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Fenner PLC (FENR)

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Thursday 12 April, 2018

Fenner PLC

Publication of Scheme Document

RNS Number : 7438K
Fenner PLC
12 April 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE                                                                                                    12 April 2018

 

Recommended cash offer

for

Fenner PLC

by

Compagnie Générale des Établissements Michelin SCA

to be implemented by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Publication of Scheme Document

On 19 March 2018, the boards of Compagnie Générale des Établissements Michelin SCA ("Michelin") and Fenner PLC ("Fenner") announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which the entire issued and to be issued ordinary share capital of Fenner will be acquired by Michelin (the "Acquisition"), to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Fenner and Michelin are pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document"), together with the associated Forms of Proxy for the Court Meeting and General Meeting to be held in connection with the Scheme, is being published and sent today to Fenner Shareholders and, for information only, to persons with information rights and to holders of awards under the Fenner Share Scheme.

The Scheme Document and associated Forms of Proxy will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the Fenner website at www.fenner.com for the period up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this announcement.

The Scheme Document contains, amongst other items, a letter from the Chairman of Fenner, a statutory explanatory statement, an expected timetable of principal events, and details of the actions to be taken by holders of Fenner Shareholders.

The Fenner Directors, who have been so advised by Rothschild as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. Rothschild is providing independent financial advice to the Fenner Directors for the purposes of Rule 3 of the Code. In providing its financial advice to the Fenner Directors, Rothschild has taken into account the commercial assessments of the Fenner Directors.

Accordingly, the Fenner Directors recommend unanimously that Fenner Shareholders vote in favour of the Scheme at the Court Meeting and the resolution relating to the Acquisition at the General Meeting, as each of the Fenner Directors have irrevocably undertaken to do in respect of their own beneficial holdings of Fenner Shares and in respect of Fenner Shares held by persons connected with them.

Notices of the Court Meeting and General Meeting

To become effective, the Scheme requires, amongst other things, that the requisite majority of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majority of Fenner Shareholders vote in favour of the Special Resolution at the General Meeting, as described in the Scheme Document. The Scheme is also subject to the satisfaction or waiver of the Conditions set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting for 11.00 a.m. and 11.15 a.m.  respectively on 16 May 2018 (or, in respect of the General Meeting, as soon thereafter as the Court Meeting has concluded or been adjourned) at Pinsent Masons LLP, 1 Park Row, Leeds LS1 5AB, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Fenner Shareholders. Fenner Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy (once received), or deliver their voting instructions by one of the other methods described in the Scheme Document, as soon as possible.

Timetable

The current expected timetable of principal events for the implementation of the Scheme is set out in the Scheme Document and attached as an appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

Subject to the approval of the Scheme Shareholders, the sanction of the Court and the satisfaction or waiver of the Conditions, it is currently expected that the Scheme will become effective on 31 May 2018.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

For more information please contact:

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

Ravi Gupta

Stephen Griffiths

Morgan Stanley (Michelin's Financial Adviser)                 Tel: +44 (0)20 7425 8000

Mark Rawlinson

Laurence Hopkins

Dominic Desbiens

Ben Grindley (Corporate Broking)

Disclosure requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 under the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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 will be implemented solely pursuant to the terms of the Scheme Document (unless Michelin elects, with the consent of the Panel, to implement the Acquisition by way of Takeover Offer) which will contain the full terms and conditions of the Scheme, including details of how to vote in respect of the Scheme. Any decision in respect of, or other response to, the Scheme should be made only on the basis of the information contained in the Scheme Document. Fenner Shareholders are advised to read the Scheme Document carefully.

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

In accordance with Rule 26.1 of the Code, 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 www.fenner.com and Michelin's website at www.michelin.com by no later than 12 noon on the Business Day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference into, and do not form part of, this announcement.

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.

 

APPENDIX

Expected timetable of principal events

The following indicative timetable sets out expected dates for the implementation of the Scheme.

Event

Time and/or date

Latest time for lodging Forms of Proxy for the:

 

Court Meeting (blue form)

11.00 a.m. on 14 May 2018 (1)

General Meeting (yellow form)

11.15 a.m. on 14 May 2018 (2)

Voting Record Time for the Court Meeting and the General Meeting

6.00 p.m. on 14 May 2018 (3)

Court Meeting

11.00 a.m. on 16 May 2018

General Meeting

11.15 a.m. on 16 May 2018 (4)

 

The following dates are indicative only and are subject to change(5)

 

Court Hearing

25 May 2018

Last day of dealings in, or for registration of transfers of, Fenner Shares

29 May 2018

Dealings in Fenner Shares suspended

5.00 p.m. on 29 May 2018

Scheme Record Time

6.00 p.m on 29 May 2018

Effective Date of the Scheme

31 May 2018 (D)

Delisting of Fenner Shares

By 7.00 a.m. on D+1

Despatch of cheques and crediting of CREST for Cash Consideration due under the Scheme

By D+14

Long Stop Date

14 September 2018(6)

     

 

Notes:

(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours before the time appointed for the Court Meeting, excluding any part of a day that is not a business day. Blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting or Link on behalf of the Chairman of the Court Meeting before the start of the Court Meeting.

(2) Yellow Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the General Meeting, excluding any part of a day that is not a business day. Yellow Forms of Proxy for the General Meeting not lodged by this time will be invalid.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days before the date of the adjourned meeting, excluding any part of a day that is not a business day.

(4) Or as soon as the Court Meeting shall have concluded or been adjourned.

(5) These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.

(6) This is the latest date by which the Scheme may become effective unless Michelin and Fenner agree (and the Panel and, if required, the Court permit) a later date.

 

The Interim Dividend will be declared on or around 25 April 2018 and will be paid by Fenner to Fenner Shareholders (by reference to a record date to be announced at the time of that declaration) ahead of the Effective Date. The relevant announcement of this information will be made through a Regulatory Information Service with such announcement being made available on Fenner's website at www.fenner.com.

All references in this announcement to times are to London time unless otherwise stated. The dates and times given are indicative only and are based on Fenner's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Fenner Shareholders by announcement through a Regulatory Information Service.


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