TIDMLWB
RNS Number : 2703M
Low & Bonar PLC
07 May 2020
SCHEME OF ARRANGEMENT
Low & Bonar PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
7 May 2020
Recommended cash acquisition
of
Low & Bonar PLC
by
FV Beteiligungs-GmbH
COURT APPROVAL OF SCHEME
On 20 September 2019, Low & Bonar PLC (Low & Bonar) and
FV Beteiligungs-GmbH (FVB), a wholly-owned subsidiary of
Freudenberg SE (Freudenberg), announced their agreement on the
terms of a recommended cash acquisition by FVB of the entire issued
and to be issued ordinary share capital of Low & Bonar (the
Acquisition), to be effected by means of a Court-approved scheme of
arrangement under Part 26 of the Companies Act 2006 (the
Scheme).
Further to the announcement on 5 November 2019 in relation to
the results of the Court Meeting and General Meeting, Low &
Bonar is pleased to announce that the Court has today made the
Court Order sanctioning the Scheme.
The Scheme has become fully unconditional, subject only to the
delivery of a copy of the Court Order to the Registrar of Companies
in Scotland. It is anticipated that the Effective Date will be 12
May 2020, being the date on which a copy of the Court Order is
expected to be delivered to the Registrar of Companies in
Scotland.
The listing of Low & Bonar Shares on the Official List and
dealings in Low & Bonar Shares on the London Stock Exchange are
each expected to be suspended with effect from 7.30 a.m. on 12 May
2020. The last day for dealings in, and for registration of
transfers of, and disablement in CREST of, Low & Bonar Shares
will be 11 May 2020.
Subject to the Scheme becoming effective on 12 May 2020, it is
expected that the listing of Low & Bonar Shares on the Official
List will be cancelled and that Low & Bonar Shares will cease
to be admitted to trading on the London Stock Exchange's main
market for listed securities with effect from 8.00 a.m. on 13 May
2020.
Low & Bonar further announces that Daniel Dayan will step
down as a director and Executive Chairman and leave the Company
once the Court Order sanctioning the Scheme has been delivered to
the Registrar of Companies in Scotland and the Scheme has become
effective.
Under the settlement agreement between the Company and Mr.
Dayan, he will be paid his salary in respect of a five month
period, less PAYE deductions, and he has agreed to provide, without
further remuneration, up to 60 days integration support within a
six-month period following his leaving date.
The Board of Low & Bonar would like to thank Mr. Dayan for
his leadership since September 2018 and for his contribution to
successfully concluding the sale of the Company to FVB.
In addition, having given notice of their intention to resign as
non-executive directors with effect from the time at which the
Scheme becomes effective, each of Peter Bertram, Mike Powell and
Trudy Schoolenberg, will also stand down as directors of Low &
Bonar with effect from the Scheme becoming effective. Each
non-executive director will receive their pro-rated fee in lieu of
their notice period.
Ian Ashton will continue as a director of Low & Bonar
following the Effective Date.
Terms defined in the scheme document dated 11 October 2019
containing the full terms and conditions of the Acquisition (the
Scheme Document) have the same meanings in this announcement.
All references in this announcement to time are to London times
unless otherwise stated. The dates and times given above are
indicative only and are based on Low & Bonar's current
expectations and may be subject to change.
Enquiries:
Low & Bonar PLC
Daniel Dayan, Executive Chairman +44 (0) 20 7535
Ian Ashton, Group Chief Financial Officer 3180
Rothschild & Co (Financial adviser to
Low & Bonar)
Stuart Vincent +44 (0) 20 7280
Sabina Pennings 5000
Instinctif Partners (PR adviser to Low
& Bonar)
Matthew Smallwood +44 (0) 20 7457
Rosie Driscoll 2020
Important notices relating to financial advisers
N.M. Rothschild & Sons Limited (Rothschild & Co), which
is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Low & Bonar and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Low & Bonar for providing the
protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to any matter referred to in this
announcement.
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, 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 Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Low & Bonar in any jurisdiction in contravention
of applicable law. The Acquisition will be made solely by means of
the scheme circular (or any subsequent document by which the
Acquisition is made), which contains the full terms and conditions
of the Acquisition.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules and the City Code on Takeovers and Mergers 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 and regulations of any jurisdictions
outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into or from jurisdictions other than the UK may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. 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 and the scheme circular have been prepared for
the purposes of complying with UK company law and the City Code and
the information disclosed may not be the same as that which would
have been disclosed if they had been prepared in accordance with
the laws of other jurisdictions.
Unless otherwise determined by FVB or required by the City 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 or any other 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 the scheme circular will not be and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws of that jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
such jurisdictions where to do so would violate the laws of that
jurisdiction.
The availability of the Acquisition to Low & Bonar
Shareholders who are not resident in the UK may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the UK should inform themselves of,
and observe, any applicable requirements.
Notice to US Low & Bonar Shareholders
The Acquisition is being made to acquire the securities of a
Scottish company by means of a scheme of arrangement under the
Companies Act and the laws of Scotland. 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 Scheme will be
subject to disclosure requirements and practices applicable in the
UK to schemes of arrangement, which are different from the
disclosure requirements of the US tender offer rules. The financial
information included in the scheme circular has been prepared in
accordance with accounting standards applicable in the UK and thus
may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
It may be difficult for US holders of Low & Bonar Shares to
enforce their rights and claims arising out of the US federal
securities laws, since FVB and Low & Bonar are located in
countries other than the US, and some or all of their officers and
directors may be residents of countries other than the US. US
holders of Low & Bonar Shares 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 judgement.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Low & Bonar Shares
pursuant to the Scheme will likely be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Low & Bonar
Shareholder is urged to consult his or her independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him or her.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, FVB or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Low & Bonar Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm
.
Forward looking statements
This announcement, the scheme circular (including information
incorporated by reference in the scheme circular), oral statements
made regarding the Acquisition, and other information published by
Freudenberg, FVB and Low & Bonar contain statements which are,
or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Freudenberg, FVB and Low &
Bonar 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. The forward-looking statements contained in the scheme
circular include statements relating to the expected effects of the
Acquisition on Freudenberg, FVB and Low & Bonar, the expected
timing and scope of the Acquisition and other statements other than
historical facts. All statements other than statements of
historical facts included in the scheme circular and this
announcement may be forward-looking statements. Without limitation,
any statement preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "should", "could", "would", "may", "anticipates",
"estimates", "synergy", "cost-saving", "projects", "goal",
"strategy", "budget", "forecast" or "might" or, words or terms of
similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements 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 Freudenberg's, FVB's or Low & Bonar's operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on Freudenberg's, FVB's or Low
& Bonar's business.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in the scheme
circular and this announcement, they have not been reviewed by the
auditors of Freudenberg, FVB or Low & Bonar or their respective
financial advisers. 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 could cause actual results to differ materially from those
projected or implied in any forward-looking statements. These
factors include the satisfaction of the Conditions, as well as
additional factors, such as: fluctuations in the capital markets;
fluctuations in interest and exchange rates; the occurrence of
unforeseen disasters or catastrophes; political or economic
instability in principal markets; adverse outcomes in litigation;
and general, local and global economic, political, business and
market conditions. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither
Freudenberg, FVB nor Low & Bonar, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
the scheme circular or this announcement will actually occur. Due
to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward-looking statements. All subsequent
oral or written forward-looking statements attributable to
Freudenberg, FVB or Low & Bonar or any of their respective
members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above. Freudenberg, FVB and Low & Bonar
disclaim any obligation to update or revise any forward-looking or
other statements contained in the scheme circular other than in
accordance with their legal and regulatory obligations.
Disclosure requirements of the Takeover Code (the Code)
Under Rule 8.3(a) of the 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 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.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Low & Bonar's website at
www.lowandbonar.com. For the avoidance of doubt, the contents of
that website is not incorporated into and does not form part of
this announcement.
Low & Bonar Shareholders may request a hard copy of this
announcement by contacting Low & Bonar on +44 (0)20 7535
3191.
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
SOAEANSXEFDEEEA
(END) Dow Jones Newswires
May 07, 2020 05:17 ET (09:17 GMT)
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