RNS Number:0339K
API Group PLC
17 December 2007
The headline for the API Group PLC announcement released today at 08:24
under RNS No 0322K should read Open Offer to raise GBP8m.
The announcement text is unchanged and is reproduced in full below.
Not for release, publication, transmission, or distribution directly or
indirectly in or into any other jurisdiction including the United States of
America, Canada, Japan, Australia, New Zealand or the Republic of South Africa.
17 December 2007
For Immediate Release
API Group plc (the "Company")
Announcement regarding Open Offer and Amended UK Bank Facilities
API Group PLC ("API") announces a fully underwritten Open Offer to raise
approximately �8 million (before expenses).
Highlights
* Approximately �8 million (before expenses) to be raised through an
Open Offer of new Shares.
* 36 new Ordinary Shares for every 35 existing Ordinary Shares at 22.5
pence representing a discount of 10% to API's closing middle market price on
Friday 14 December, the last dealing day prior to this announcement.
* Fully underwritten by API's two largest shareholders, Steel (a 29.36%
Shareholder) and Wynnefield (a 25.91% Shareholder).
* Net proceeds of approximately �7.2 million to be used to repay �2.5
million of funds drawn down under short term bridging loan facilities which the
Company has agreed with each of Steel and Wynnefield and reduce UK Bank term
debt by way of an immediate repayment of �2 million. Balance of proceeds to be
retained by the Company for general corporate purposes.
* Key changes to UK Bank Facilities include beneficial revisions to
financial covenants.
* The Open Offer is conditional, inter alia, upon the passing at the
General Meeting of the first five Resolutions described in section 15 of the
full announcement which follows.
* Proposed waiver of the usual requirements under Rule 9 of the Takeover
Code for Steel and/or Wynnefield to make a general offer to all Shareholders in
the event that either acquires an interest in 30 per cent. or more of a Company
as a consequence of the Open Offer, subject to Independent Shareholder approval.
* Potential to delist from the Official List and seek admission to AIM
post-Open Offer.
* Irrevocable commitments received from Shareholders representing 71.3%
of the issued share capital in favour of the Resolutions (except those relating
to the Rule 9 waiver) and irrevocables received from Independent Shareholders
representing 35.7% of eligible votes in favour of the Rule 9 waiver Resolutions.
* A prospectus containing full details of the Proposals and convening
the General Meeting is expected be posted to Shareholders shortly.
Commenting on the Open Offer, Richard Wright, Non Executive Chairman, said:
"Following the announcement made on 21 September 2007 the Board has been
reviewing a number of options for meeting the Company's short and medium term
cash requirements and also reducing its UK structural indebtedness. We are
confident that the issue of new shares, fully underwritten by our two largest
shareholders, combined with the new banking facilities, represents the best way
forward.
Once the Open Offer becomes unconditional and the new credit facility comes into
effect, we are confident that API will have financing arrangements in place
which provide sufficient working capital for the Group's foreseeable
requirements. The Board believes that the new management will then be in a
position to develop and execute a comprehensive plan to turn around the
financial performance of the Group."
Enquiries
Andrew Turner, Group Chief Executive Officer, 01625 858700
API Group plc
Tim Spratt / Nicola Biles 020 7831 3113
Financial Dynamics
Nick Westlake/Bruce Garrow 020 7260 1000
Numis Securities Ltd
This summary should be read in conjunction with the detailed announcement which
follows. Section 17 of the full announcement contains the definitions of certain
terms used in this summary and the full announcement. This announcement does not
constitute, or form part of, an offer to sell, or the solicitation of an offer
to subscribe for or buy, any of the New Ordinary Shares to be issued in
connection with the Open Offer.
The Directors of API have taken all reasonable care to ensure that the
information contained in this announcement is, to the best of their knowledge,
in accordance with the facts and contains no omission likely to affect the
import of such information.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for the Company and for no one else in
relation to the Open Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Open Offer or any other matter referred to in this
announcement.
Not for release, publication, transmission, or distribution directly or
indirectly in or into any other jurisdiction including the United States of
America, Canada, Japan, Australia, New Zealand or the Republic of South Africa.
This announcement is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended. Any public offering of securities to be made in the United States will
be made by means of a prospectus that may be obtained from the issuer or selling
security holder and that will contain detailed information about the company and
management, as well as financial statements.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE
SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY
SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN
ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. ANY DECISION TO INVEST IN
THE ISSUE SHARES SHOULD ONLY BE MADE ON THE BASIS OF INFORMATION CONTAINED IN
THE PROSPECTUS.
Not for release, publication, transmission, or distribution directly or
indirectly in or into any other jurisdiction including the United States of
America, Canada, Japan, Australia, New Zealand or the Republic of South Africa.
17 December 2007
For Immediate Release
API Group plc (the "Company")
Announcement regarding Open Offer and Amended UK Bank Facilities
API Group plc ("API") announces a fully underwritten Open Offer to raise
approximately �8 million (before expenses)
1. Introduction
API Group plc announces today that it is proposing to raise approximately �8.0
million (before expenses) by means of an open offer to Shareholders. The Open
Offer of 35,557,213 new Ordinary Shares at 22.5p per share is being made to
Qualifying Shareholders on the basis of:
36 new Ordinary Shares for every 35 existing Ordinary Shares
Following the Company's announcement on 21 September 2007 that it expected a
cash shortfall in respect of its UK Bank Facilities to occur in November 2007,
the Company entered into discussions with its UK Bank and its two largest
shareholders, namely Steel and Wynnefield, and has been reviewing a number of
options for meeting its short and medium term cash requirements. The Company has
agreed with its UK Bank an amendment to its UK Bank Facilities which is
conditional inter alia upon the completion of the Open Offer. The Company has
received irrevocable commitments from Steel and Wynnefield to accept the Open
Offer and Steel and Wynnefield have also agreed to subscribe to their maximum
pro rata entitlements to the Excess Shares. In addition, Steel and Wynnefield
have agreed to subscribe for 53 per cent. and 47 per cent. (respectively) of the
New Ordinary Shares not subscribed for by Qualifying Shareholders, in accordance
with the terms of the Open Offer and Underwriting Agreement. If the Resolutions
(numbered 1 to 5 as set out in section 15 below) required to effect the Open
Offer are not passed at the General Meeting, the Open Offer will not be effected
and one of the potential consequences of this could be the Company's insolvency.
The Issue Price of 22.5 pence per share under the Open Offer represents a
discount of 10 per cent. to the closing middle market price of 25 pence per
Existing Ordinary Share on 14 December 2007, the last dealing day prior to the
announcement of the Open Offer.
In order to enable the Company to issue shares at below the 25 pence nominal
value of the Existing Ordinary Shares, the Company is proposing to effect the
Share Sub-division by dividing each Existing Ordinary Share into a 1p Ordinary
Share and a Deferred Share, and dividing each authorised and unissued ordinary
share of 25 pence into twenty five 1p Ordinary Shares. Resolutions numbered 1
and 2 as described in section 15 below will be proposed at the General Meeting
to, if passed, effect this Share Sub-division.
2. Information about API
API is a producer and distributor of speciality foils and laminated products
used primarily in the graphics and packaging industries. The main end use
markets are in premium, fast moving consumer goods such as alcoholic drinks,
perfumery, cosmetics, healthcare, speciality food and tobacco. These sectors use
high impact graphics and finishes on labelling and packaging to reinforce brand
identity. Notable brand names utilising API materials are Chivas Regal, Moet &
Chandon, Benson & Hedges, Chanel, Nurofen, Twinings and Nivea. The Group is also
a supplier to the greeting card and document security sectors.
Foils
The Group's decorative foil business is its main area of activity. The
production process involves the coating, metalising and finishing of polyester
film to a range of specifications optimised for different methods of
application, performance criteria and visual appearance. The Group also produces
a range of holographic-effect foils, which are growing in popularity due to
their increased visual impact, as well as pigment foils used for indelible
labelling and coding of components.
Manufacturing is carried out at five worldwide locations: Salford and Livingston
in the UK; New Jersey and Kansas in the US; and Shanghai in China. In general,
the Group's UK manufacturing facilities supply the European market, the US
manufacturing facilities the Americas, and China the Asian Market. However, the
Group has a number of specialist products which are manufactured at single
facilities and the Chinese plant is being developed as a source of standard foil
grades for worldwide markets.
While some foil is taken in bulk by large users, the majority is produced for
stock and cut to size, packaged and shipped to meet customer needs on a quick
turnaround basis. Competitive service levels require this activity and the
associated sales and technical support to be located close to customers.
Therefore, in addition to servicing the local customer base direct from its five
manufacturing locations, API has finishing and distribution operations in
Germany, France, Italy, the US, Australia, New Zealand and Hong Kong and has
arrangements with third party distributors for other major markets. In total,
API products are sold in more than 60 countries worldwide.
As well as decorative foils, API's plant in Salford produces bespoke, discreet
holograms for adherence to packaging and documents as a brand authentication or
security feature. These products, which are technically demanding to produce,
are sold to the tobacco, security printing and other industries, primarily on a
sub-contract basis to security solutions companies.
The Directors regard API as one of three global players in the foils market,
together with privately held Kurz of Germany and the foils division of the US
engineering conglomerate, ITW. The Directors also perceive there to be a number
of significant local competitors, most notably Crowne in the US, for whom API
acts as a distributor in certain markets and producers in China, South Korea and
Taiwan.
Laminates
API Laminates, based in Poynton, England, is a specialist producer of
decorative-effect paperboard. The operation adheres aluminium foil and
metallised polyester to paperboard resulting in a high lustre metallic finish.
The resulting product is cut into specified sheet sizes or shipped in reel form
to customers primarily in the carton printing industry. More sophisticated
finishes can also be achieved by utilising holographic foil supplied from API's
plant in Salford.
Laminates' immediate customers are the large carton printers but it is the
premium consumer products companies who specify laminated board for use in their
carton packaging. In this respect, Laminates serves substantially the same
end-use sectors as the Foils business.
The Directors believe that API Laminates is the market leader in Europe. The
Directors consider that API's significant competitors are Walki (Finland),
Picopac (Germany) and Iggesund (Sweden). There is also a large segment of the
European market served by small scale, local trade finishers using less capital
intensive, sheet-fed production technology.
3. Background to and reasons for the Open Offer
The Company announced on 21 September 2007 that it was likely to have a cash
shortfall in relation to its UK Bank Facilities during November 2007. On 19
October 2007, the Company released a trading update warning of reduced
expectations for its results for the six months ended 30 September 2007 and also
indicated that the Company was continuing to work towards a resolution of its
funding issues but had achieved improvements in its short term cash position.
The Company has meanwhile been in discussions with its UK Bank and its major
shareholders and has been reviewing a number of options for meeting short and
medium term cash requirements and also reducing its UK indebtedness. After
taking relevant advice, the Board has concluded that the best way forward is
through an issue of new shares, fully underwritten by its two largest
shareholders, namely Steel and Wynnefield, together with re-negotiated UK Bank
Facilities.
In the short term, the Company has implemented a number of measures to improve
its immediate cash position and defer the cash shortfall until the announcement
today of the Open Offer. In addition, the Company has agreed bridging loans with
each of Steel and Wynnefield to extend funding from the date of the announcement
of the Open Offer until the Company receives the proceeds from the Open Offer.
Subject to the approval of the Resolutions numbered 1 to 5 as described in
section 15 below, completion of the Open Offer and then immediate repayment of
�2 million of term debt to the UK Bank, the Company has agreed amendments to its
UK Bank Facilities. Key changes include beneficial revisions to the financial
covenants, an increase of the interest margin by 0.35 per cent. and an increase
in four scheduled repayments commencing April 2008 from �500,000 to �750,000 per
quarter.
The Directors believe that, once the Open Offer has become unconditional and the
Amended UK Bank Facilities have become effective, the Company has financing
arrangements in place which provide sufficient working capital for the Group's
present requirements, that is, for at least the next 12 months from the date of
the Prospectus. The Directors believe that the new management will then be in a
position to develop and execute a comprehensive plan, which is intended to turn
around the financial performance of the Group.
In the event that the Open Offer does not become unconditional, which would
occur inter alia in the circumstance that any of the Resolutions numbered 1 to 5
(as described in section 15 below) are not approved at the General Meeting on 9
January 2008, the UK Bank would have a right to terminate the UK Bank
Facilities, declare all outstanding monies immediately due and payable, demand
immediate repayment of these loans and enforce its security. This in turn would
trigger a default under the terms of the Steel and Wynnefield bridging loan
facilities, potentially resulting in an immediate obligation for the Company to
repay all monies drawn down under these facilities. The Group would then have a
cash shortfall of approximately �26.25 million plus accrued interest. In these
circumstances, the Group would face a high level of uncertainty over its going
concern status and would be at immediate risk of withdrawal If credit terms by
suppliers and trade credit insurers and cancellation of orders by customers.
Cognisant of their fiduciary duties in respect of insolvent trading, the
Directors would have no alternative but to conclude an immediate agreement with
the UK Bank and Steel and Wynnefield. The Board does not believe that there
would be sufficient time to explore alternative sources of finance. The
Directors believe that any new terms with existing lenders would be onerous,
including significantly increased costs of borrowing, significant fees
associated with restructuring, the likely forced sale of one or more of the
Group's businesses and possible insolvency proceedings.
4. Use of proceeds
The proceeds from the Open Offer, being approximately �7.2 million (net of
expenses), will be used to:
(i) repay any funds drawn down under the Steel and Wynnefield bridging
facilities; and
(ii) reduce the UK Bank's term debt in accordance with the Amendment and
Restatement Agreement by way of an immediate repayment of �2 million.
The balance of the proceeds will be retained by the Company for its general
corporate purposes, including the funding of working capital requirements,
maintenance capital expenditure and any restructuring or exceptional expenses.
5. Potential Delisting and admission to AIM
The Company is seeking the approval of Shareholders to permit its Ordinary
Shares to be delisted from the Official List and from trading on London Stock
Exchange's main market for listed securities, and for the Ordinary Shares to be
admitted to trading on AIM. Subject to the approval of Resolution 6 (described
in section 15 below), which requires the approval of not less than 75 per cent.
of the Shareholders (being entitled to do so) voting in person or by proxy, in
either the event that less than 25 per cent. of the Company's issued share
capital is in public hands following the completion of the Open Offer, or even
if this is not the case, if the Directors of the Company determine that a
delisting and admission to AIM is in the best interests of the Company, the
Company will make an announcement on or before 11 January 2008 that it intends
to effect such a Delisting.
6. Strategy and Prospects
The Group's executive management team has recently been replaced with the
appointment of Andrew Turner as Chief Executive Officer on 15 October 2007 and
Andrew Robertson as Group Finance Director on 1 April 2007. Mr. Turner has more
than 15 years' experience in the packaging sector and has held senior management
positions in Field Group plc, and more recently, in Alcan Inc. The Board (Mr.
Turner abstaining from forming such Board approval) believes that Mr. Turner's
combination of operational, commercial and leadership skills and experience are
highly appropriate to the challenges facing the Group at this time. Mr.
Robertson has previously held senior finance positions in Laporte plc, Jardines
and Laird plc.
Notwithstanding the fact that the new executive team has been in place for a
relatively short period, accelerated progress on the existing Group strategy,
combined with a successful outcome from a number of current initiatives, provide
potential for enhanced Group's prospects and especially the turnaround of its
financial performance in Europe.
In the Group's manufacturing operations, a programme is underway aimed at
improving efficiency through the introduction of the latest production
techniques and selective capital investment. In addition, the Group's management
has launched a cost reduction programme targeted at non-revenue generating
overheads. Savings of not less than �1 million per annum in central costs have
already been identified and the programme is now moving on to a review of the
cost base at business unit level.
The Group has a number of product innovations in the pipeline which utilise the
combined technical capabilities of the European businesses. The Directors
believe that a successful outcome of one of these developments could have a
material impact on the Group's overall short term financial performance.
Foils
In the foils market, API's traditional positioning has been based on technical
innovation and customer service. The Group has a history of innovation in
product applications such as over-printable foil, rotary coding foil and cold
foil, and has a reputation for flexibility and high levels of service, which the
Directors believe provide the basis of differentiation with customers. The
Directors' future strategy is to continue to build on the Group's existing
strengths by establishing a greater sales, technical support and distribution
presence, close to customers in key markets and by expanding the product range
to include good quality, low cost foil from China.
The Group's new distribution operation in Italy has made a good start and the
Directors anticipate that it will achieve profitable trading by mid 2008. The
Group intends to continue developing its representation in key markets, through
the extension of its network of sales and distribution centres and also by
strengthening relationships with third party distributors, especially in Eastern
Europe.
Construction of the Group's new factory in Shanghai is substantially complete
and the relocation of equipment from the existing site is well progressed and
expected to be finalised by mid-2008. Foil for export is now in production at
the new facility and its availability, especially in Europe, should provide a
significant growth opportunity while releasing UK manufacturing capacity to meet
higher added value, short run customer requirements. In addition, the completion
of the China relocation project will enable local management to refocus
attention on growing volumes, in both home and export markets.
Laminates
The Directors' strategy for Laminates is to concentrate on the packaging supply
chain for the major luxury consumer products companies in the alcoholic drinks,
beauty, healthcare and tobacco sectors. The aim is to leverage API's production
scale and technical capabilities, as well as develop synergies with the foils
business, to meet high volume, added value requirements for major brands. After
the restructuring programme carried out in the first quarter of 2007, the Group
is focusing on rebuilding sales while holding down costs and avoiding margin
dilution. Recent contract successes lead the Directors to believe this business
is well placed for a recovery. On a longer term basis, Laminates is pursuing
opportunities for its newly-announced biodegradable product line with major
retailers and brand owners.
Once the short-term position of the Group has been addressed, the Board intends
to carry out a wider strategic review of the business including the Group's
funding structure.
7. Current trading and outlook
Current Trading
In line with the Company's announcement of 19 October 2007, results for the six
month period to 30 September 2007 were below the Board's expectations and the
comparable period last year, reflecting difficult trading conditions and
underperformance in a number of the Group's businesses.
Group sales, at �47.2 million, were 7.3 per cent. lower than last year (5.6 per
cent. at constant exchange rates) due primarily to contract losses in Laminates
and weak demand in the US, partially offset by growth in the European Foils and
Holographics businesses.
The Group recorded an operating loss, before exceptional items, of �0.2 million,
compared with an operating profit of �1.0 million for the same period in 2006
and breakeven for the 6 month period ending 31 March 2007.
Exceptional items of �0.2 million (2006: �0.4 million) related principally to
severance costs offset by a gain on the sale of the Group's site in Charlotte,
US, which was closed in 2006.
Net financing costs of �1.0 million (2006: �1.2 million) reflected an increase
of �0.4 million in the Group's interest costs as a result of the higher average
debt and interest rates compensated by a UK pension plan credit of �0.3 million
(2006: �0.3 million charge).
The pension deficit, as calculated in accordance with IAS 19, reduced from �11.0
million at 31 March 2007 to �6.1 million at 30 September on the basis of the
Company's latest actuarial assessment and an improved outlook for long term
investment returns.
Outlook
The Board was pleased to announce the appointment of Andrew Turner as Group
Chief Executive with effect from 15 October 2007.
If the Group is successful in gaining the support of shareholders for the
proposed Open Offer, it will emerge with restored cash headroom and a
significantly strengthened balance sheet.
With the possible exception of the US, there are no clear indications, at this
stage, that the uncertainty in the banking sector and weakness in consumer
confidence is affecting general market demand for the Group's products.
The Group has a number of product innovations in the pipeline which utilise the
combined technical capabilities of the European businesses. The Directors
believe that a successful outcome of one of these developments could have a
material impact on the Group's overall short-term financial performance.
Volumes have recovered somewhat in Laminates and the business is benefiting from
its lower cost base, post restructuring. European foil sales are expected to
benefit from the start-up of export production at the new site in China as well
as continued growth through the new distribution operation in Italy.
An overhead cost reduction programme has been launched by the new Group
management which is expected to fully impact results from the beginning of the
next financial year.
8. Principal terms of the Open Offer
Qualifying Shareholders are being given the opportunity to subscribe under the
Open Offer for New Ordinary Shares at the Issue Price payable in full on
application and free of expenses, pro rata to their existing shareholdings, on
the following basis:
36 New Ordinary Shares for every 35 Existing Ordinary Shares
held by them and registered in their names on the Record Date and so in
proportion to any other number of Existing Ordinary Shares then held, rounded
down to the nearest whole number of New Ordinary Shares. Qualifying Shareholders
may apply for any whole number of New Ordinary Shares. Applications for Excess
Shares will be satisfied only to the extent that corresponding applications by
other Qualifying Shareholders are not made or are made for less than their pro
rata entitlements. Applications for Excess Shares will be scaled back to such
percentage of the Excess Shares as is represented by the Shareholder's
percentage interest in the total number of issued Ordinary Shares as at the
Record Date.
All of the New Ordinary Shares will be offered to Shareholders pursuant to the
Open Offer and will, to the extent not subscribed for pursuant to valid
applications (including Excess Applications) from Qualifying Shareholders under
the Open Offer, be subscribed for by each of Steel and Wynnefield pursuant to
the Open Offer and Underwriting Agreement. Steel and Wynnefield have irrevocably
undertaken to take up their own respective Open Offer Entitlements (and, in the
case of Steel, to promise that its affiliates do the same) and to make an
application for 3,785,633 and 3,340,607 New Ordinary Shares pursuant to the
Excess Application Facility (the number of such shares issued pursuant to the
Excess Application Facility to be scaled back in accordance with the terms of
the Open Offer to approximately 29.4 per cent. and 25.9 per cent. (respectively)
of the number of Excess Shares) and these are therefore not subject to the terms
of the underwriting provisions of the Open Offer and Underwriting Agreement.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the 1p Ordinary Shares. Applications have been made to the
Financial Services Authority for the New Ordinary Shares to be admitted to the
Official List and to the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on the London Stock Exchange's main market for listed
securities. It is expected that Admission will become effective and dealings in
the New Ordinary Shares will commence on 18 January 2008.
The Open Offer will not be made to Overseas Shareholders in, under or pursuant
to the Prospectus or the Application Form. The Open Offer will being made to
Overseas Shareholders, in accordance with section 90(5) of the Act, by way of
the Gazette Notice.
The Open Offer is conditional, inter alia, upon the following:
(i) the passing of the Resolutions (other than the Resolution numbered 6
described in section 15 below);
(ii) Admission becoming effective on or before 8.00 a.m. 18 January 2008
(or such later date and/or time as the Company, Numis, Steel and Wynnefield may
agree, being no later than 9.00 a.m. on 18 January 2008); and
(iii) the Open Offer and Underwriting Agreement having become
unconditional in all other respects and not having been terminated in accordance
with its terms prior to Admission.
9. The Takeover Code
Steel and its affiliates currently have a beneficial interest in 10,150,000
existing Ordinary Shares representing approximately 29.4 per cent. of the issued
share capital of the Company and Wynnefield has a beneficial interest in
8,956,800 existing Ordinary Shares representing approximately 25.9 per cent. of
the issued share capital of the Company.
Depending on the levels of take up by Qualifying Shareholders of their
entitlements to New Ordinary Shares under the Open Offer, the interests of Steel
and its affiliates and Wynnefield in the voting rights of the Company following
the Open Offer may increase to a maximum of 38.3 per cent. and 33.8 per cent.
respectively. These figures assume Steel and Wynnefield subscribe for all of the
New Ordinary Shares, other than those for which the Company has received an
irrevocable commitment from Independent Shareholders. If either Steel or
Wynnefield were to acquire additional interests in Ordinary Shares which
resulted in their respective aggregate interests in Ordinary Shares being equal
to or greater than the 30 per cent. threshold set out in Rule 9.1 of the
Takeover Code they would each normally be obliged to make a general offer to all
other Shareholders to acquire the balance of the Company's issued shares. The
Company has applied to the Takeover Panel for a waiver of Rule 9 of the Takeover
Code in order to permit each of Steel or Wynnefield to participate in the Open
Offer and the Underwriting without triggering an obligation on the part of
either Steel and/or Wynnefield to make such a general offer. The Takeover Panel
has agreed to such a waiver where the obligation arises as a result of the Open
Offer and Underwriting Agreement and subject to the approval of a majority of
the Independent Shareholders.
The Takeover Panel has agreed with the view of Steel, Wynnefield and the
Company, that it does not consider Steel and Wynnefield to be acting in concert
for the purposes of the Takeover Code.
Following the Open Offer, Steel and Wynnefield may each be interested in
Ordinary Shares which carry not less than 30 per cent. but neither will hold
more than 50 per cent. of the Company's voting share capital. Any further
increase in the number of shares in which they are respectively interested would
then be subject to the provisions of Rule 9 of the Takeover Code.
For the avoidance of doubt, this waiver, which is valid only for so long as the
authority granted
pursuant to Resolutions numbered 4 and 5 (described in section 15 below) remain
in force, applies only in respect of increases in shareholdings of Steel and
Wynnefield resulting from the Open Offer and pursuant to the Open Offer and
Underwriting Agreement and not in respect of other increases in their respective
holdings. Steel and Wynnefield and their representatives on the Board have not
taken part in any decision of the Board relating to the proposal to seek a
waiver of Rule 9 from the Takeover Panel.
The Open Offer is conditional upon each of the Resolutions 1 to 5 (described in
section 15 below) being passed, including Resolutions numbered 4 and 5 relating
to the approval by a majority of Independent Shareholders of the waiver granted
by the Takeover Panel of the obligations of Steel and Wynnefield respectively.
If any of Resolutions 1 to 5 is not passed, the Open Offer will not be effected
and Admission will not occur.
In those circumstances, neither Steel nor Wynnefield will acquire more than 30
per cent. of the issued share capital of the Company and there will be no
requirement on either to make a takeover offer under Rule 9 of the Takeover
Code.
10. Information on Steel
(a) Background information on Steel
Steel was founded in 1993 by Warren Lichtenstein. As at 30 June 2007, Steel had
approximately $2.65 billion under management which is invested in public and
private debt and equity investments in companies with market capitalisations of
up to $10 billion in the United States, Asia and Europe. In the UK, Steel has
made investments in nine listed companies.
(b) Investment strategy
Steel's investment strategies reflect a value-orientation and investment
discipline that are the result of having investments in public and private debt
and equity, as well as distressed debt over 14 years in a diverse range of
industries.
Steel's focus is on maintaining discipline with respect to purchase price,
analysing the business based on long-term value creation that can be achieved,
extensive business and financial analysis and utilising numerous resources to
maximise value post-acquisition. Steel often invests in businesses that it
believes are fundamentally sound but potentially in need of certain financial,
operational, strategic or managerial redirection to maximise value. Steel will
not typically acquire start-up companies, companies with speculative business
plans or companies that are excessively leveraged.
(c) Intentions
Steel's current intention is to remain a long term investor in the Company.
Steel has no specific intentions regarding the future business of the company
nor any strategic plans for the Company and, therefore, there are no
repercussions on employment and the locations of the Company's places of
business. Steel has no intentions to redeploy the Company's fixed assets.
Steel's long term commercial justification for underwriting the Open Offer is to
seek to prevent a company in which it has a substantial investment from facing
severe difficulties.
Steel is not proposing any change in the general nature of the Company's
business including in relation to the continued employment of the Company's
employees.
Luke Wiseman, who is responsible for research at an affiliate of Steel, is a
Non-Executive director of the Company. It is currently proposed that Mr. Wiseman
retain his office following completion of the Open Offer.
Further information on Steel will be set out in the Prospectus.
11. Information on Wynnefield
(a) Background Information on Wynnefield
Wynnefield currently has in excess of US$450 million under management.
(b) Investment strategy
Wynnefield is a long term specialist investor in small capitalisation stocks. It
employs tax effective trading strategies seeking equity ownership in undervalued
companies which will provide long term capital growth.
Wynnefield seeks to identify industry or company catalysts which will change the
perceived value of a business. It seeks to provide hedged returns, not only
through individual securities, but through the use of index futures when
research indicates systemic market, or sector, risk. Indications sought include
over-extended valuations relative to earnings potential, increasing balance
sheet risk, unfavourable marketplace changes for a company's products,
management instability, extreme speculative market moves, or the emergence of
deteriorating industry macros.
(c) Intentions
Wynnefield's current intention is to remain a long term investor in the Company.
Wynnefield has no immediate strategic plans for the Company and, therefore,
there are no repercussions on employment and the locations of the Company's
places of business. Wynnefield has no intentions to redeploy the Company's fixed
assets. Wynnefield's long term commercial justification for underwriting the
Open Offer is to seek to prevent a company in which it has a substantial
investment from facing severe difficulties.
Wynnefield is not proposing any change in composition of the Board or the
general nature of the Company's business including in relation to the continued
employment of the Company's employees.
Max Batzer, who is a portfolio manager for Wynnefield, is a Non-Executive
Director of the Company. It is currently proposed that Mr. Batzer retain his
office following completion of the Open Offer.
Further information on Wynnefield will be set out in the Prospectus.
12. General Meeting
The full terms of and conditions to the Open Offer, including the procedure for
acceptance and payment and the procedure in respect of rights not taken up, will
be set out in the Prospectus. In addition, the Prospectus will be accompanied by
a notice convening the GM. The GM is being convened for the purpose of seeking
Shareholders' approval, inter alia, for Resolutions 1 to 6 as described in
section 15 below.
13. Irrevocable commitments
The Directors have given irrevocable commitments to take up their entitlements
under the Open Offer and, as a result, the Directors will subscribe in total for
162,011 New Ordinary Shares (excluding Excess Shares to be applied for by the
Directors). This will comprise 61,714 New Ordinary Shares for Richard Wright,
14,242 for Andrew Robertson, 17,485 for Brian Birkenhead, 25,714 for Martin
O'Connell and 42,856 for Andrew Walker. The Directors will also apply in total
for 58,746 Excess Shares such applications to be scaled back in accordance with
the terms of the Open Offer to 0.46 per cent. of the number of Excess Shares.
Applications by the Directors for Excess Shares will comprise 22,378 Excess
Shares for Richard Wright, 5,164 Excess Shares for Andrew Robertson, 6,340
Excess Shares for Brian Birkenhead, 9,324 Excess Shares for Martin O'Connell and
15,540 Excess Shares for Andrew Walker. The Directors have also given
irrevocable commitments to vote in favour of the Resolutions. In addition, the
Company has received irrevocable commitments from certain other Shareholders
(including Steel and Wynnefield) to accept the Open Offer in respect of
22,501,850 New Ordinary Shares. Steel and Wynnefield have also irrevocably
committed to apply for 3,785,633 and 3,340,607 Excess Shares (respectively)
(such applications to be scaled back to 29.4 per cent. and 25.9 per cent.
(respectively) of the number of Excess Shares in accordance with the terms of
the Open Offer) and also to vote in favour of the Resolutions. The Company has
also received an irrevocably commitment, from another Shareholder, to apply for
1,033,123 Excess Shares and to vote in favour of the Resolutions.
In aggregate, irrevocable commitments have been received to accept the Open
Offer in respect of 22,663,861 New Ordinary Shares, representing approximately
63.7 per cent. of the New Ordinary Shares, and irrevocable commitments have been
received to subscribe for, in aggregate, 63.7 per cent. of the total number of
Excess Shares are subscribed for by Qualifying Shareholders. The Company has
also received irrevocable commitments from certain other Shareholders in respect
of 2,600,000 Ordinary Shares to vote is favour of the Resolutions.
In aggregate, the Company has therefore received irrevocable commitments from
Shareholders in respect of 24,634,313 Ordinary Shares, representing
approximately 71.3 per cent. of the Ordinary Shares, to vote in favour of the
Resolutions numbered 1, 2, 3 and 6. In relation to the Resolutions numbered 4
and 5, the Company has received irrevocable commitments from the Independent
Shareholders in respect of 5,527,513 Ordinary Shares, representing approximately
35.7 per cent. of the Ordinary Shares which are eligible to vote, to vote in
favour of such Resolutions.
14. Recommendation
The Board (with Messrs. Wiseman and Batzer abstaining in respect of
consideration of Resolutions numbered 4 and 5 respectively) considers that the
Open Offer and the passing of the Resolutions are in the best interests of the
Company and its Shareholders as a whole.
Accordingly, the Board (with Messrs. Wiseman and Batzer abstaining in respect of
consideration of Resolutions numbered 4 and 5 respectively) unanimously
recommends you to vote in favour of all of the Resolutions to be proposed at the
General Meeting, as it intends to do (or as the case may be, procure) in respect
of the 157,513 Ordinary Shares in which members of the Board or their spouses
are beneficially interested, representing approximately 0.5 per cent. of the
issued share capital of the Company.
The Board (other than Messrs. Wiseman and Batzer who are connected to Steel and
Wynnefield), which has been so advised by Numis, considers that the Proposals
are in the best interests of the Company and its Shareholders as a whole (and,
in the case of the Rule 9 Waivers, the Independent Shareholders as a whole). In
providing advice to the Board, Numis has taken into account the commercial
assessments of the Board.
15. Resolutions
The Resolutions to be proposed at the General Meeting:
1. As an ordinary resolution: that, immediately prior to Admission, each
of the existing authorised and issued ordinary shares of 25 pence each in the
capital of the Company shall be subdivided so as to create:
(a) one ordinary share of 1 pence ranking pari passu in all respects with
the existing ordinary shares of 25 pence each in the capital of the Company; and
(b) one Deferred Share.
2. As an ordinary resolution: that, each of the existing authorised and
unissued ordinary shares of 25 pence each in the capital of the Company shall be
subdivided to create twenty five ordinary shares of 1 pence each, each such
share ranking pari passu with the existing ordinary shares of 25 pence each in
the capital of the Company.
3. As an ordinary resolution: that, subject to the passing of the
resolutions numbered 1, 2, 4 and 5 as described in this section 15, the
Directors shall be generally and unconditionally authorised in accordance with
Section 80 of the Companies Act 1985 to exercise all the powers of the Company
to allot relevant securities (as defined in Section 80(2) of that Act) of the
Company with a nominal value of up to �589,327.88 to such persons, at such times
and on and subject to such terms and conditions as the Directors may determine.
4. As an ordinary resolution: that, subject to the passing of
resolutions 1, 2, 3 and 5 as described in this section 15, the waiver granted by
the Panel on Takeovers and Mergers of the obligations that would otherwise arise
on the Steel Partners II, L.P. under Rule 9 of the City Code on Takeovers and
Mergers for Steel Partners II, L.P. to make a general offer to the shareholders
of the Company as a result of the issue to it of the New Ordinary Shares (as
defined in the prospectus issued to the Shareholders of the Company on or around
17 December 2007) pursuant to which Steel Partners II, L.P. may become the
holders of up to 26,858,187 new ordinary shares of 1 pence each representing up
to 38.3 per cent. of the issued share capital of the Company pursuant to the
Underwriting, be and is hereby approved.
5. As an ordinary resolution: that, subject to the passing of
resolutions 1, 2, 3 and 4 as described in this section 15, the waiver granted by
the Panel on Takeovers and Mergers of the obligations that would otherwise arise
on the Wynnefield Capital Inc. under Rule 9 of the City Code on Takeovers and
Mergers for Wynnefield Capital Inc. to make a general offer to the shareholders
of the Company as a result of the issue to it of the New Ordinary Shares (as
defined in the prospectus issued to the Shareholders of the Company on or around
17 December 2007) pursuant to which Wynnefield Capital Inc. may become the
holders of up to 23,702,803 new ordinary shares of 1 pence each representing up
to 33.8 per cent. of the issued share capital of the Company pursuant to the
Open Offer Underwriting be and is hereby approved.
6. As a special resolution: that, if following the closing date for the
open offer made by the Company to its shareholders in accordance with the terms
of the prospectus to be issued by the Company on or around 17 December 2007
("Prospectus"), either:
(a) less than 25 per cent. of the Company's ordinary share capital is
expected to be in public hands for the purpose of Listing Rule 9.2.15
immediately following Admission (as defined in the Prospectus); or
(b) if the board of directors of the Company otherwise determines,
and in either case, providing an announcement of either circumstance (a) or (b)
occurring is made by the Company on or before 11 January 2008, the listing of
the Company's ordinary shares on the official list of the UK Listing Authority
and trading of the Company's ordinary shares on London Stock Exchange plc's
market for listed securities shall be cancelled no less than 20 business days
after the date of such announcement and the Company shall apply for its ordinary
shares to be admitted to trading on AIM (the market operated by the London Stock
Exchange plc).
16. Expected Timetable of Events
Record Date for entitlement under the Open Offer close of business on 13 December 2007
Posting of Prospectus and Application Forms 17 December 2007
Open Offer Entitlements credited to stock accounts of 18 December 2007
Qualifying CREST Shareholders in CREST
Recommended latest time for requesting withdrawal of 4.30 p.m. on 3 January 2008
Open Offer Entitlements from CREST
Latest time and date for receipt of Forms of Proxy 2.00 p.m. on 7 January 2008
Latest time for depositing Open Offer Entitlements into 3.00 p.m. on 7 January 2008
CREST
Latest time and date for splitting of white Application 3.00 p.m. on 8 January 2008
Forms and blue Excess CREST Application Forms (to
satisfy bona fide market claims only)
General Meeting 2.00 p.m. on 9 January 2008
Latest time and date for receipt of completed white 11.00 a.m. on 10 January 2008
Application Forms and blue Excess CREST Application
Forms and payment in full under the Open Offer or
settlement of relevant CREST instruction
Admission and commencement of dealings in New Ordinary 8.00 a.m. on 18 January 2008
Shares
CREST members' accounts credited in respect of New 18 January 2008
Ordinary Shares in uncertificated form
Despatch of definitive share certificates for New 23 January 2008
Ordinary Shares in certificated form by no later than
Changes to this expected timetable of events will be notified to RNS and/or
shareholders as appropriate.
17. Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"1p Ordinary Shares" ordinary shares in the capital of the Company with a nominal value of
one pence each to be created by the Share Sub-division
''�'' pounds sterling
the Companies Act 1985, as amended, and, to the extent in force, the
Companies Act 2006
"Act"
admission of the New Ordinary Shares to:
''Admission'' (i) the Official List; and
(ii) trading on the London Stock Exchange's main market
for listed securities becoming effective in accordance with,
respectively, the Listing Rules and the Admission and Disclosure
Standards
the requirements contained in the publication dated 1 November 2007 (as
amended from time to time) containing, amongst other things, the
"Admission and Disclosure Standards" admission requirements to be observed by companies seeking admission to
trading on the London Stock Exchange's main market for listed securities
"AIM" AIM, a market operated by London Stock Exchange
"Amended UK Bank Facilities" the UK Bank facilities as amended by the Amendment and Restatement
Agreement
"Amendment and Restatement Agreement the amendment and restatement agreement dated 17 December 2007, details
" of which are set out in the prospectus
"API" or "Company" API Group plc
"API Group" or "Group" API and its direct and indirect subsidiaries
"Application Form'' the white Application Form or the blue Excess CREST Application Form as
the case may be (and "Application Forms" shall mean both) and which
shall accompany the Prospectus when sent to Qualifying Shareholders
(other than certain Overseas Shareholders)
''Articles'' the articles of association of the Company
"blue Excess CREST Application Form" the blue Excess CREST Application Form on which Qualifying CREST
Shareholders may apply for New Ordinary Shares in excess of their pro
rata entitlement
''certificated'' or ''in a share or other security which is not in uncertificated form (that is,
certificated form'' not in CREST)
''CREST'' the relevant system (as defined in the CREST Regulations) in respect of
which Euroclear UK & Ireland is the operator (as defined in the CREST
Regulations)
"CREST Member" a person who has been admitted by Euroclear UK & Ireland as
a system member (as defined in the CREST Regulations)
"Deferred Shares" deferred shares in the capital of the Company with a nominal
value of 24 pence each to be created by the Share Sub-division
''Directors'' or ''Board'' the directors of the Company
"Excess Application" application for Excess Shares using the Excess Application Facility
"Excess Application Facility" the facility to apply for Excess Shares
"Excess Shares" New Ordinary Shares which may be applied for in addition to
Open Offer Entitlements
''Executive Directors'' each of Andrew Turner and Andrew Robertson
''Existing Ordinary Shares'' the 34,569,513 ordinary shares of 25 pence each in the capital of the
Company in issue at the date of this document
''Financial Services Authority'' the competent authority for the purposes of FSMA
or "FSA"
"Foils" API's foils division, comprising manufacturing and sales and
distribution operations in Europe, North America and Asia Pacific
''FSMA'' Financial Services and Markets Act 2000 (as amended)
"Gazette Notice" a notice to be published in the London Gazette pursuant to section 90(5)
of the Companies Act 1985, to make the Open Offer to Overseas
Shareholders
''General Meeting'' or ''GM'' a general meeting of the Company expected to be convened for 2.00 p.m.
on 9 January 2008 and any adjournment thereof (such meeting being an "
extraordinary general meeting" for the purposes of the Company's
Articles) for the purpose of considering the Resolutions
''Group'' the Company and its subsidiaries
"Holographics" the Group's business of designing and manufacturing holographic products
for use in packaging and as a security measure
"Independent Shareholders" Shareholders, excluding Steel and Wynnefield
''Issue Price'' Pence per New Ordinary Share
"Kurz" Lenhard Kurz GmbH & Kg, a company based in Germany which competes with
the Group in the manufacture and supply of Foils
"Laminates" the Group's business of manufacturing laminated paper and
boards for use in packaging
''Listing Rules'' the listing rules made by the UK Listing Authority for the
purpose of Part VI of FSMA
''London Stock Exchange'' London Stock Exchange plc
''Numis" Numis Securities Limited, registered in England and Wales with company
no. 2285918, being a company regulated in the UK by the FSA and
appointed by API as its broker and sponsor
''New Ordinary Shares'' the 35,557,213 new 1p Ordinary Shares to be issued pursuant to the Open
Offer
''Non-Executive Directors'' the Directors, other than the Executive Directors
''Official List'' the Official List of the UK Listing Authority
''Open Offer'' the conditional offer inviting Qualifying Shareholders to subscribe for
the New Ordinary Shares at the Issue Price
''Open Offer and Underwriting" the conditional agreement dated 17 December 2007 and made between the
Company and (1); Numis (2); Steel (3) and Wynnefield (4) relating to the
Open Offer, Underwriting and Admission
''Open Offer Entitlements'' the pro rata entitlements to subscribe for New Ordinary Shares
allocated to Qualifying Shareholders pursuant to the Open Offer "
Ordinary Shares" ordinary shares in the capital of the Company, being
either ordinary shares with a nominal value of 25 pence each prior to
the Share Sub-division, or 1p Ordinary Shares, after the Share
Sub-division
''Overseas Shareholders'' Shareholders with registered addresses in, or who are citizens,
residents or nationals of, jurisdictions outside the United Kingdom
"Proposals" the Share Sub-division, the Open Offer and the Rule 9 Waivers
''Prospectus'' the prospectus, prepared in accordance with the Prospectus Rules and the
Listing Rules made by the UKLA for the purpose of Part VI of FSMA and
expected to be sent out shortly containing details of the Open Offer and
the notice convening the General Meeting
''Prospectus Rules'' the prospectus rules made by the UK Listing Authority for the
purpose of Part IV of FSMA
''Qualifying CREST Shareholders'' Qualifying Shareholders holding Existing Ordinary Shares in a
CREST account
''Qualifying non-CREST" Qualifying Shareholders holding Existing Ordinary Shares in certificated
form
''Qualifying Shareholders'' Shareholders on the register of members of the Company at the
Record Date
''Record Date'' the close of business on 13 December 2007 being the latest time by which
transfers of Existing Ordinary Shares must be received for registration
by the Company in order to allow transferees to be recognised as
Qualifying Shareholders
''Resolutions'' the resolutions to be proposed at the General Meeting as described in
section 15 of this announcement
"Rule 9" rule 9 of the Takeover Code
"Rule 9 Waiver" the waiver of Rule 9 referred to in the letter from the Chairman, which
waives any requirement on Steel and Wynnefield to make an offer for the
shares in the capital of the Company not already owned by them on a
result of them holding more than 30 per cent. of the ordinary share
capital of the Company immediately following Admission
"Share Sub-division" the sub-division of API's Existing Ordinary Shares to create 1p Ordinary
Shares and Deferred Shares, to be effected by passing the Resolutions
numbered 1 and 2 described in section 15 above at the GM
''Shareholders'' holders of Existing Ordinary Shares
"Steel" Steel Partners II, L.P
''Takeover Code'' the City Code on Takeovers and Mergers
"Takeover Panel" the Panel on Takeovers and Mergers
''UK'' or ''United Kingdom'' the United Kingdom of Great Britain and Northern Ireland, its
territories and dependencies
"UK Bank" Barclays Bank plc
"UK Bank Facilities" the Group's bank facilities which are provided by the UK Bank for
utilisation by the UK Group
"UK Group" the Company, API Foils Limited, API-Stace Limited, API Holographics
Limited, Learoyd Group Limited, API Laminates Limited, API Group
Services Limited and API Overseas Holdings Limited
''UK Listing Authority'' or ''UKLA'' the Financial Services Authority acting in its capacity as the competent
authority for the purposes of FSMA
''uncertificated'' or ''in recorded on the register of members as being held in uncertificated form
uncertificated in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST
form''
"Underwriting" each of Steel and Wynnefield undertaking to subscribe for the New
Ordinary Shares which are not subscribed for by Qualifying Shareholders
(other than in respect of their own Open Offer Entitlements which each
of Steel and Wynnefield have respectively irrevocably undertaken to take
up), pursuant to the terms of the Open Offer and Underwriting Agreement
''United States'' or "US" the United States of America, its territories and dependencies
"White Application Form" the white application form to be used by Qualifying non CREST
Shareholders (and if required in accordance with the terms of the Open
Offer, by Qualifying CREST Shareholders to accept the Open Offer
"Wynnefield" Wynnefield Capital Inc., as umbrella general manager for each of
Wynnefield Partners Small Cap Value, LP 1, Wynnefield Partners Small Cap
Value, LP, Wynnefield Small Cap Value Offshore Fund, Ltd. and Channel
Partnership IILP
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "
undertaking" and "associated undertaking" have the meanings given by the
Companies Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule
4A to the Companies Act 1985).
Enquiries
Andrew Turner, Group Chief Executive Officer, 01625 858700
API Group plc
Tim Spratt / Nicola Biles 020 7831 3113
Financial Dynamics
Nick Westlake/Bruce Garrow 020 7260 1000
Numis Securities Ltd
This announcement does not constitute, or form part of, an offer to sell, or the
solicitation of an offer to subscribe for or buy, any of the New Ordinary Shares
to be issued in connection with the Open Offer.
The Directors of API have taken all reasonable care to ensure that the
information contained in this announcement is, to the best of their knowledge,
in accordance with the facts and contains no omission likely to affect the
import of such information.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for the Company and for no one else in
relation to the Open Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Open Offer or any other matter referred to in this
announcement.
Not for release, publication, transmission, or distribution directly or
indirectly in or into any other jurisdiction including the United States of
America, Canada, Japan, Australia, New Zealand or the Republic of South Africa.
This announcement is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended. Any public offering of securities to be made in the United States will
be made by means of a prospectus that may be obtained from the issuer or selling
security holder and that will contain detailed information about the company and
management, as well as financial statements.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE
SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY
SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN
ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. ANY DECISION TO INVEST IN
THE ISSUE SHARES SHOULD ONLY BE MADE ON THE BASIS OF INFORMATION CONTAINED IN
THE PROSPECTUS.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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