TIDMBREE
RNS Number : 5417U
Breedon Group PLC
29 March 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN
OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION.
29 March 2023
BREEDON GROUP PLC
Scheme of Arrangement to introduce a new holding company
incorporated in England and Wales
Publication of Scheme Document and notice of Jersey Court
Meeting and Scheme General Meeting
On 8 March 2023, Breedon Group plc (the "Company" and together
with its subsidiaries, "Breedon" or the "Group") announced its
intention to move its listing from AIM to the premium listing
segment of the Official List and to trading on the Main Market of
the London Stock Exchange ("Admission").
In connection with Admission, the Company is proposing to
undertake a corporate reorganisation by which a new holding company
of the Group, incorporated in England and Wales ("New Breedon"),
would be introduced by way of a scheme of arrangement (the
"Scheme"). As part of the Scheme, Breedon intends to reduce the
number of ordinary shares in issue by issuing 1 New Breedon Share
for every 5 ordinary shares of the Company.
The Breedon Board is pleased to announce that it expects to
publish a circular later today in relation to the Scheme (the
"Scheme Document") setting out, amongst other things, a letter from
the Chairman of Breedon, a summary of the transaction, the full
terms and conditions of the Scheme, an expected timetable of
principal events, notices of the Court Meeting and General Meeting
and details of the actions to be taken by Breedon Shareholders,
together with Forms of Proxy for the Court Meeting and the General
Meeting. A copy of the Scheme Document will be made available on
Breedon's website (www.breedongroup.com/aim-to-main).
Hard copies of the Scheme Document (or, depending on Breedon
Shareholders' communication preferences, a letter or email giving
details of the website where the Scheme Document may be accessed),
and Forms of Proxy for the Court Meeting and the General Meeting
are being sent to Breedon Shareholders today. Hard copies can also
be requested by contacting Breedon's Registrars - for more details
please see the Scheme Document.
New Breedon will also publish a prospectus (the "Prospectus") in
connection with Admission in due course. Copies of this
announcement will also be made available (subject to certain
restrictions relating to persons in restricted jurisdictions) on
Breedon's website at www.breedongroup.com/aim-to-main.
Reasons for the Scheme
For legal and commercial reasons, and in common with many
listings on the Main Market, New Breedon will be used as the
vehicle in which the Main Market listing takes place. Breedon's
current status as a non-English company means it incurs duplicated
costs in Jersey to order to comply with local corporate
requirements. Accordingly, the Breedon Board, after detailed
consideration, believes the proposed new corporate structure is the
most appropriate structure for the Group and, together with the
move to the Main Market, would best support its long term strategy
and growth prospects. The introduction of New Breedon as the new
ultimate holding company of the Group will be implemented by way of
the Scheme.
Timetable
The expected timetable of events for the implementation of the
Scheme is set out in the Scheme Document and is included in the
Appendix to this announcement. The dates and times given are
indicative only and are based on Breedon's current expectations and
may be subject to change. If any of the dates and/or times set out
in the expected timetable change, an announcement will be made
through a Regulatory Information Service.
Conditions of the Scheme
In summary, the implementation of the Scheme is conditional on
the following having occurred:
a) the Scheme being approved by a majority in number
representing not less than 75 per cent. of the voting rights of the
Scheme Shareholders present and voting (in person or by proxy) at
the Jersey Court Meeting (or at any adjournment of that
meeting);
b) the Special Resolution (as set out in the notice convening
the Scheme General Meeting in Part 8 (Notice of Scheme General
Meeting) of the Scheme Document) having been duly passed at the
Scheme General Meeting by a majority of not less than two-thirds of
the votes cast;
c) the Scheme having been sanctioned by the Court at the
Sanction Hearing and the Court Order having been delivered to the
Jersey Registrar of Companies and registered by it;
d) the FCA having acknowledged to New Breedon that the
application for the admission of the New Breedon Shares to listing
on the premium listing segment of the Official List has been
approved and the London Stock Exchange having acknowledged to New
Breedon that the New Breedon Shares will be admitted to trading on
the Main Market; and
e) Breedon not having withdrawn the Scheme, which it shall be
entitled to do at any time, and for any reason, prior to the point
at which the Court issues the Court Order.
Further details in relation to the terms and conditions for the
Scheme are set out in Part 2 of the Scheme Document.
Recommendation
The Breedon Directors consider the Scheme to be in the best
interests of the Breedon Shareholders taken as a whole.
Accordingly, the Breedon Directors unanimously recommend that
Scheme Shareholders vote in favour of the Scheme at the Jersey
Court Meeting, and that Breedon Shareholders vote votes in favour
of the Special Resolution at the Scheme General Meeting, as they
intend to do in respect of their own holdings.
ENQUIRIES:
Breedon Group plc +44 (0) 1332 694010
Rob Wood, Chief Executive Officer
James Brotherton, Chief Financial Officer
Louise Turner-Smith, Head of Investor Relations +44 (0) 7860 911909
+44 (0) 207 634
Moelis (Financial Adviser to Breedon) 3500
Mark Aedy, Daniel Muldoon, Andrew Welby
+44 (0) 20 7260
Numis (Sponsor, NOMAD and joint broker) 1000
Ben Stoop, Oliver Hardy (NOMAD)
+44 (0) 20 7991
HSBC (Joint broker) 8888
Sam McLennan, Joe Weaving
+44 (0) 20 3128
MHP (Public relations adviser) 8193
Reg Hoare, Rachel Farrington, Charles Hirst breedon@mhpgroup.com
About Breedon Group plc
Breedon Group plc, a leading vertically-integrated construction
materials group in Great Britain and Ireland, delivers essential
products to the construction sector. Breedon holds 1bn tonnes of
mineral reserves and resources with long reserve life, supplying
value-added products and services, including specialty materials,
surfacing and highway maintenance operations, to a broad range of
customers through its extensive local network of quarries,
ready-mixed concrete and asphalt plants.
The Group's two well-invested cement plants are actively engaged
in a number of carbon reduction practices, which include utilising
alternative raw materials and lower carbon fuels. Breedon's 3,700
colleagues embody our commitment to 'Make a Material Difference' as
the Group continues to execute its strategy to create sustainable
value for all stakeholders, delivering growth through organic
improvement and acquisition in the heavyside construction materials
market.
Important information
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
as ascribed to them in the Scheme Document.
This announcement may include statements that are, or may be
deemed to be, " forward-looking statements " (including words such
as " believe " , " expect " , " estimate " , " intend " , "
anticipate " and words of similar meaning). By their nature,
forward-looking statements involve risk and uncertainty since they
relate to future events and circumstances, and actual results may,
and often do, differ materially from any forward-looking
statements. Any forward-looking statements in this announcement
reflect management's view with respect to future events as at the
date of this announcement. Save as required by applicable law, the
Company undertakes no obligation to publicly revise any
forward-looking statements in this announcement, whether following
any change in its expectations or to reflect events or
circumstances after the date of this announcement.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to acquire or subscribe for, shares in the
Company or New Breedon in any jurisdiction. The distribution of
this announcement outside the UK may be restricted by law. No
action has been taken by the Company or New Breedon that would
permit possession of this announcement in any jurisdiction outside
the UK where action for that purpose is required. Persons outside
the UK who come into possession of this announcement should inform
themselves about the distribution of this announcement in their
particular jurisdiction.
This announcement is not an offer of securities for sale in the
United States. The New Breedon Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States except pursuant to
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The New Breedon Shares
issued pursuant to the Scheme are expected to be issued in reliance
upon the exemption from the registration requirements of the US
Securities Act provided by section 3(a)(10) thereof based on the
Jersey Court's sanctioning of the Scheme. Scheme Shareholders who
will be affiliates of New Breedon after the Effective Date will be
subject to certain US transfer restrictions relating to the New
Breedon Shares received pursuant to the Scheme.
The Scheme has not been and will not be approved or disapproved
by the Securities and Exchange Commission, any state's securities
commission in the United States or any US regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits or the fairness of the Scheme nor upon the accuracy or
adequacy of the Scheme Document or the Prospectus. Any
representation to the contrary is a criminal offence in the United
States.
Numis Securities Limited ( "Numis" ), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and New Breedon as Sponsor and no one else in
connection with Admission and it will not regard any other person
as a client in relation to Admission and will not be responsible to
anyone other than the Company and New Breedon for providing the
protections afforded to its clients or for providing advice in
relation to Admission or any other transaction, matter, or
arrangement referred to in this announcement.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Numis
or by any of its affiliates, directors, officers, employees,
advisers or agents as to or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
APPENDIX - Expected Scheme timetable
Event Time and/or date
Publication of the Scheme Document 29 March 2023
Latest time for lodging Forms
of Proxy for the:
Jersey Court Meeting 2:15 p.m. on 24 April 2023
Scheme General Meeting 2:30 p.m. on 24 April 2023
Voting Record Time 6:30 p.m. on 24 April 2023
Jersey Court Meeting 2:15 p.m. on 26 April 2023
Scheme General Meeting 2:30 p.m. on 26 April 2023
The following dates are indicative only and are subject to
change(1)
Expected date of publication 11 May 2023
of the Prospectus by New Breedon
Sanction Hearing (to sanction 9.00 a.m. on 16 May 2023
the Scheme)
Scheme Record Time 6.00 p.m. on 16 May 2023
Last day of dealings in, and 16 May 2023
for the registration of transfers
of, and disablement in CREST
of, Breedon Shares on AIM
Effective Date 16 May 2023(2)
Cancellation of admission to by 7.00 a.m. on 17 May 2023
trading of Breedon Shares on
AIM
Admission of New Breedon Shares 8.00 a.m. on 17 May 2023
to listing on the premium listing
segment of the Official List
and to trading on the Main
Market and commencement of
dealings
Crediting of New Breedon Shares 8.00 a.m. on 17 May 2023
to CREST accounts
Share certificates for New by 1 June 2023
Breedon Shares expected to
be despatched within 10 Business
Days of Admission
Long Stop Date 30 June 2023(3)
Notes
1. 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 Jersey Registrar of
Companies. Participants in Breedon Share Plans will be contacted
separately to inform them of the effect of the Scheme on their
rights under Breedon Share Plans, including details of any
appropriate proposals being made and dates and times relevant to
them.
2. Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of
the Court Order being delivered to the Jersey Registrar of
Companies. This is presently expected to occur on 16 May 2023,
subject to satisfaction or (where capable of waiver), waiver of the
Conditions.
3. This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Breedon and New Breedon may agree (and as the Court
may allow, should such approval be required).
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