HYNS Haynes Publishing Group Plc

TIDMHYNS

RNS Number : 5629H

Haynes Publishing Group PLC

25 March 2020

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 SUCH JURISDICTION

FOR IMMEDIATE RELEASE

25 March 2020

RECOMMED CASH OFFER

for

Haynes Publishing Group P.L.C. ("Haynes")

by

Infopro Digital (Holdco) Limited ("Bidco")

a wholly owned subsidiary of Infopro Digital Group B.V. ("Infopro Digital")

Results of Court Meeting and General Meeting

On 13 February 2020, the boards of directors of Infopro Digital and Haynes announced they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued ordinary share capital of Haynes (the "Acquisition"), to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Capitalised terms used in this announcement shall have the meanings given to them in the Scheme Document (as defined below).

Haynes is pleased to announce that, at the Court Meeting and the General Meeting (the "Meetings") convened in relation to the proposed Scheme and held earlier today, all resolutions proposed, details of which are set out in the notices of the Meetings contained in Parts 9 and 10 of the scheme document dated 2 March 2020 (the "Scheme Document"), were passed by the requisite majorities and accordingly the Scheme was approved.

A majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders approved the Scheme at the Court Meeting.

Haynes Shareholders voted at the General Meeting to pass the special resolution in connection with authorising the allotment or transfer of treasury shares, amending the Company's articles of association, re-registering the company as a private company and authorising the directors of Haynes to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect. Haynes Shareholders also voted at the General Meeting to pass the ordinary resolution to amend the directors' remuneration policy.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Scheme Voting Record Time:

 
Results of            Number of    % of Scheme             Number of    % of Scheme  Number of Scheme 
 Court Meeting    Scheme Shares   Shares voted   Scheme Shareholders   Shareholders      Shares voted 
                          voted                            who voted      who voted     as a % of the 
                                                                                      issued ordinary 
                                                                                        share capital 
FOR                  13,251,536          99.96                    85          97.70             81.04 
AGAINST                   4,965           0.04                     2           2.30              0.03 
TOTAL                13,256,501            100                    87            100             81.07 
 

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting. Each Haynes Shareholder, present in person or by proxy, was entitled to one vote per Haynes Share held at the Scheme Voting Record Time:

 
Special Resolution             No. of Haynes  No. of Haynes  % of votes cast 
                         Shareholders voting   Shares voted 
FOR                                       85     13,239,448            99.98 
AGAINST                                    1          1,131             0.01 
WITHHELD*                                  1          1,500             0.01 
 
  Ordinary Resolution 
FOR                                       82     13,095,594            98.90 
AGAINST                                    3        138,045             1.04 
WITHHELD*                                  3          8,440             0.06 
 

*A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned. Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.

Effective Date and Timetable

The outcome of today's Court Meeting and General Meeting means that Conditions 1 (a) and (b) (as set out in Part A of Part 3 of the Scheme Document) have been satisfied.

The Scheme remains subject to the sanction by the Court at the Court Hearing and the satisfaction (or, where applicable, waiver) of the other Conditions to the Scheme and the Acquisition (as set out in Part A of Part 3 of the Scheme Document). The Court Hearing is scheduled to take place on 1 April 2020.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 7 of the Scheme Document.

Subject to obtaining the approval of the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective on 3 April 2020.

If any of the key dates set out in the timetable change, Haynes will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on Haynes's website at www.haynes.com/investor.

Full details of the Scheme are set out in the Scheme Document. Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

 
 Enquiries: 
 
 Infopro Digital (via Brunswick) 
 Christophe Czajka, Founder and Executive Chairman 
 Julien Elmaleh, Chief Executive Officer 
 
 Raymond James (Financial Adviser to Infopro          +44 (0) 20 3798 
  Digital)                                             5700 
 Dominic Emery 
 Stuart Sparkes 
 
 Media Enquiries: Brunswick                           +44 (0) 20 7404 
  (Financial PR Adviser to Infopro Digital)            5959 
 Gill Ackers 
  Harry McHugh 
 
 Haynes (via New Century Media) 
 Eddie Bell, Group Chairman 
  J Haynes, Chief Executive Officer 
 
                                                      +44 (0) 20 7451 
 Europa Partners (Financial Adviser to Haynes)         4523 
 Paul Zisman 
 
                                                      +44 (0) 20 7886 
 Panmure Gordon (Corporate Broker to Haynes)           2500 
 James Stearns 
 
 Media Enquiries: New Century Media                   +44 (0) 20 7930 
  (Financial PR Adviser to Haynes)                     8033 
 David Burnside 
 
 

Important notices

Raymond James, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Infopro Digital and no one else in connection with the Acquisition and shall not be responsible to anyone other than Infopro Digital for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Europa Partners, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Haynes and for no one else in connection with the Acquisition and shall not be responsible to anyone other than Haynes for providing the protections afforded to clients of Europa Partners nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker to Haynes and no-one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Haynes for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Raymond James, Europa Partners and Panmure Gordon by the FSMA or the regulatory regime established thereunder or under the Takeover Code, each of Raymond James, Europa Partners and Panmure Gordon does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this Announcement, or any other statement made or purported to be made by it or on its behalf in connection with Haynes, the Acquisition or the other arrangements referred to in this Announcement.

Each of Raymond James, Europa Partners and Panmure Gordon (and their respective subsidiaries, branches and affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability, including liability arising under the Takeover Code,) whether arising in tort, contract or otherwise which it might have in respect of the contents of this Announcement or any other statement made or purported to be made by it or on its behalf in connection with Haynes or the Acquisition or the other arrangements referred to in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation, inducement or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction (pursuant to the Acquisition or otherwise) nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

The Acquisition will be made solely by means of the Scheme Document or any document by which the Takeover Offer is made, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision, vote or other response in respect of the Acquisition should be made only on the basis of information contained in the Scheme Document. Haynes will prepare the Scheme Document to be distributed to Haynes Shareholders at no cost to them. Haynes Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it becomes available because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or prospectus-equivalent document.

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 United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this Announcement in certain jurisdictions other than the United Kingdom may be restricted by law and the ability of Haynes Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by the laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or with respect to the Special Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Haynes Shareholders who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any 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 or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Further details in relation to Haynes Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Notice to US investors

Haynes Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Haynes's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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) the offeree company and (ii) any securities exchange 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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) the offeree company and (ii) any securities exchange offeror(s), 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.

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 an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Publication on website and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26 of the Code will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Haynes's website at www.haynes.com/investor and on Infopro Digital's website at https://www.infopro-digital.com/group/finance by no later than 12 noon (London time) on 2 March 2020. Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

Any person who is required to be sent a copy of this Announcement under the Code, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by submitting a request in writing to Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling Link Asset Services on 0371 664 0321 or +44 (0) 371 664 0321 if calling from outside the United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8:30 a.m. and 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested. Any such person may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

Electronic communications

Please be aware that all addresses, electronic addresses (if any) and certain other information provided by the Haynes Shareholders, persons with information rights and other relevant persons for the receipt of communications from Haynes may be provided to offerors (including Bidco) during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

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

ROMUVOARRNUOUAR

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March 25, 2020 07:38 ET (11:38 GMT)