TIDMFENR TIDMTTM
RNS Number : 8169P
Fenner PLC
31 May 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
31 May 2018
Recommended cash acquisition
of
Fenner PLC
by
Compagnie Générale des Établissements Michelin SCA
implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
The Scheme of Arrangement has become effective and Fenner has
joined the Michelin group of companies.
On 19 March 2018, Fenner PLC ("Fenner" or the "Company") and
Compagnie Générale des Établissements Michelin SCA ("Michelin")
announced that they had reached agreement on the terms of a
recommended cash acquisition pursuant to which Michelin would
acquire the entire issued and to be issued share capital of Fenner
(the "Acquisition") by means of a Court sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
On 25 May 2018, Fenner announced that the Court had sanctioned
the Scheme at the Court Hearing held earlier that day.
Fenner and Michelin are now pleased to announce that the Court
Order has been delivered to the Registrar of Companies today and
accordingly the Scheme has now become effective in accordance with
its terms. Fenner is therefore now a wholly owned subsidiary of
Michelin.
As previously advised, dealings in Fenner Shares on the London
Stock Exchange's main market for listed securities were suspended
with effect from 7.30 a.m. on 30 May 2018. The delisting of Fenner
Shares on the premium listing segment of the Official List of the
UK Listing Authority and the cancellation of trading of Fenner
Shares on the London Stock Exchange's main market for listed
securities are expected to take place by 8.00 a.m. on 1 June 2018.
As a result of the Scheme having become effective, share
certificates in respect of Fenner Shares will, by 8.00 a.m. on 1
June 2018, cease to be valid documents of title and entitlements to
Fenner Shares held in uncertificated form in CREST are being
cancelled.
A Scheme Shareholder on the register of members of Fenner at the
Scheme Record Time, being 6.00 p.m. on 29 May 2018, is entitled to
receive 610 pence for each Scheme Share held. Settlement of the
consideration to which any Scheme Shareholder is entitled will be
effected by way of the despatch of cheques or the crediting of
CREST accounts (for Shareholders holding Scheme Shares in
certificated form and in uncertificated form respectively) as soon
as practicable and in any event by no later than 14 June 2018.
Full details of the Acquisition are set out in the scheme
document dated 12 April 2018 (the "Scheme Document"). Capitalised
terms used but not defined in this announcement (the
"Announcement") have the same meanings set out in the Scheme
Document.
The Company is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
Mark Abrahams, Chief Executive Officer of Fenner, commented:
"Today marks the end of Fenner's life as an independent company
which can be traced back over 150 years and its stock exchange
quotation which it has had for 80 years.
Fenner shareholders' overwhelming approval of the transaction,
with over 99 per cent of votes cast in favour, is an enormously
strong endorsement of the terms of the acquisition, including not
just the price being paid for Fenner shares but also the
commitments given in relation to the future conduct of Fenner's
businesses and the roles to be played by its management and
employees.
On this basis, we can be sure that today is the start of a new
and very exciting chapter in Fenner's development."
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)
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
is being implemented solely pursuant to the terms of the Scheme
Document which contains the full terms and conditions of the
Scheme.
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
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 following
its release. For the avoidance of doubt, the contents of those
websites are not incorporated by reference into, and do not form
part of, this announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement, free of charge. A person may
also request that all future documents, announcements and
information to be sent to that person in relation to the
Acquisition should be sent by the party which publishes it in hard
copy form. For persons who receive a copy of this Announcement in
electronic form or via a website publication, a hard copy of this
Announcement will not be sent unless so requested, by contacting
Link on 0871 664 0300 (from within the UK) or +44 (0) 371 664 0300
(from outside the UK).
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAEAPSFDADPEEF
(END) Dow Jones Newswires
May 31, 2018 04:26 ET (08:26 GMT)
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