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Monday 29 April, 2013

Jarden Corporation

Cash Offer for Sprue Aegis plc

RNS Number : 4270D
Jarden Corporation
29 April 2013
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

29 April 2013

BRK Brands Europe Limited ("BRK")

Cash Offer for Sprue Aegis plc ("Sprue Aegis")

Summary

·              On 7 April 2010 Sprue Aegis entered into a standstill agreement with Jarden Corporation which restricted Jarden Corporation's ability to increase its interest in Sprue Aegis' share capital above 29.9 per cent. (the "Standstill Agreement"). The Standstill Agreement expired earlier in April 2013.

·              BRK, a wholly-owned subsidiary of Jarden Corporation, announces a cash offer to be made by BRK to acquire the entire issued and to be issued share capital of Sprue Aegis not already owned by Jarden Corporation Group (the "Offer"). The Offer will be conditional only upon the receipt of valid acceptances which, together with the Sprue Aegis Shares acquired or agreed to be acquired before or during the Offer, will result in BRK holding Sprue Aegis Shares carrying more than 50 per cent. of the voting rights in Sprue Aegis.

·              The Offer will comprise 90 pence in cash for each Sprue Aegis Share (the "Offer Price"), valuing the whole of Sprue Aegis' existing issued share capital at approximately £34.8 million.

·              The Offer represents a premium of:

·              37.0 per cent. to 65.68 pence, being the volume weighted average price per Sprue Aegis Share for the three months prior to the date of this announcement;

·              44.6 per cent. to 62.25 pence, being the closing mid-market price per Sprue Aegis Share on 11 April 2013 (the date of Jarden Corporation's indicative offer letter to the Sprue Aegis Board with an indicative offer value of 90 pence per Sprue Aegis Share); and

·              11.8 per cent. to 80.50 pence, being the closing mid-market price per Sprue Aegis Share on 26 April 2013 (the last Business Day prior to the date of this announcement).

·              BRK and Sprue Aegis held discussions prior to this announcement during which BRK sought a recommendation from the Board of Sprue Aegis for the Offer to Sprue Aegis Shareholders of 90 pence per Sprue Aegis Share. The Sprue Aegis Board has chosen not to recommend the Offer.  BRK continues to seek such recommendation.

·              Should the Offer not be successful, BRK would need to consider the viability of its ownership position and the Distribution Agreement when its initial term expires in 2015.

·              Sprue Aegis Shareholders who accept the Offer must recognise that there is no certainty that the Offer will be declared unconditional, in which case the Offer will lapse and a Sprue Aegis Shareholder accepting the Offer will not receive the cash consideration of 90 pence per Sprue Aegis Share.

·              If the Offer is withdrawn or lapses, BRK and Jarden Corporation cannot (except with the consent of the Panel) within 12 months from the date on which the Offer is withdrawn or lapses either announce an offer or possible offer for Sprue Aegis or acquire any interest in Sprue Aegis Shares if that would result in an obligation to make a mandatory cash offer.

·              Sprue Aegis Shareholders wishing to sell their Sprue Aegis Shares during the Offer Period should contact their stockbroker or financial adviser.

·              Jarden Corporation is a holding company listed on the New York Stock Exchange with a market capitalisation of approximately US$4.8 billion on 26 April 2013 (the last Business Day prior to the date of this announcement).  Jarden Corporation is a leading provider of a diverse range of consumer products with a portfolio of approximately 120 trusted, quality brands sold globally.  Jarden Corporation seeks to grow its business by continuing its tradition of product innovation, new product introductions and providing consumers with the experience and value they associate with Jarden Corporation's strong brand portfolio.

Commenting on the Offer, Martin E. Franklin, Executive Chairman of Jarden Corporation, said:

"We believe that the current structure constrains Sprue Aegis plc from reaching its maximum potential, and so we are pleased to announce the Offer which we believe provides Sprue Aegis Shareholders with a rare liquidity opportunity to sell their shares for cash at a significant premium to the recent and historical market price."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). The Offer will be subject to the Condition and further terms set out in Appendix 1 of the following announcement and the terms and Condition to be set out in the Offer Document and Form of Acceptance. Appendix 2 contains the sources and bases of certain information used in this summary and the following announcement.  Appendix 3 contains definitions of certain terms used in this summary and the following announcement. Sprue Aegis Shareholders should carefully read the Offer Document (together with, if they hold their Sprue Aegis Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Enquiries

Liberum Capital (financial adviser to BRK and Jarden Corporation)

Steve Pearce

+44 (0) 20 3100 2000

Tom Fyson

 

 

ICR, Inc. (public relations adviser to BRK and Jarden Corporation)

Allison Malkin

+1 203 682 8200

Anton Nicholas

 

Phil Denning

 

 

This announcement is not intended to and does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of Sprue Aegis Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Sprue Aegis Shareholders should carefully read the Offer Document (and, if they hold their Sprue Aegis Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Liberum Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for BRK and Jarden Corporation and no-one else in relation to the Offer and will not be responsible to anyone other than BRK or Jarden Corporation for providing the protections afforded to the clients of Liberum Capital or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein. Neither Liberum Capital, nor any of its subsidiaries, branches or 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 Liberum Capital in connection with the Offer.

The Offer shall be made solely by BRK and neither Liberum Capital nor any of its affiliates are making the Offer.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, BRK or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Sprue Aegis Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of ISDX to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Liberum Capital and its affiliates may engage in purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service and will be available on the ISDX website, www.isdx.com.

The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The availability of the Offer to Sprue Aegis Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by BRK or required by the Code, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas Sprue Aegis Shareholders will be contained in the Offer Document.

The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer (including the Offer Document and Form of Acceptance) are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.

This announcement has been prepared for the purpose of complying with English law 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 the UK.

Forward-looking statements

This announcement, including information included in this announcement, contains "forward-looking statements" concerning Jarden Corporation and BRK and Sprue Aegis that are subject to risks and uncertainties. Information in this announcement relating to Sprue Aegis has been compiled from published sources. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond BRK or Jarden Corporation's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither BRK nor Jarden Corporation can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither BRK nor Jarden Corporation undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Jarden Corporation Group, Sprue Aegis or the enlarged Jarden Corporation Group following completion of the Offer unless otherwise stated.

Disclosure requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Sprue Aegis or of any paper 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 paper 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) Sprue Aegis and (ii) any paper 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Sprue Aegis or of a paper 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 per cent. or more of any class of relevant securities of Sprue Aegis or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Sprue Aegis or of any paper 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) Sprue Aegis and (ii) any paper 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 p.m. (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 Sprue Aegis or a paper 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 Sprue Aegis and by any offeror and Dealing Disclosures must also be made by Sprue Aegis, 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 Sprue Aegis and any 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.

Publication on website

A copy of this announcement will be available, free of charge, at www.brkoffer.co.uk by no later than 12 noon on 30 April 2013.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

29 April 2013

BRK Brands Europe Limited ("BRK")

Cash Offer for Sprue Aegis plc ("Sprue Aegis")

 

1          Introduction

On 7 April 2010 Sprue Aegis entered into a standstill agreement with Jarden Corporation which restricted Jarden Corporation's ability to increase its interest in Sprue Aegis' share capital above 29.9 per cent. (the "Standstill Agreement"). The Standstill Agreement expired earlier in April 2013.

BRK announces the terms of a cash offer to be made by BRK for all of the issued and to be issued share capital of Sprue Aegis which is not already owned by Jarden Corporation Group.

At the date of this announcement BRK, a wholly-owned subsidiary of Jarden Corporation, is beneficially interested in 10,656,049 Sprue Aegis Shares, representing approximately 27.5 per cent. of Sprue Aegis' issued share capital.

The Offer will, when formally made, be conditional only on the receipt of valid acceptances in respect of Sprue Aegis Shares which, together with the Sprue Aegis Shares acquired or agreed to be acquired before or during the Offer, will result in BRK and persons acting in concert with it holding Sprue Aegis Shares carrying more than 50 per cent. of the voting rights in Sprue Aegis.

This announcement sets out the key terms of the Offer and explains the background to the Offer.

2          The Offer

The Offer, which will be subject to the terms to be set out in the Offer Document and the Form of Acceptance, will be made on the following basis:

for each Sprue Aegis Share                         90 pence in cash

The Offer values the whole of the existing issued share capital of Sprue Aegis at approximately £34.8 million.

The Offer Price represents a premium of:

·              37.0 per cent. to 65.68 pence, being the volume weighted average price per Sprue Aegis Share for the three months prior to the date of this announcement;

·              44.6 per cent. to 62.25 pence, being the closing mid-market price per Sprue Aegis Share on 11 April 2013 (the date of Jarden Corporation's indicative offer letter to the Sprue Aegis Board with an indicative offer value of 90 pence per Sprue Aegis Share); and

·              11.8 per cent. to 80.50 pence, being the closing mid-market price per Sprue Aegis Share on 26 April 2013 (the last Business Day prior to the date of this announcement).

The Sprue Aegis Shares will be acquired by BRK pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this announcement.

The Offer Document and (in the case of Sprue Aegis Shareholders who hold their Sprue Aegis Shares in certificated form) the Form of Acceptance containing the full terms and conditions of the Offer will be posted to Sprue Aegis Shareholders (other than Sprue Aegis Shareholders in a Restricted Jurisdiction) in due course.

The Offer will be conditional only upon the receipt of valid acceptances which, together with any Sprue Aegis Shares acquired or agreed to be acquired during or before the Offer, will result in BRK holding Sprue Aegis Shares carrying more than 50 per cent. of the voting rights in Sprue Aegis.

Sprue Aegis Shareholders who accept the Offer must recognise that there is no certainty that the Offer will be declared unconditional, in which case the Offer will lapse and a Sprue Aegis Shareholder accepting the Offer will not receive the cash consideration of 90 pence per Sprue Aegis Share.

If the Offer is withdrawn or lapses, BRK and Jarden Corporation cannot (except with the consent of the Panel) within 12 months from the date on which the Offer is withdrawn or lapses either announce an offer or possible offer for Sprue Aegis or acquire any interest in Sprue Aegis Shares if that would result in an obligation to make a mandatory cash offer.

Sprue Aegis Shareholders wishing to sell their Sprue Aegis Shares during the Offer Period should contact their stockbroker or financial adviser.

3          Background to and reasons for the Offer

In April 2010, BRK entered into an exclusive distribution agreement (the "Distribution Agreement") with Sprue Aegis in which Sprue Aegis agreed, amongst other things, to distribute BRK's range of fire, smoke and related safety products and safes, in Europe.  In April / May 2010, BRK acquired an aggregate of 10,656,049 Sprue Aegis Shares representing approximately 27.5 per cent. of the current issued share capital.

Although Sprue Aegis' operating performance over the last three years has been solid in difficult trading conditions, BRK believes there is scope for enhanced operating performance, but this potential is unlikely to be fully realised within the Distribution Agreement structure and in a small-cap public company environment where the delivery of short term results can limit the potential to generate long term value. Whilst BRK does not anticipate any operational synergy benefit from acquiring the Sprue Aegis Shares not already owned by Jarden Corporation Group, it does believe that a strategy pursued within a much larger corporation, such as Jarden Corporation, will be beneficial to the operating performance of Sprue Aegis in the long term. For that reason BRK wishes to acquire the entire issued and to be issued share capital of Sprue Aegis.  Jarden Corporation has been unable to pursue such a transaction having entered into the Standstill Agreement on 7 April 2010 with Sprue Aegis, which limited Jarden Corporation's ownership of Sprue Aegis Shares to 29.9 per cent. The Standstill Agreement expired earlier in April 2013.

BRK and Sprue Aegis held discussions prior to this announcement during which BRK sought a recommendation from the Board of Sprue Aegis for the Offer to Sprue Aegis Shareholders of 90 pence per Sprue Aegis Share. The Board of Sprue Aegis has chosen not to recommend the Offer.  BRK continues to seek such recommendation.

BRK believes that the Offer provides Sprue Aegis Shareholders with an attractive liquidity opportunity to exit their investment at a premium to the current and historical market price. While the price of Sprue Aegis Shares has increased since BRK made its initial investment in 2010, the trading volume of Sprue Aegis Shares has remained extremely low with the average daily volume traded over the three months to 26 April 2013 being just 18,763 Sprue Aegis Shares, less than 0.05 per cent. of Sprue Aegis' current issued share capital. There can be no certainty that Sprue Aegis Shareholders could realise the value of their investments even at the current market price quoted on the ISDX Growth Market, given the illiquidity of Sprue Aegis Shares.

Sprue Aegis Shareholders who accept the Offer must recognise that there is no certainty that the Offer will be declared unconditional, in which case the Offer will lapse and a Sprue Aegis Shareholder accepting the Offer will not receive the cash consideration of 90 pence per Sprue Aegis Share.

If the Offer is withdrawn or lapses, BRK and Jarden Corporation cannot (except with the consent of the Panel) within 12 months from the date on which the Offer is withdrawn or lapses either announce an offer or possible offer for Sprue Aegis or acquire any interest in Sprue Aegis Shares if that would result in an obligation to make a mandatory cash offer.

Sprue Aegis Shareholders who wish to sell their Sprue Aegis Shares via on or off market transactions during the Offer Period should contact their stockbroker or financial adviser.

Should the Offer not be successful, BRK would need to consider the viability of its ownership position and the Distribution Agreement when its initial term expires in 2015.

4          Information on Sprue Aegis

Sprue Aegis is a public limited company registered in England and Wales. The Sprue Aegis Shares are traded on the ISDX Growth Market.

Sprue Aegis is a provider of home safety products, including smoke and carbon monoxide alarms and other safety related products, sold throughout Europe under the FireAngel, First Alert, BRK, Pace Sensors, AngelEye and Dicon brands. In the year ended 31 December 2012, Sprue Aegis had turnover of £37.2 million and made a pre-tax profit of £3.2 million.

5          Information on BRK and Jarden Corporation

BRK, a wholly-owned subsidiary of Jarden Corporation, was incorporated in England and Wales as a private limited company on 23 May 1978. Its principal business activity is its contractual relationship with and its holding in Sprue Aegis.

Jarden Corporation is a holding company listed on the New York Stock Exchange with a market capitalisation of approximately US$4.8 billion on 26 April 2013 (being the last Business Day prior to the announcement). Jarden Corporation is a leading provider of a diverse range of consumer products with a portfolio of approximately 120 trusted, quality brands sold globally.  Jarden Corporation seeks to grow its business by continuing its tradition of product innovation, new product introductions and providing consumers with the experience and value they associate with Jarden Corporation's strong brand portfolio.

Jarden Corporation operates in three primary business segments through a number of well recognized brands, including: Outdoor Solutions: Abu Garcia®, Aero®, Berkley®, Campingaz® and Coleman®, ExOfficio®, Fenwick®, Gulp!®, Invicta®, K2®, Marker®, Marmot®, Mitchell®, Penn®, Rawlings®, Shakespeare®, Stearns®, Stren®, Trilene®, Völkl® and Zoot®; Consumer Solutions: Bionaire®, Breville®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®; and Branded Consumables: Ball®, Bee®, Bernardin®, Bicycle®, Billy Boy®, Crawford®, Diamond®, Dicon®, Fiona®, First Alert®, First Essentials®, Hoyle®, Kerr®, Lehigh®, Lifoam®, Lillo®, Loew Cornell®, Mapa®, NUK®, Pine Mountain®, Quickie®, Spontex® and Tigex®.

Headquartered in Rye, New York, Jarden Corporation ranks #371 on the Fortune 500 and has over 25,000 employees worldwide.

6          Financing of the Offer

The cash consideration payable under the Offer will be financed from the existing cash reserves of BRK.

Liberum Capital, financial adviser to BRK and Jarden Corporation, is satisfied that sufficient resources are available to BRK to satisfy in full the cash consideration payable to Sprue Aegis Shareholders under the terms of the Offer.

7          Disclosure of interests in Sprue Aegis and confirmation of Opening Position Disclosure

At the date of this announcement BRK is beneficially interested in 10,656,049 Sprue Aegis Shares, representing approximately 27.5 per cent. of Sprue Aegis' issued share capital.

Save for the interests disclosed above, neither BRK, Jarden Corporation, BRK's directors, Jarden Corporation's directors nor, so far as BRK or Jarden Corporation is aware, any party acting in concert with BRK or Jarden Corporation for the purposes of the Offer:

(i)         has any interest in or right to subscribe for any relevant securities of Sprue Aegis; or

(ii)         has any short position in respect of relevant securities of Sprue Aegis (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery; or

(iii)        has borrowed or lent any relevant securities of Sprue Aegis.

Neither BRK, Jarden Corporation, any of BRK's directors, any of Jarden Corporation's directors nor, so far as BRK or Jarden Corporation is aware, any person acting in concert with BRK or Jarden Corporation for the purposes of the Offer has procured any irrevocable undertaking or letter of intent in respect of any relevant securities of Sprue Aegis. There are no arrangements of the kind referred to in Note 2 on the definition of acting in concert in the Code which exist between BRK, Jarden Corporation, any of BRK's directors, any of Jarden Corporation's directors (or, so far as BRK or Jarden Corporation is aware, any person acting in concert with BRK or Jarden Corporation for the purposes of the Offer) and any other person in relation to any relevant securities of Sprue Aegis.

BRK confirms that it is on the date of this announcement, making an Opening Position Disclosure (as defined in the Code), which discloses the details required to be disclosed by it under Rule 8.1(a) of the Code. In the time available, it has not been practicable to make enquiries of all persons who may be deemed to be acting in concert with BRK or Jarden Corporation in order to include any relevant details in respect of such persons in the Opening Position Disclosure and accordingly a further Opening Position Disclosure containing all relevant details will, if appropriate, be made as soon as possible hereafter.

8          Overseas Sprue Aegis Shareholders

The availability of the Offer or the distribution of this announcement to Sprue Aegis Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions in which they are located. Sprue Aegis Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities.

Sprue Aegis Shareholders are advised to read carefully the Offer Document (together with, if they hold their Sprue Aegis Shares in certificated form, the Form of Acceptance) once it has been despatched, which will contain further details in relation to overseas Sprue Aegis Shareholders.

9          Sprue Aegis Share Schemes

The Offer will extend to any Sprue Aegis Shares issued or unconditionally allotted or issued fully paid (or credited as fully paid) after the date of this announcement and before the date the Offer closes (or such earlier date as BRK may, subject to the Code and in accordance with the Condition and further terms of the Offer, decide), including those Sprue Aegis Shares allotted or issued as a result of the exercise or vesting of options or awards under the Sprue Aegis Share Schemes.

If the Offer becomes unconditional, BRK intends to make appropriate proposals to the holders of awards under the Sprue Aegis Share Schemes to the extent that such awards have not vested and/or been exercised.

10         General

The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Panel, ISDX and the Financial Conduct Authority.

The Offer Document and (in the case of Sprue Aegis Shares held in certificated form) the Form of Acceptance will be posted to Sprue Aegis Shareholders (other than Sprue Aegis Shareholders in any Restricted Jurisdiction) as soon as practicable and in any event within 28 days of this announcement, except with the consent of the Panel.

Sprue Aegis Shareholders are advised to read carefully the Offer Document (together with, if they hold their Sprue Aegis Shares in certificated form, the Form of Acceptance) once it has been despatched.

Your attention is drawn to the further information contained in the Appendices to this announcement which form part of, and should be read in conjunction with, this announcement.

The Offer will be subject to the Condition and certain further terms set out in Appendix 1. Appendix 2 contains the sources and bases of information used in the announcement. Appendix 3 contains definitions of certain terms used in this announcement.

Enquiries

Liberum Capital (financial adviser to BRK and Jarden Corporation)

Steve Pearce

+44 (0) 20 3100 2000

Tom Fyson

 

 

ICR, Inc. (public relations adviser to BRK and Jarden Corporation)

Allison Malkin

+1 203 682 8200

Anton Nicholas

 

Phil Denning

 

 

This announcement is not intended to and does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of Sprue Aegis Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Sprue Aegis Shareholders should carefully read the Offer Document (and, if they hold their Sprue Aegis Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Liberum Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for BRK and Jarden Corporation and no-one else in relation to the Offer and will not be responsible to anyone other than BRK or Jarden Corporation for providing the protections afforded to the clients of Liberum Capital or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein. Neither Liberum Capital, nor any of its subsidiaries, branches or 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 Liberum Capital in connection with the Offer.

The Offer shall be made solely by BRK and neither Liberum Capital nor any of its affiliates are making the Offer.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, BRK or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Sprue Aegis Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of ISDX to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Liberum Capital and its affiliates may engage in purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service and will be available on the ISDX website, www.isdx.com.

The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The availability of the Offer to Sprue Aegis Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by BRK or required by the Code, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas Sprue Aegis Shareholders will be contained in the Offer Document.

The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer (including the Offer Document and Form of Acceptance) are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.

This announcement has been prepared for the purpose of complying with English law 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 the UK.

Forward-looking statements

This announcement, including information included in this announcement, contains "forward-looking statements" concerning Jarden Corporation and BRK and Sprue Aegis that are subject to risks and uncertainties. Information in this announcement relating to Sprue Aegis has been compiled from published sources. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Jarden Corporation Group's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither BRK nor Jarden Corporation can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither BRK nor Jarden Corporation undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Jarden Corporation Group, Sprue Aegis or the enlarged Jarden Corporation Group following completion of the Offer unless otherwise stated.

Disclosure requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Sprue Aegis or of any paper 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 paper 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) Sprue Aegis and (ii) any paper 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Sprue Aegis or of a paper 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 per cent. or more of any class of relevant securities of Sprue Aegis or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Sprue Aegis or of any paper 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) Sprue Aegis and (ii) any paper 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 p.m. (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 Sprue Aegis or a paper 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 Sprue Aegis and by any offeror and Dealing Disclosures must also be made by Sprue Aegis, 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 Sprue Aegis and any 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.

Publication on website

A copy of this announcement will be available, free of charge, at www.brkoffer.co.uk by no later than 12 noon on 30 April 2013.


 

The Condition and Certain Further Terms of The Offer

1          The condition of the Offer

The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as BRK may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of such number of Sprue Aegis Shares which, together with the Sprue Aegis Shares acquired or agreed to be acquired by BRK or parties acting in concert with BRK before or during the Offer Period (whether pursuant to the Offer or otherwise), will result in BRK and any person acting in concert with it holding Sprue Aegis Shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Sprue Aegis. For the purpose of this condition, Sprue Aegis Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights which they will carry on issue.

2          Certain further terms of the Offer

The Offer will extend to all Sprue Aegis Shares other than those already owned by BRK.

Sprue Aegis Shares will be acquired by BRK pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this announcement.

The Offer will lapse if it is referred to the Competition Commission before 1.00 p.m. (London time) on the first closing date of the Offer or the date when the Offer becomes or is declared unconditional, whichever is the later.

If the Offer lapses it will cease to be capable of further acceptance and Sprue Aegis Shareholders who have accepted the Offer and BRK will then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

In deciding whether or not to accept the Offer in respect of their Sprue Aegis Shares, Sprue Aegis Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their Sprue Aegis Shares in certificated form) the Form of Acceptance which will be posted to Sprue Aegis Shareholders in due course (other than to any Sprue Aegis Shareholders with addresses in any Restricted Jurisdiction).

The Offer will be made on the terms and will be subject to the Condition and terms which are set out in this Appendix 1, those terms which will be set out in the formal Offer Document and Form of Acceptance and such further terms as may be required to comply with the Code and applicable law.

The Offer will comply with the applicable rules and regulations of the Panel, ISDX and the Financial Conduct Authority. The Offer and any acceptances thereunder will be governed by English law and will be subject to the jurisdiction of the English Courts.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within, any Restricted Jurisdiction.

This announcement does not constitute an offer or invitation to purchase Sprue Aegis Shares or any other securities.

 


 

Bases and Sources of Information

Information about Sprue Aegis has been compiled from published sources.

Unless otherwise stated:

(a)        financial information relating to Sprue Aegis has been extracted or derived without material adjustment from the audited final results of the Sprue Aegis Group for the financial year ended 31 December 2012;

(b)        references to the value of the Offer are based on there being 38,685,373 Sprue Aegis Shares in issue (source: Regulatory Information Service announcement made by Sprue Aegis on 26 April 2013);

(c)        the market capitalisation of Jarden Corporation is based on 107,512,669 shares in issue as at 5 April 2013 and a share price of US$45.03  per ordinary share.  The price quoted for Jarden Corporation has been derived from the New York Stock Exchange website and represents the closing price as at 26 April 2013; and

(d)        all prices quoted for Sprue Aegis Shares have been derived from ISDX and represent closing mid-market prices for Sprue Aegis Shares on the relevant dates.

 


 

Definitions

The following definitions apply throughout this announcement:

"Business Day"

a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are normally open for business in the City of London;

"Code"

the City Code on Takeovers and Mergers;

"Form of Acceptance"

the form of acceptance and authority relating to the Offer which will, in the case of Sprue Aegis Shareholders who hold their Sprue Aegis Shares in certificated form (other than Sprue Aegis Shareholders in a Restricted Jurisdiction), accompany the Offer Document;

"ISDX"

ICAP Securities & Derivatives Exchange Limited, a company incorporated in England with registered company number 4309969 whose registered office is located at 2 Broadgate, London, EC2M 7UR;

"ISDX Growth Market"

the ISDX primary market segment operated by ISDX for dealings in unlisted securities admitted to trading in accordance with the Rules;

"Jarden Corporation"

Jarden Corporation, the ultimate parent company of BRK;

"Jarden Corporation Group"

Jarden Corporation and its subsidiary undertakings and, where the context permits, each of them;

"Liberum Capital"

Liberum Capital Limited, financial adviser to BRK and Jarden Corporation;

"Offer"

the cash offer to be made by BRK to acquire the entire issued and to be issued share capital of Sprue Aegis not already owned by Jarden Corporation Group on the terms and subject to the Condition to be set out in the Offer Document and, in the case of Sprue Aegis Shares held in certificated form, the Form of Acceptance;

"Offer Document"

the formal offer document to be sent to Sprue Aegis Shareholders (other than Sprue Aegis Shareholders in a Restricted Jurisdiction) which will contain the full terms and Condition of the Offer;

"Offer Period"

the offer period (as defined in the Code) relating to Sprue Aegis, which commenced on 29 April 2013 and which continues until the first closing date of the Offer or, if later, the date on which the Offer becomes unconditional;

"Panel"

the Panel on Takeovers and Mergers;

"Pounds Sterling" or "£"

pounds sterling, the lawful currency of the UK (and references to "pence" and "p" shall be construed accordingly);

"Regulatory Information Service"

any of the services set out in Appendix 3 to the Listing Rules being the rules and regulations made by the Financial Conduct Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000;

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for BRK, Jarden Corporation or Sprue Aegis if information or documentation concerning the Offer is sent or made available to Sprue Aegis Shareholders in that jurisdiction;

"Sprue Aegis" or the "Company"

 

Sprue Aegis plc, a public company incorporated in England and Wales with registered number 03991653;

 

"Sprue Aegis Directors" or "Board of Sprue Aegis" or "Sprue Aegis Board"

 

the board of directors of Sprue Aegis;

 

"Sprue Aegis Shares"

the ordinary shares of 2 pence each in the capital of Sprue Aegis;

 

"Sprue Aegis Shareholders"

 

holders of Sprue Aegis Shares from time to time;

 

"Sprue Aegis Share Schemes"

 

the share option and incentive schemes of Sprue Aegis under which options and awards over ordinary shares of 2 pence each in the capital of Sprue Aegis are outstanding;

 

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof; and

 

"United States dollars" or "US$"

United States dollars, the lawful currency of the United States (and references to "cents" or "¢" shall be construed accordingly).

 

 


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