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
1 August
2024
RECOMMENDED CASH AND SHARE
ACQUISITION
of
Tyman plc
by
Quanex Building Products
Corporation
to be implemented by means of a scheme
of arrangement
under Part 26 of the Companies Act
2006
SCHEME OF ARRANGEMENT BECOMES
EFFECTIVE
On 22 April 2024, the boards of directors of
Quanex Building Products Corporation ("Quanex") and Tyman plc ("Tyman") announced that they had reached
agreement on the terms and conditions of a recommended cash and
share acquisition by Quanex of the entire issued, and to be issued,
ordinary share capital of Tyman (the "Transaction").
The Transaction is being implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006. The scheme document containing the full terms
and conditions of the Transaction was published or made available
to Scheme Shareholders on 11 June 2024 (the "Scheme Document") as modified by the
Declaration of Special Dividend and Offer Update Announcement dated
28 June 2024.
Terms defined in the Scheme Document have,
unless otherwise defined, the same meanings in this
announcement.
On 12 July 2024 it was announced that the
Scheme had been approved by the requisite majority of eligible
Scheme Shareholders at the Court Meeting held on 12 July 2024 and
the Special Resolution relating to the implementation of the Scheme
had been approved by the requisite majority of eligible Tyman
Shareholders at the General Meeting, also held on 12 July
2024.
On 24 July 2024, it was announced that the High
Court of Justice in England and Wales had sanctioned the Scheme at
the Court Sanction Hearing held on that date.
Tyman and Quanex are pleased to announce that,
following the delivery of a copy of the Court Order to the
Registrar of Companies today, the Scheme has now become Effective
in accordance with its terms. The Transaction has therefore now
completed.
As previously advised, trading in Tyman Shares
on the London Stock Exchange was suspended with effect from 7.30
a.m. this morning, 1 August 2024. An application has been made to
the London Stock Exchange in relation to the cancellation of the
admission to trading of Tyman Shares on the London Stock Exchange,
which is expected to take place at 7.30 a.m. on 2 August 2024. As a
result of the Scheme having become Effective, share certificates in
respect of Tyman Shares will cease to be valid documents of title
and entitlements to Tyman Shares held in uncertificated form in
CREST are being cancelled.
A Scheme Shareholder on the register of members
of Tyman at the Scheme Record Time, being 6.00 p.m. on 31 July
2024, is entitled to receive, in addition to the Special Dividend
of 15 pence per Tyman Share as detailed in the announcement dated
28 June 2024, either (1) 240 pence in cash and 0.05715 of a New
Quanex Share for each Tyman Share held; or (2) provided a valid
Form of Election has been returned by the Scheme Shareholder no
later than the Election Return Time in respect of their entire
holding of Tyman Shares, Quanex Shares at a ratio of 0.14288 of a
New Quanex Share to every 1 Tyman Share held.
Settlement of the cash consideration to which
any Scheme Shareholder is entitled will be effected by the despatch
of cheques (for Tyman Shareholders holding Scheme Shares in
certificated form) or the crediting of CREST accounts (for Tyman
Shareholders holding Scheme Shares in uncertificated form) as soon
as practicable. The latest date for despatch of cheques and
settlement of the cash consideration in relation to the Transaction
through CREST is 15 August 2024. Settlement of New Quanex Shares
will be registered through the DRS (in respect of Quanex Shares
held by former certificated Tyman Shareholders) or Quanex CDIs
(representing an entitlement to New Quanex Shares) credited to
CREST accounts (in respect of Scheme Shares held in uncertificated
form only). The latest date for despatch of statements of
entitlement relating to New Quanex Shares held through the DRS and
settlement of Quanex CDIs through CREST is 15 August
2024.
As the Capped All-Share Alternative Maximum has
not been exceeded, Scheme Shareholders who made an election for the
Capped All-Share Alternative will receive their New Quanex Shares
or Quanex CDIs (as set out above) in relation to their entire
holding of Tyman Shares as at the Scheme Record Time without any
requirement for such elections to be scaled back on the terms set
out in the Scheme Document.
Tyman duly announces that, as of the Scheme
becoming Effective earlier today, Nicky Hartery, Pamela Bingham,
Margaret Amos, Paul Withers and David Randich have resigned from
the Tyman Board.
Tyman and Quanex are no longer in an "Offer
Period" as defined in the Code and accordingly the dealing
disclosure requirements previously notified to investors no longer
apply.
Enquiries
Tyman
Rutger Helbing - Chief Executive Officer
+44 207 976 8000
Jason Ashton - Chief Financial Officer
Greenhill
(Lead Financial adviser to Tyman)
Charles Montgomerie
+44 207 198 7400
David Wyles
Charles Spencer
Deutsche Numis
(Financial adviser and Corporate broker to
Tyman)
Jonathan Wilcox
+44 207 260 1000
Richard Thomas
MHP Group
(PR adviser to
Tyman)
Reg Hoare
+44 7801
894577 / tyman@mhpgroup.com
Rachel
Farrington
Matthew Taylor
Quanex
Scott Zuehlke - Senior Vice President, Chief Financial Officer and
Treasurer
+1 713 877 5327
UBS
(Sole Financial adviser to Quanex)
London: Joe Hannon, Romine Hakme, Josh Chauhan
+44 20 7567 8000
New York: Simon Smith, Jane Zovak, Vijay Kumra
+1 212 713
2000
Joele Frank, Wilkinson Brimmer
Katcher
(PR adviser to Quanex)
Arielle Rothstein
+1 212 355 4449
Andrew Siegel
Lyle Weston
Latham & Watkins (London) LLP is acting as
legal adviser to Tyman in connection with the
Transaction.
Travers Smith LLP is acting as English legal
adviser to Quanex and Foley & Lardner LLP is acting as US legal
adviser to Quanex in connection with the Transaction.
Important notices about financial
advisers
Greenhill
& Co. International LLP ("Greenhill"), an affiliate of Mizuho,
which is authorised and regulated in the United Kingdom by the FCA,
is acting as lead financial adviser to Tyman and for no one else in
connection with the Transaction and will not be responsible to
anyone other than Tyman for providing the protections afforded to
its clients nor for providing advice in relation to the
Transaction, the contents of this announcement or any other matters
referred to in this announcement.
Numis
Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Tyman and no one else
in connection with the matters described in this announcement and
will not be responsible to anyone other than Tyman for providing
the protections afforded to clients of Deutsche Numis, or for
providing advice in connection with the matters referred to herein.
Neither Deutsche Numis nor any of its group undertakings 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 Deutsche Numis in connection with this announcement or any
matter referred to herein.
UBS AG London
Branch ("UBS") is
authorised and regulated by the Financial Market Supervisory
Authority in Switzerland. It is authorised by the Prudential
Regulation Authority ("PRA") and subject to regulation in the
United Kingdom by the Financial Conduct Authority ("FCA") and limited regulation in the
United Kingdom by the PRA. UBS is acting exclusively as sole
financial adviser to Quanex and for no one else in connection with
the Transaction and will not be responsible to anyone other than
Quanex for providing the protections afforded to its clients nor
for providing advice in relation to the Transaction, the contents
of this announcement or any other matters referred to in this
announcement. Neither UBS 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 UBS in connection with the Transaction, this announcement and
any statement contained herein or otherwise.
Overseas
jurisdictions
The release,
publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, such restrictions. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Tyman Shares at the Court Meeting or General Meeting, or to appoint
another person as proxy to vote at the Court Meeting or General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Further details
in relation to the Overseas Shareholders will be contained in the
Scheme Document (or, if the Transaction is to be implemented by a
Takeover Offer, the Offer Document). Any failure to comply with any
such 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
Transaction disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless
otherwise determined by Quanex or required by the Takeover Code,
and permitted by applicable law and regulation, the Transaction
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
Scheme by any such means from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction and no person may vote in favour of
the Transaction by use of mail or any other means of
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any Restricted
Jurisdiction.
Accordingly,
copies of this announcement and all documents relating to the
Transaction are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
documents relating to the Transaction (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction. Doing so may render invalid
any related purported vote in respect of the Transaction. If the
Transaction is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law or regulation), the
Transaction may not be made, directly or indirectly, in or into, or
by use of mail or any other means or instrumentality (including,
without limitation, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Transaction will
not be capable of acceptance by any such use, means,
instrumentality or facilities from within any Restricted
Jurisdiction.
The
availability of the Transaction or of New Quanex Shares pursuant to
the Transaction to Tyman Shareholders who are not resident in the
United Kingdom or the ability of those persons to hold such shares
may be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable
requirements.
The
Transaction shall be subject to English law and the jurisdiction of
the Court and to the applicable requirements of the Takeover Code,
the Panel, the London Stock Exchange, the FCA, the Listing Rules
and the Registrar of Companies.
Additional
information for US investors in Tyman
Tyman
Shareholders in the United States should note that the Transaction
relates to the securities of a UK company and is proposed to be
effected by means of a scheme of arrangement under English law.
This announcement, the Scheme Document and certain other documents
relating to the Transaction have been or will be prepared in
accordance with English law, the Takeover 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 under the US
Exchange Act. Accordingly, the Transaction 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 rules. If, in the
future, Quanex exercises the right to implement the Transaction by
way of a Takeover Offer and determines to extend the offer into the
United States, the Transaction will be made in compliance with
applicable United States laws and regulations, including any
applicable exemptions under the US Securities Act or US Exchange
Act.
Tyman's
financial statements, and all financial information that may be
included in the Scheme Document, or any other documents relating to
the Transaction, 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
("US GAAP"). The financial
information included the Scheme documentation in relation to Quanex
has been or will have been prepared in accordance with US GAAP,
except as otherwise specified therein.
It may be
difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Tyman is located
outside of the US, and some or all of its officers and directors
may be residents of countries other than the US. US holders may not
be able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction or
judgment.
The New
Quanex Shares to be issued pursuant to the Transaction have not
been registered under the US Securities Act, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the US Securities
Act. The New Quanex Shares to be issued pursuant to the Transaction
are expected to be issued in reliance upon an exemption from such
registration requirements pursuant to Section 3(a)(10) of the US
Securities Act. If, in the future, Quanex exercises its right to
implement the Transaction by way of a Takeover Offer or otherwise
in a manner that is not exempt from the registration requirements
of the US Securities Act, such issuance of New Quanex Shares will
be made in compliance with applicable US laws and regulations. In
this event, Tyman Shareholders are urged to read these documents
and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information. Such documents will be available
free of charge at the SEC's website at www.sec.gov or by directing
a request to Quanex's Investor Relations team identified
above.
New Quanex
Shares issued to persons other than "affiliates" of Quanex (defined
as certain control persons, within the meaning of Rule 144 under
the US Securities Act) will be freely transferable under US federal
securities laws and regulations following the Transaction. Persons
(whether or not US persons) who are or will be "affiliates" of
Quanex within 90 days prior to, or after, the Effective Date will
be subject to certain transfer restrictions relating to the New
Quanex Shares under US federal securities laws and
regulations.
No
Offer or Solicitation
This
announcement is for informational purposes only and is not intended
to and does not constitute an offer to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities in any jurisdiction pursuant to the
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. In particular, this announcement is not an offer of
securities for sale into the United States or in any other
jurisdiction.
Forward-looking
statements
This
announcement contains "forward-looking statements" with respect to
the Quanex Group and the Tyman Group. These statements are based on
the current expectations of the management of Quanex and/or Tyman
and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained in this
document include statements relating to the expected effects of the
Transaction on Tyman and/or Quanex, the expected timing and scope
of the Transaction, and other statements other than historical
facts. Forward-looking statements include statements typically
containing words such as "will", "may", "should", "believe",
"intends", "expects", "anticipates", "targets", "estimates" and
words of similar import and including statements relating to future
capital expenditures, expenses, revenues, economic performance,
financial conditions, dividend policy, losses and future prospects
and business and management strategies and the expansion and growth
of the operations of Quanex or Tyman. Although Tyman and/or Quanex
believes that the expectations reflected in such forward-looking
statements are reasonable, Tyman and/or Quanex can give no
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward looking statements. These
factors include: general business and economic conditions globally,
industry trends, competition, changes in government and other
regulation, the nature, cost and outcome of any legal proceedings
related to the Transaction, changes in political and economic
stability, disruptions in business operations due to reorganization
activities, interest rate and currency fluctuations, the inability
of the combined company to realize successfully any anticipated
synergy benefits when the Transaction is implemented, the inability
of the Enlarged Group to integrate successfully Quanex's and
Tyman's operations when the Transaction is implemented and the
Enlarged Group incurring and/or experiencing unanticipated costs
and/or delays or difficulties relating to the Transaction when it
is implemented. Additional information concerning these and other
risk factors is contained in the Risk Factors sections of the Proxy
Statement Quanex filed with the SEC on June 6, 2024 and Quanex's
most recent reports on Form 10-K and Form 10-Q, the contents of
which are not incorporated by reference into, nor do they form part
of, this announcement.
These
forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of such
persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks, as well as uncertainties because they
relate to events and depend on circumstances that will occur in the
future. The factors described in the context of such
forward-looking statements in this announcement may cause the
actual results, performance or achievements of any such person, or
industry results and developments, to be materially different from
any results, performance or achievements expressed or implied by
such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons
reading this announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Quanex or Tyman or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Neither of Quanex or
Tyman undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent required by
applicable law, regulation or stock exchange
rules.
No profit
forecasts or estimates
No
statement in this announcement is intended as a profit forecast or
estimate for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Tyman for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Tyman.
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.
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
FSMA if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial
adviser.