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the Fenner Group, refer to the annual report and accounts of the Fenner Group for the financial year ended 31 August 2017. Each of the Michelin Group and the Fenner Group, and each of their respective members, directors, officers, employees, advisers and persons acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except as required by applicable law.

No member of the Michelin Group, nor the Fenner Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Except as expressly provided in this announcement, no forward-looking or other statements have been reviewed by the auditors of the Michelin Group or the Fenner Group. All subsequent oral or written forward-looking statements attributable to any member of the Michelin Group or Fenner Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Publication on website

A copy of this announcement will be published and made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Fenner's website at and Michelin's website at following its release. For the avoidance of doubt, the contents of those websites are not incorporated by reference into, and do not form part of, this announcement.

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement, free of charge. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be sent by the party which publishes it in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website publication, a hard copy of this Announcement will not be sent unless so requested, by contacting Link on 0871 664 0300 (from within the UK) or +44 (0) 371 664 0300 (from outside the UK).

Overseas jurisdictions

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Fenner Shares with respect to the Scheme at the Court Meeting or the General Meeting, or to execute and deliver forms of proxy appointing another person to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.

Unless otherwise determined by Michelin or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Further details in relation to Fenner Shareholders in overseas jurisdictions are contained in the Scheme Document.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit

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