TIDMMAN
RNS Number : 5084I
Herstal S.A.
30 May 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
30 May 2014
RECOMMENDED CASH OFFER
by
FN HERSTAL SA
for
MANROY PLC
Offer update and extension of the Offer
On 28 March 2014, the Boards of FN Herstal SA ("Herstal") and
Manroy Plc ("Manroy")announced that they had reached agreement on
the terms of a recommended cash offer to be made by Herstal for the
entire issued and to be issued share capital of Manroy (the
"Offer"). The full terms and conditions and procedures for
acceptance of the Offer are set out in the offer document which was
issued by Herstal on 25 April 2014 (the "Offer Document").
As at 1.00 pm (London time) on 16 May 2014, being the First
Closing Date of the Offer, Herstal had received valid acceptances
of the Offer in respect of 17,977,895 Manroy Shares, representing
approximately 94.4 per cent. of the existing issued share capital
of Manroy, which Herstal was able to count towards the satisfaction
of the Acceptance Condition to the Offer. Therefore, on 19 May
2014, being the first Business Day following the First Closing
Date, Herstal announced that the Offer had become unconditional as
to acceptances. The Offer was extended until 1.00 pm (London time)
on 30 May 2014 (the "Second Closing Date").
Level of acceptances
As at 1.00 pm (London time) on 30 May 2014, Herstal had received
valid acceptances of the Offer in respect of 18,165,160 Manroy
Shares, representing approximately 95.4 per cent. of the existing
issued share capital of Manroy, which Herstal may count towards the
satisfaction of the Acceptance Condition to the Offer.
Before the announcement of the Offer on 28 March 2014, Herstal
had received binding irrevocable undertakings to accept the Offer
in respect of a total of 10,297,872 Manroy Shares, representing, in
aggregate, approximately 54.1 per cent. of Manroy's existing issued
share capital. As at the First Closing Date, Herstal had received
acceptances pursuant to these undertakings in respect of the full
10,297,872 Manroy Shares, and such acceptances are included in the
total number of valid acceptances referred to above.
In addition, before the announcement of the Offer on 28 March
2014, Herstal had received letters of intent to accept the Offer
from Schroder Investment Management and Ashcourt Rowan Asset
Management in respect of a further 2,242,141 Manroy Shares,
representing, in aggregate, approximately 11.8 per cent. of the
existing issued share capital of Manroy. As at the First Closing
Date, Herstal had received acceptances pursuant to these letters of
intent in respect of the full 2,242,141 Manroy Shares, and such
acceptances are included in the total number of valid acceptances
referred to above.
The Offer remains open for acceptances until further notice, as
set out below.
Extension of the Offer
Although the Offer has become unconditional as to acceptances,
the Offer remains subject to the Conditions set out in the Offer
Document and therefore it has not yet become or been declared
unconditional in all respects. In particular, the Offer remains
subject to the condition set out in paragraph 1(b) of Appendix 1,
Part A of the Offer Document, which states that the Offer is
conditional on the Competition and Markets Authority (the "CMA")
indicating in terms satisfactory to Herstal that it does not intend
to make a Phase 2 CMA reference of the proposed acquisition of
Manroy by Herstal.
Herstal and Manroy remain in constructive discussions with the
CMA and will provide a further update in due course. The statutory
deadline by which the CMA's decision as to whether or not to make a
Phase 2 CMA reference must be announced is currently 2 July
2014.
Rule 31.7 of the Code requires that, except with the consent of
the Panel, all conditions must either be fulfilled or the Offer
must lapse within 21 days of the First Closing Date or the date the
Offer becomes or is declared unconditional as to acceptances,
whichever is the later. In the case of the Offer, Rule 31.7 of the
Code requires all Conditions to be satisfied by 6 June 2014.
In order to accommodate the CMA's review process, Herstal and
Manroy have agreed, with the consent of the Panel, to extend the
Offer timetable set out in the Code. The 21 day deadline required
under Rule 31.7 of the Code, referred to above, will therefore be
extended to the earliest to occur of: (i) the date on which the CMA
indicates in terms satisfactory to Herstal that it does not intend
to make a Phase 2 CMA reference of the proposed acquisition of
Manroy by Herstal; (ii) the first Business Day following the date
(if applicable) on which the CMA announces its decision to make
such a Phase 2 CMA reference; and (iii) 3 July 2014, being the
first Business Day following the date which is currently the
statutory deadline by which the CMA's decision as to whether or not
to make a Phase 2 CMA reference must be announced.
A further announcement will be made as appropriate.
Offer to remain open for acceptance until further notice
The Offer, which remains subject to the terms and Conditions set
out in the Offer Document, will remain open for acceptance until
further notice. In accordance with Rule 31.2, at least 14 days'
notice will be given, before the Offer is closed, to all
shareholders who have not accepted the Offer.
Manroy Shareholders who have not yet accepted the Offer are
urged to do so:
-- if you are a holder of Manroy Shares in certificated form
(that is, not in CREST), you should complete and return the Form of
Acceptance, which accompanied the Offer Document, together with the
relevant share certificate(s) and/or other document(s) of title, to
the Receiving Agent, in accordance with the procedure set out in
the Offer Document, so as to be received as soon as possible;
or
-- if you are a holder of Manroy Shares in uncertificated form
(that is, in CREST), you should ensure that an Electronic
Acceptance through CREST is made by you or on your behalf and that
settlement occurs as soon as possible. If you are a CREST sponsored
member, you should refer to your CREST sponsor before taking any
action. Only your CREST sponsor will be able to send the TTE
Instruction(s) to Euroclear in relation to your Manroy Shares.
The Offer Document and a specimen Form of Acceptance are
available on Manroy's website at
www.manroy.com/investor_information/protectedannouncements. Further
copies of the Offer Document and the Form of Acceptance may be
obtained by contacting the Registrar, Capita Asset Services, on
0871 664 0321 from within the UK or on +44 20 8639 3399 if calling
from outside the UK. Lines are open 9.00 am to 5.30 pm (London
time) Monday to Friday.
Unless otherwise stated, terms used in this announcement have
the same meaning as given to them in the Offer Document.
Enquiries
0032 4240
FN Herstal SA 8303
Patrick Vogne, Chief Financial Officer
Olivier Van Herstraeten, General Counsel
Smith Square Partners LLP, financial adviser
to Herstal 020 3696 7260
Jonathan Coddington
Jade Jack
01252 874
Manroy Plc 177
Glyn Bottomley, Chief Executive
Paul Carter, Finance Director
Opus Corporate Finance LLP, financial and
Rule 3 adviser to Manroy 020 7025 3600
Malcolm Strang
John McElroy
Allenby Capital Limited, nomad and broker
to Manroy 020 3328 5656
Alex Price
Michael McNeilly
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer is effected solely through the
Offer Document, which, together with the Form of Acceptance (in
relation to Manroy Shareholders holding shares in certificated form
only), contains the full details, terms and conditions of the
Offer, including the details of how to accept the Offer. Any
response to the Offer should be made only on the basis of the
information contained in the Offer Document.
Smith Square Partners, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Herstal and no one else in connection with the
Offer and this announcement and will not be responsible to anyone
other than Herstal for providing the protections afforded to
clients of Smith Square Partners nor for providing advice in
connection with the Offer or this announcement or any matter
referred to herein.
Opus, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Manroy
and no one else in connection with the Offer and this announcement
and will not be responsible to anyone other than Manroy for
providing the protections afforded to clients of Opus nor for
providing advice in connection with the Offer or this announcement
or any matter referred to herein.
Allenby Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Manroy and no one else in connection with the Offer
and this announcement and will not be responsible to anyone other
than Manroy for providing the protections afforded to clients of
Allenby Capital Limited nor for providing advice in connection with
the Offer or this announcement or any matter referred to
herein.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
which are, or may be deemed to be "forward-looking statements",
which are prospective in nature. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the
boards of directors of Manroy and Herstal in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the
context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement. Manroy and Herstal assume no obligation to update or
correct the information contained in this announcement, whether as
a result of new information, future events or otherwise, except to
the extent legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date. Nothing contained in
this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Manroy or Herstal
except where expressly stated.
Publication of this announcement
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Manroy's website at:
www.manroy.com/investor_information/ProtectedAnnouncements by no
later than 12 noon on the first Business Day following this
announcement.
For the avoidance of doubt, neither the content of the website
referred to above nor the contents of any website accessible from
hyperlinks on any such website (or any other website) is
incorporated into, or forms part of, this announcement nor, unless
previously published by means of a recognised information service,
should any such content be relied upon in reaching a decision
regarding the matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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