LTC Latchways

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RNS Number : 8292B

Latchways PLC

09 October 2015

Latchways plc

9 October 2015

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

FOR IMMEDIATE RELEASE

9 October 2015

Recommended Cash Acquisition

of

Latchways plc ("Latchways")

by

MSA UK Holdings Limited ("Bidco")

(an indirect wholly-owned subsidiary of MSA Safety Incorporated ("MSA"))

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Results of Shareholder Meetings held on 9 October 2015

The Latchways Board is pleased to announce that, at the Court Meeting and the General Meeting held earlier today, in connection with the recommended cash acquisition by Bidco (an indirect wholly-owned subsidiary of MSA) for the entire issued and to be issued ordinary share capital of the Company to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), Latchways Shareholders voted to:

- approve the Scheme by the necessary majority at the Court Meeting; and

- pass the Special Resolution to implement the Scheme at the General Meeting.

Details of these resolutions are set out in the notices of the Court Meeting and General Meeting, respectively, contained in the scheme document dated 16 September 2015 sent or made available to Latchways Shareholders (the "Scheme Document").

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.

Voting results of the Court Meeting

The results of the poll at the Court Meeting held on 9 October 2015 were as follows:

 
 Results of        Number of Scheme   Percentage      Number of              Percentage      Number of Scheme 
  Court Meeting     Shares voted       of Scheme       Scheme Shareholders    of Scheme       Shares voted as 
                                       Shares voted    who voted              Shareholders    a percentage of 
                                                                              who voted       the issued ordinary 
                                                                                              share capital entitled 
                                                                                              to vote on the Scheme 
----------------  -----------------  --------------  ---------------------  --------------  ------------------------ 
 FOR               8,253,289          99.67%          122                    89.71%          73.46% 
----------------  -----------------  --------------  ---------------------  --------------  ------------------------ 
 AGAINST           27,636             0.33%           14                     10.29%          0.25% 
----------------  -----------------  --------------  ---------------------  --------------  ------------------------ 
 TOTAL             8,280,925          100%            136                    100%            73.71% 
----------------  -----------------  --------------  ---------------------  --------------  ------------------------ 
 

Voting results of the General Meeting

The results of the poll at the General Meeting held on 9 October 2015 were as follows:

 
                     FOR                   AGAINST         TOTAL         WITHHELD* 
-------------------  --------------------  --------------  ------------  ------------ 
Special Resolution   No. of Votes  %       No. of  %       No. of Votes  No. of Votes 
                                    Votes   Votes   Votes 
-------------------  ------------  ------  ------  ------  ------------  ------------ 
To give effect 
 to the Scheme, 
 as set out in 
 the notice of 
 General Meeting     8,252,059     99.66%  28,129  0.34%   8,280,188     720 
-------------------  ------------  ------  ------  ------  ------------  ------------ 
 

* A vote withheld is not a vote in law and counts neither "For" nor "Against" the Special Resolution.

Next Steps and Timetable

Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Scheme Court Hearing and the delivery of a copy of the Scheme Court Order (which has been duly stamped by HMRC) to the Registrar of Companies. The expected timetable of principal events for the implementation of the Scheme is set out on page 6 of the Scheme Document. Subject to the Court sanctioning the Scheme and the satisfaction or waiver of the other conditions, the Scheme is expected to become Effective before the end of October 2015. Latchways will apply to the UK Listing Authority and to the London Stock Exchange for, respectively, the listing of Latchways Shares on the Official List and the trading of the Latchways Shares on the Main Market, to be suspended with effect from 7.30 a.m. (London time) on 16 October 2015.

If any of the key dates set out in the expected timetable change, Latchways will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on Latchways' website at www.latchways.com and on MSA's website at www.msasafety.com, respectively.

Subject to certain restrictions, a copy of this announcement and the amended Latchways Articles will be available on Latchways' website at www.latchways.com. In addition, a copy of the Special Resolution and the amended Latchways Articles will be submitted electronically to the National Storage Mechanism, where they will be available for inspection at www.morningstar.co.uk/uk/NSM.

Enquiries

Bidco and MSA:

Kenneth Krause, Vice President, Strategic Finance and Treasurer Tel: +1 724 741 8534

Lazard:

(Financial Adviser to Bidco and MSA)

Mark McMaster Tel: +44 207 187 2000

Jean Greene

Richard Shaw

Eugene Schreider

Latchways:

David Hearson Tel: +44 1380 732700

Rex Orton

Rothschild:

(Financial Adviser to Latchways)

Paul Simpson Tel: +44 121 600 5252

John Byrne

N+1 Singer:

(Corporate Broker to Latchways)

Shaun Dobson Tel: +44 207 496 3000

Alex Wright

IFC Advisory:

(Public Relations Adviser to Latchways)

Graham Herring Tel: +44 203 053 8671

Tim Metcalfe

Important notices

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Latchways and for no one else in connection with the Acquisition and the subject matter of this announcement and will not be responsible to anyone other than Latchways for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or the subject matter of this announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as corporate broker to Latchways and no one else in connection with the Acquisition and the subject matter of this announcement and will not be responsible to anyone other than Latchways for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or the subject matter of this announcement.

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

Overseas jurisdictions

The release, publication or distribution of this announcement in 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 requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Latchways Shares in respect of the Scheme at the Meetings or to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the Takeover 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 United Kingdom.

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October 09, 2015 07:30 ET (11:30 GMT)