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Fiberweb Plc (FWEB)

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Tuesday 20 August, 2013

Fiberweb Plc

Statement re Possible Offer

RNS Number : 0422M
Fiberweb Plc
20 August 2013
 



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 of such jurisdiction

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that anY offer will be made

20 August 2013

 

Announcement by Fiberweb PLC ("Fiberweb" or the "Company")

 

The Board of Fiberweb announces that, following ongoing discussions and negotiations in July, it received a revised proposal from Polymer Group, Inc. ("PGI") to acquire the entire issued and to be issued share capital of Fiberweb for 97.5 pence per share in cash (the "Price"). In addition to the cash consideration, Fiberweb shareholders would also receive the 2013 interim dividend of 1.2 pence per share announced on 2 August 2013 and payable on 1 November 2013 to shareholders of Fiberweb on the register at close of business on 27 September 2013.

 

On 5 August 2013, Fiberweb agreed to provide PGI with access to further due diligence information to facilitate the making of a formal offer for Fiberweb at the Price. Fiberweb has separately confirmed to PGI that it would be its intention to recommend an offer from PGI were the offer to be made at the Price.

 

It should be noted that any offer by PGI is subject to satisfactory completion of due diligence. PGI reserves the right to waive this pre-condition, but there can be no certainty that any offer for Fiberweb will be made even if this pre-condition is satisfied or waived.

 

This announcement is being made with the consent of PGI.

 

In accordance with Rule 2.6(a) of the Code, PGI is required, by not later than 5.00 p.m. on 17 September 2013, to either announce a firm intention to make an offer for Fiberweb in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended further with the consent of the Panel, at the Company's request, in accordance with Rule 2.6(c) of the Code.

 

In accordance with Rule 2.10 of the Code, the Company confirms that, at the close of business on 19 August 2013, the Company's issued share capital consisted of 173,583,551 ordinary shares of 5 pence each. The ISIN of these ordinary shares is GB00B1FMH067.

 

A further announcement will be made in due course.

 

A copy of this announcement will be available at www.fiberweb.com. The contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.

 

Fiberweb

+44 (0) 208 090 6240

Daniel Dayan


Kate Miles




Lazard - Financial Adviser

+44 (0) 207 187 2000

Richard Shaw


Aamir Khan




Weber Shandwick Financial - PR Adviser

+44 (0) 207 067 0700

Nick Oborne


Stephanie Badjonat




Numis Securities - Joint Broker

+44 (0) 207 260 1000

Mark Lander




Peel Hunt LLP - Joint Broker

+44 (0) 207 418 8900

Justin Jones


Mike Bell


 

 

 

Important Notice

 

This announcement is for information purposes only, and is not intended to and does not constitute, or form part of, an offer, 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.

 

Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Fiberweb and no one else in connection with the matters described in this announcement, and will not be responsible for anyone other than Fiberweb for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the matters referred to in this announcement. Neither Lazard & Co., Limited 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 Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

 



 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested (directly or indirectly) in 1% or more of any class of relevant securities of any party to the offer (other than a cash offeror) must make an Opening Position Disclosure after the commencement of the offer period and, if later, after the announcement that first identifies any offeror (other than a cash offeror).  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 any party to the offer (other than a cash offeror). 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 day falling 10 business days after the commencement of the offer period or the announcement that first identifies an offeror (as the case may be). Relevant persons who deal in the relevant securities of any party to the offer (other than a cash 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 as a result of any dealing becomes) interested (directly or indirectly) in 1% or more of any class of relevant securities of any party to the offer (other than a cash offeror) must make a Dealing Disclosure if the person deals in any relevant securities of any party to the offer (other than a cash offeror) during an offer period. 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 any party to the offer (other than a cash offeror), 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.

 

Where two or more persons act pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities, they will normally 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).

 

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.

 

 


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