TIDMBRAM
RNS Number : 8895P
Brammer PLC
23 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
23 November 2016
RECOMMED CASH OFFER
for
Brammer plc ("Brammer")
by
AI Robin Limited ("Bidco")
a wholly-owned subsidiary of funds managed by
Advent International Corporation ("Advent International" or
"Advent")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary and highlights
-- The boards of Bidco and Brammer are pleased to announce that
they have reached agreement on the terms of a recommended all cash
offer for the entire issued and to be issued ordinary share capital
of Brammer by Bidco (the "Offer").
-- Under the terms of the Offer, each Brammer Shareholder will be entitled to receive:
For each Brammer Share held 165 pence in cash
-- The Offer values the entire issued and to be issued ordinary
share capital of Brammer at approximately GBP221.5 million on a
fully diluted basis, and represents:
o a premium of approximately 69.2 per cent. to the Closing Price
per Brammer Share of 97.5 pence on 22 November 2016 (being the
latest practicable date prior to this Announcement); and
o a premium of approximately 80.3 per cent. to the volume
weighted average price of 91.5 pence per Brammer Share for the
period between the Brammer trading update on 7 October 2016 and 22
November 2016 (being the latest practicable date prior to this
Announcement).
-- The recent strategic review of Brammer's business (the
"Business Review"), initiated by the Board of Brammer, has
confirmed a number of key strengths of the Brammer Group and also
identified a number of material operational issues and the key
actions needed to address these issues.
-- The Board of Brammer has considered that addressing the
operational issues to deliver a turnaround of the business as a
listed company would be complex, require significant structural and
behavioural changes, incur significant cash reorganisation costs
and take at least three years to implement and would, therefore,
carry significant execution risk and uncertainty for a public
company.
-- The Board of Brammer also recognises the financial and
commercial value of the partnership with Advent given the latter's
operational expertise and significant experience in the
distribution and power manufacturing sectors. In addition, Advent's
significant equity investment will greatly reduce the Company's
debt burden, thereby improving Brammer's operational
flexibility.
-- The Board of Brammer therefore believes that the Offer
provides increased value and certainty for Brammer Shareholders
compared with the risk-adjusted potential value that could be
delivered by the actions designed to turnaround the business as a
listed company, which itself is conditional upon a significant
refinancing of the Brammer Group.
-- In light of this, the Brammer Directors, who have been so
advised by Investec, consider the terms of the Offer to be fair and
reasonable. In providing advice to the Brammer Directors, Investec
has taken into account the commercial assessments of the Brammer
Directors. Investec is providing independent financial advice to
the Brammer Directors for the purposes of Rule 3 of the Code.
-- Accordingly, the Brammer Directors intend to recommend
unanimously that Brammer Shareholders vote in favour of the Scheme
at the Court Meeting and the resolution to be proposed at the
General Meeting, as the Brammer Directors who hold Brammer Shares
have irrevocably undertaken to do in respect of their own
beneficial holdings, amounting in aggregate to 124,275 Brammer
Shares and representing approximately 0.10 per cent. of the issued
share capital of Brammer as at 22 November 2016 (being the latest
practicable date prior to publication of this Announcement).
-- Bidco has received irrevocable undertakings from certain
other Brammer Shareholders holding, in aggregate, 14,873,071
Brammer Shares representing approximately 11.49 per cent. of the
existing issued share capital of Brammer to vote in favour of the
Scheme at the Court Meeting and the General Meeting.
-- Bidco has also received a non-binding letter of intent from a
Brammer Shareholder holding, in aggregate, 5,162,079 Brammer Shares
representing approximately 3.99 per cent. of the existing issued
share capital of Brammer stating its intention to vote in favour of
the Scheme at the Court Meeting and the General Meeting.
-- Therefore, Bidco has received irrevocable undertakings or
letters of intent with respect to, in aggregate, 20,159,425 Brammer
Shares representing approximately 15.58 per cent. of the existing
issued share capital of Brammer.
-- Advent International is a large and experienced global
private equity investor. The firm has invested in more than 315
private equity transactions in 40 countries and, as of 30 June
2016, had $40 billion in assets under management. Advent has a long
and successful track record of investing in both the distribution
and power manufacturing sectors.
-- It is intended that the Offer will be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (or, if Bidco elects, with the consent of the Panel,
a takeover offer under Part 28 of the Companies Act).
-- The Offer will be put to Brammer Shareholders at the Court
Meeting and at the General Meeting. In order to become effective,
the Scheme must be approved by a majority in number of the Brammer
Shareholders voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Brammer
Shares voted. In addition, a special resolution implementing the
Scheme must be passed by Brammer Shareholders representing at least
75 per cent. of the votes cast at the General Meeting.
-- The Scheme Document, containing further information about the
Offer and notices of the Court Meeting and the General Meeting,
will be published as soon as practicable and, in any event, within
28 days of this Announcement.
Commenting on the Offer, Bill Whiteley, Chairman of the Board of
Brammer, said:
"The Board of Brammer has evaluated the Offer in the context of
the strategic, operational and financial issues highlighted by the
Business Review and the nature, extent and timescale of the actions
needed to address these issues. Accordingly, the Board is
unanimously recommending the Offer which represents an opportunity
for Brammer Shareholders to realise value for their investment in
cash at an attractive premium to the current share price. Advent is
a leading global private equity firm, and its proposal provides a
high degree of certainty for Brammer's Shareholders, employees and
customers."
Commenting on the Offer, Jan Janshen, a Managing Partner of
Advent, said:
"We have admired Brammer's business for some time and are
delighted to have the opportunity to partner with Brammer to
further strengthen its leading position in the European industrial
MRO distribution market. Advent's deep sector expertise and our
operational focus will help Brammer to execute a turnaround
strategy and strengthen its commitment to its customers and
suppliers."
This Summary should be read in conjunction with, and is subject
to, the full text of this Announcement. The Offer will be subject
to the Conditions and further terms set out in Appendix I to this
Announcement and to the full terms and conditions which will be set
out in the Scheme Document. Appendix II to this Announcement
contains the sources and bases of certain information contained in
this Announcement, Appendix III contains a summary of the
irrevocable undertakings received in relation to the Offer and
Appendix IV contains definitions of certain expressions used in
this summary and in this Announcement.
Further Information
Weil, Gotshal & Manges are providing legal advice to Advent
and Bidco. White & Case LLP are providing legal advice to
Brammer. Investec Bank plc is acting as financial adviser and joint
broker to Brammer. Citigroup Global Markets Limited is acting as
lead financial adviser and broker to Bidco and Advent and HSBC Bank
plc is acting as financial adviser to Advent.
Enquiries:
Brammer plc +44 (0) 207 796
4133 (via Hudson
Sandler)
Bill Whiteley, Chairman
Meinie Oldersma, Group Chief Executive
Duncan Magrath, Finance Director
Investec Bank plc
(Financial adviser and joint broker +44 (0) 207 597
to Brammer) 4000
Chris Treneman
James Rudd
William Godfrey
Peel Hunt LLP +44 (0) 207 418
(Joint broker to Brammer) 8900
Mike Bell
Matthew Brooke-Hitching
Hudson Sandler LLP +44 (0) 207 796
(PR adviser to Brammer) 4133
Andrew Hayes
Cat Valentine
Bidco
Advent International
(FTI Consulting)
+44 (0) 203 727
Fergus Wheeler 1522
+44 (0) 203 727
Louisa Feltes 1166
Citigroup Global Markets Limited
(Lead financial adviser and broker +44 (0) 207 986
to Bidco and Advent) 4000
Jan Skarbek
Alex de Souza
Robert Redshaw (Corporate Broking)
Luke Spells
Important notices
Citigroup Global Markets Limited, which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA") and the PRA, is
acting as lead financial adviser to Bidco and Advent and for no one
else in connection with the Offer and will not be responsible to
anyone other than Bidco and Advent for providing the protections
afforded to its clients nor for providing advice in relation to the
Offer, the contents of this announcement or any other matters
referred to in this announcement.
HSBC Bank plc ("HSBC") is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom and is acting exclusively
for Advent and no one else in connection with the Offer and other
matters referred to in this announcement and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the Offer or any other matters referred to in
this announcement and is not, and will not be, responsible to
anyone other than Advent for providing the protections afforded to
its clients or for providing advice in relation to the Offer, the
contents of this announcement or any transaction or arrangement
referred to in this announcement.
Investec Bank plc is authorised by the PRA and regulated by the
FCA and the PRA in the UK. Investec Bank plc is acting exclusively
as financial adviser to Brammer and no one else in connection with
the Offer and will not be responsible to anyone other than Brammer
for providing the protections afforded to clients of Investec Bank
plc nor for providing advice in connection with the Offer or any
matter referred to herein.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise, nor shall there be any purchase, sale or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation or sale or exchange would be
unlawful prior to the registration or qualification under the laws
of such jurisdiction. The Offer will be made solely by means of the
Scheme Document or any document by which the Offer is made which
will contain the full terms and Conditions of the Offer, including
details of how to vote in respect of the acquisition.
This Announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Brammer will prepare the Scheme Document to be distributed to
Brammer Shareholders at no cost to them. Brammer and Advent urge
Brammer Shareholders to read the Scheme Document when it becomes
available because it will contain important information relating to
the Offer.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to the
Overseas Shareholders will be contained in the Scheme Document. 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 Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Offer relates to shares of a UK company and is proposed to
be effected by means of a scheme of arrangement under the laws of
England and Wales. Neither the US proxy solicitation rules nor the
tender offer rules under the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act") apply to the Offer. Accordingly,
the Offer is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. However, if Bidco were to elect
to implement the Offer by means of a takeover offer, such takeover
offer would be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a takeover would be made in the
United States by Bidco and no one else. In addition to any such
takeover offer, Advent, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in Brammer outside such
takeover offer during the period in which such takeover offer would
remain open for acceptance. If such purchases or arrangements to
purchase were to be made, they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this document. Any representation to the contrary is a
criminal offence in the United States.
Brammer's financial statements, and all financial information
that is included in this Announcement or that may be included in
the Scheme Document, have been 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.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Offer 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 offer by
any such 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 all documents relating to the Offer 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 Offer (including custodians, nominees and
trustees) must observe these restrictions and 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.
The availability of the Offer to Brammer Shareholders who are
not resident in the United Kingdom 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 Offer will be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange, the FCA and the
UKLA.
Forward looking statements
This Announcement contains statements about Bidco and Brammer
that are or may be forward looking statements. These statements are
based on the current expectations of the management of Bidco and
Brammer and are naturally subject to uncertainty and changes in
circumstances. All statements, including the expected timing and
scope of the Offer, other than statements of historical facts
included in this Announcement may be forward looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" 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 Bidco's or Brammer's operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on Bidco's or Brammer's business.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, such forward
looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied
in any forward looking statements. These factors include, but are
not limited to, the satisfaction of the conditions to the Offer, as
well as additional factors, such as changes in political and
economic conditions, changes in the level of capital investment,
retention of key employees, changes in customer habits, success of
business and operating initiatives and restructuring objectives,
impact of any acquisitions or similar transactions, changes in
customers' strategies and stability, competitive product and
pricing measures, changes in the regulatory environment,
fluctuations or interest and exchange rates, the outcome of any
litigation. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward looking statements, which speak only as of the date
hereof. Each of Bidco and Brammer disclaims any obligation to
update publicly or revise any forward looking or other statements
contained herein, whether as a result of new information, future
events or otherwise, except as required by applicable law.
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 Brammer for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Brammer.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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 p.m. (London time) on the 10th business day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (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 one per cent. 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,
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 p.m. (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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
In accordance with Rule 2.9 of the Code, Brammer confirms that
its current issued share capital comprises 129,404,481 ordinary
shares of 20 pence each. The International Securities
Identification Numbers for Brammer shares are GB0001195089.
Publication on website
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Brammer's website at
investor.brammer.biz by no later than 12.00 p.m. on the Business
Day following this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
You may request a hard copy of this Announcement by contacting
Citigroup Global Markets Limited on +44 (0)207 986 4000. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form.
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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
23 November 2016
RECOMMED CASH OFFER
for
Brammer plc ("Brammer")
by
AI Robin Limited ("Bidco")
a wholly-owned subsidiary of funds managed by
Advent International Corporation ("Advent International" or
"Advent")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Bidco and Brammer are pleased to announce that
they have reached agreement on the terms of a recommended cash
offer pursuant to which Bidco will acquire the entire issued and to
be issued share capital of Brammer (the "Offer"). The Offer is to
be effected by means of a scheme of arrangement under Part 26 of
the Companies Act.
2. The Offer
Under the terms of the Offer, which will be subject to
Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document, Brammer
Shareholders will be entitled to receive:
For each Brammer Share 165 pence in cash
The Offer values the entire issued and to be issued ordinary
share capital of Brammer at approximately GBP221.5 million on a
fully diluted basis, and represents:
-- a premium of approximately 69.2 per cent. to the Closing
Price per Brammer Share of 97.5 pence on 22 November 2016 (being
the latest practicable date prior to this Announcement); and
-- a premium of approximately 80.3 per cent. to the volume
weighted average price of 91.5 pence per Brammer Share for the
period between the Brammer trading update on 7 October 2016 and 22
November 2016 (being the latest practicable date prior to this
Announcement).
It is currently expected that the Scheme Document will be
published in early December 2016, that the Court Meeting and the
General Meeting will be held in early January and that the Scheme
will become Effective by the beginning of February.
3. Conclusions of the Business Review
On 4 August 2016, the Board of Brammer announced that it had
initiated a detailed business review (the "Business Review") which
would be taken forward by Meinie Oldersma, the new Chief Executive
Officer of the Brammer Group. The Business Review, which has been
undertaken with the assistance of external advisers, was tasked
with confirming the opportunity for pan-European industrial product
distribution businesses, the key market drivers and medium term
margin potential as well as identifying the actions needed to
improve the operational and financial performance of the Brammer
Group and secure an appropriate capital structure for the medium
term.
This Business Review was initiated in response to a period of
deteriorating financial and operating performance over the last
three years during which profitability and free cash flow
generation had reduced significantly and underlying average net
debt had increased significantly. The Board of Brammer recognised
that the reasons for the Brammer Group's poor performance went
beyond the increasingly challenging market conditions in the
Brammer Group's core geographic regions during 2016 and, therefore,
initiated a number of management changes.
The Business Review has confirmed a number of key strengths of
the Brammer Group, namely: its strong European footprint; leading
position in a number of geographic markets; strong customer focus;
and broad product range. Moreover, the Business Review has
confirmed that, whilst the industrial product distribution market
is both competitive and fragmented, there is an opportunity for
Brammer to improve its performance and return to historical
operating profit margins and increase its return on capital
employed in the medium term through an enhanced focus on the
Brammer Group's core customer and product offering.
The Business Review has also identified a number of material
operational issues within the business, specifically:
-- a previous focus on top-line growth has meant that the
Brammer Group has lost focus in some of its core products and
markets;
-- a focus on large accounts has driven strong growth with those
customers instead of SME customers, who represent a significant
proportion of the Brammer Group's overall revenue and
contribution;
-- inefficiencies in the distribution network and insufficient
use of third party logistics solutions;
-- over-stocking as a result of the focus on top-line growth;
-- the vending offering has been rolled out without sufficient
regard to the underlying profitability and capital investment
required, particularly given the associated central infrastructure;
and
-- some of the Brammer Group's acquisitions in recent years have
not been successfully integrated and have failed to deliver
satisfactory results.
The Business Review has also identified the following key
actions and commercial disciplines needed to address these material
operational issues, including:
-- reinvigorate sales initiatives and channels with SMEs without losing focus on Key Accounts;
-- revise the "go to market" strategy, including vending, to focus on profitable activity;
-- improved management of existing contractual agreements in
accordance with commercial terms; and
-- improved efficiency in the distribution network.
In addition to these short term actions, a number of additional
medium and longer term initiatives would be required to reposition
the business and improve its operational processes, systems and
performance, including the development of a full e-commerce
capability and improved product category management, while also
delivering customer service level improvements.
4. Background to the Offer
In September 2016 Advent made an initial approach to the Board
of Brammer with regard to a well-researched and developed potential
offer for the Company. Whilst the Board of Brammer concluded that
its primary focus should be to complete the ongoing Business Review
and preparations to secure the future of the business, it agreed to
provide Advent with certain limited financial and other information
on the Brammer Group. Following further discussions, additional
detailed information was then made available to Advent in order to
allow it to formalise an offer proposal for the Brammer Group.
5. Brammer trading update
On 7 October 2016 the Brammer Group announced an update on the
Brammer Group's trading for Q3 and financial position. In this
announcement the Board of Brammer reported that, despite the
initiatives in 2016 to reduce the level of stock and reduce the
capex investment in vending, the difficult trading environment and
the weakening of sterling meant that it was likely that, unless
amended or waived, one or more of the Brammer Group's financial
covenants would be breached at 31 December 2016.
Against this backdrop, the Brammer Group also announced its
intention to strengthen its capital structure through an equity
issue and that it had secured an underwritten equity standby
facility for up to GBP100 million. Whilst this facility remains in
place, it is conditional on the Brammer Group securing appropriate
covenant amendments and committed debt facilities for its medium
term requirements from its lending banks and US private placement
note holder.
Since the trading update on 7 October 2016, overall trading has
been in line with the Board's revised expectations, with some
improvement in sales per working day ("SPWD") in the UK, France and
the Nordics and a further decline in Germany and the Other
territories. Bearings and Power Transmission SPWD continued to
decline, offset by improvement in Tools & General Maintenance.
Overall the Board's expectations for the full year remain
unchanged, although if bearing sales continue to fall this would
provide further commercial challenges.
In light of the initiatives to improve the Group's performance
and reduce its product range, the Board has revisited the
application of the Group's stock provisioning policy and expects to
reduce the stock value by approximately GBP15m, which would be
taken as a one-off, non-cash item in the current year results. This
increased provision principally relates to non-selling stock and
non-core products held in small quantities.
In addition, the Board will be further reviewing the value of
goodwill on the Group's balance sheet relating to the business in
the Nordics, Italy, Belgium and Czechia as part of the normal year
end process.
The Group's net debt continues to reflect the typical material
working capital outflow between reporting periods and as at 31
October 2016 was GBP193 million.
6. Background to and reasons for the Recommendation
The Board of Brammer has evaluated Advent's proposal in the
context of the strategic, operational and financial issues
highlighted by the Business Review and is unanimously recommending
the Offer to Brammer Shareholders. In reaching its decision to
recommend the Offer, the Board of Brammer has taken the following
considerations into account:
-- the Offer represents an opportunity for Brammer Shareholders
to realise value for their investment in cash at an attractive
premium to the current Brammer share price, specifically:
o a premium of approximately 69.2 per cent. to the Brammer share
price of 97.5 pence per share as at the close of business on 22
November 2016; and
o a premium of approximately 80.3 per cent. to the volume
weighted average price of Brammer Shares of 91.5 pence per share
between the Brammer Group's trading update on 7 October 2016 and 22
November 2016.
-- addressing the operational issues to deliver a turnaround of
the business as a listed company would be complex, require
significant structural and behavioural changes, incur significant
cash reorganisation costs and take at least three years to
implement and would therefore carry significant execution risk and
uncertainty for a public company;
-- an equity recapitalisation of the Brammer Group on a
standalone basis would carry significant execution risk as well as
additional capital cost for Brammer Shareholders;
o the likely requirement for additional equity has now increased
to at least GBP130 million and remains conditional on the Brammer
Group securing appropriate covenant amendments and new medium term
committed debt facilities from its lending banks and US Private
Placement note holder;
o whilst the Brammer Group has maintained an active dialogue
with its lending banks and loan note holder, there is no certainty
that the required covenant amendments and new committed debt
facilities would be agreed and failure to complete the equity issue
and/or renegotiation of the Brammer Group's debt facilities could
result in there being reduced or no equity value for Brammer
Shareholders;
-- Brammer's disappointing financial and operational performance over the last three years;
-- the current macro-economic and trading environment which remains very challenging;
-- the Brammer Group's dependence upon its relationships and
terms of trade with its key suppliers and the potential impact from
the ongoing initiatives to improve the Brammer Group's working
capital, including stock levels;
-- the financial and commercial value of the partnership with
Advent given the latter's operational expertise and significant
experience in the distribution and power manufacturing sectors;
and
-- the equitisation and significant deleveraging of Brammer's
capital structure through Advent's investment, which would greatly
improve the Brammer Group's prospects for the benefit of all of its
stakeholders, including customers, suppliers, employees and the
Brammer Group's pension fund.
In summary, the Board of Brammer believes that the Offer
provides greater value and certainty for Brammer Shareholders
compared with the risk-adjusted potential value that could be
delivered by the actions designed to turnaround the business as a
listed company, which itself is conditional upon a significant
refinancing of the Brammer Group.
7. Recommendation
The Brammer Directors, who have been so advised by Investec,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the Brammer Directors, Investec has taken into
account the commercial assessments of the Brammer Directors.
Investec is providing independent financial advice to the Brammer
Directors for the purposes of Rule 3 of the Code.
Accordingly, the Brammer Directors intend to recommend
unanimously that Brammer Shareholders vote in favour of the Scheme
at the Court Meeting and the resolution to be proposed at the
General Meeting as the Brammer Directors who hold Brammer Shares
have irrevocably undertaken to do in respect of their own
beneficial holdings, amounting in aggregate to 124,275 Brammer
Shares and representing approximately 0.10 per cent. of the issued
share capital of Brammer as at 22 November 2016 (being the latest
practicable date prior to publication of this Announcement).
8. Irrevocable undertakings and letter of intent
Bidco has received irrevocable undertakings from each of the
Brammer Directors who hold Brammer Shares to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting, in respect of a total of 124,275 Brammer
Shares, representing approximately 0.10 per cent. of the share
capital of Brammer in issue on 22 November 2016 (being the latest
practicable date prior to publication of this Announcement). These
irrevocable undertakings remain binding in the event of a competing
offer.
Bidco has received irrevocable undertakings from certain other
Brammer Shareholders holding, in aggregate, 14,873,071 Brammer
Shares representing approximately 11.49 per cent. of the existing
issued share capital of Brammer to vote in favour of the Scheme at
the Court Meeting and the General Meeting.
Bidco has also received a non-binding letter of intent from a
Brammer Shareholder holding, in aggregate, 5,162,079 Brammer Shares
representing approximately 3.99 per cent. of the existing issued
share capital of Brammer stating its intention to vote in favour of
the Scheme at the Court Meeting and the General Meeting.
Therefore, Bidco has received irrevocable undertakings or
letters of intent with respect to, in aggregate, 20,159,425 Brammer
Shares representing approximately 15.58 per cent. of the existing
issued share capital of Brammer.
Further details of these irrevocable undertakings and letter of
intent are set out in Appendix III to this Announcement.
9. Information on Advent International
Founded in 1984, Advent International is a large and experienced
global private equity investor. The firm has invested in more than
315 private equity transactions in 40 countries. As of 30 June
2016, it had $40 billion in assets under management. With offices
on four continents, Advent has established a globally integrated
team of over 190 investment professionals across North America,
Europe, Latin America and Asia. The firm focuses on investments in
five core sectors, including: business and financial services;
healthcare; industrial; retail, consumer and leisure; and
technology, media and telecom. After more than 30 years dedicated
to international investing, Advent remains committed to partnering
with management teams to deliver sustained revenue and earnings
growth for its portfolio companies.
10. Information on Brammer
Founded in 1920 in Leeds, UK, Brammer is a leading pan European
distributor of industrial maintenance, repair and overhaul products
and services, including bearings, mechanical power transmission,
pneumatics, hydraulics, tools and health & safety equipment.
Brammer is a 'single source' supplier of the world's leading
brands, has over 6.9 million unique product lines and around
400,000 items in stock at any one time. Brammer operates in 23
countries, 22 of which are across Europe, and in 2015 generated a
turnover of GBP717 million.
11. Employees, management and pensions
Following completion of the Offer, the existing employment
rights, including pension rights, of the management and employees
of Brammer will be unaffected.
12. Brammer Share Plans
Participants in the Brammer Share Plans will be contacted
regarding the effect of the Offer on their rights under the Brammer
Share Plans and an appropriate offer will be made to such
participants which reflects their rights under the Brammer Share
Plans in due course.
13. Financing
The cash consideration payable under the Offer is being wholly
funded by funds managed by Advent.
Citigroup Global Markets Limited, lead financial adviser to
Bidco, is satisfied that sufficient resources are available to
satisfy in full the cash consideration payable to Brammer
Shareholders under the terms of the Offer.
14. Offer-related Arrangements
Confidentiality Agreement
Advent International plc and Brammer entered into a
confidentiality agreement on 23 September 2016 (the
"Confidentiality Agreement") pursuant to which each party has
undertaken to keep confidential information relating to the other
and/or to the Offer and not to disclose it to third parties (with
certain exceptions). These confidentiality obligations will remain
in force until 23 September 2018. The Confidentiality Agreement
contains standstill provisions which restricted Advent from
acquiring or offering to acquire interests in certain securities of
Brammer; those restrictions ceased to apply upon the making of this
Announcement. The Confidentiality Agreement also contains
restrictions on Advent soliciting or employing Brammer's
employees.
Cooperation Agreement
Pursuant to the Cooperation Agreement, Bidco and Brammer have,
amongst other things, each agreed to: (i) cooperate in relation to
obtaining any consents, clearances, permissions, waivers and/or
approvals as may be necessary, and the making of all filings as may
be necessary, from or under the law, regulations or practices
applied by any applicable regulatory authority in connection with
the Offer; and (ii) cooperate in preparing and implementing
appropriate proposals in relation to the Brammer Share Plans. The
Cooperation Agreement will terminate if the Offer is withdrawn or
lapses, if prior to the Long Stop Date any Condition becomes
incapable of satisfaction, if the Brammer Directors withdraw their
recommendation of the Offer or if the Scheme does not become
effective in accordance with its terms by the Long Stop Date or
otherwise as agreed between Bidco and Brammer.
15. Structure of the Offer
It is intended that the Offer will be effected by means of a
Court-approved scheme of arrangement between Brammer and Brammer
Shareholders under Part 26 of the Companies Act. Bidco reserves the
right to elect to implement the Offer by way of a takeover offer
(subject to Panel consent).
The purpose of the Scheme is to provide for Bidco to become the
holder of the entire issued and to be issued share capital of
Brammer.
Under the Scheme, the Brammer Shares will be transferred to
Bidco in consideration for which the Brammer Shareholders will
receive cash consideration on the basis set out in paragraph 2 of
this Announcement.
To become effective, the Scheme will require the approval of
Brammer Shareholders by the passing of a special resolution at the
Court Meeting. The resolution must be approved by a majority in
number of the Brammer Shareholders present and voting (and entitled
to vote), either in person or by proxy, representing not less than
75 per cent. of the Brammer Shares held by such Brammer
Shareholders. To become effective, the Scheme will also require a
special resolution to be passed at the Brammer General Meeting,
which will require the approval of Brammer Shareholders
representing at least 75 per cent. of the votes cast at the Brammer
General Meeting (either in person or by proxy). The Brammer General
Meeting will be held immediately after the Court Meeting.
The Scheme will also be subject to the Conditions and further
terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document.
Following the Meetings, the Scheme must be sanctioned by the
Court. The Scheme will only become effective once a copy of the
Scheme Court Order is delivered to the Registrar of Companies. Upon
the Scheme becoming effective, it will be binding on all Brammer
Shareholders, whether or not they attended or voted at the
Meetings. Subject to the satisfaction of the Conditions, the Scheme
is expected to become effective in the first quarter of 2017.
The Offer will lapse if the Scheme does not become effective by
the Long Stop Date.
Further details of the Scheme, including an indicative timetable
for its implementation, will be set out in the Scheme Document,
which is expected to be dispatched to Brammer Shareholders as soon
as reasonably practicable and, in any event, within 28 days of the
date of this Announcement.
16. Conditions
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this Announcement and to be set out in the
Scheme Document.
17. De-listing and re-registration
Prior to the Scheme becoming effective, Brammer will make an
application to the UKLA for the cancellation of the listing of
Brammer Shares on the Official List and to the London Stock
Exchange for the cancellation of trading of Brammer Shares on its
main market for listed securities, in each case to take effect from
or shortly after the Effective Date. The last day of dealings in
Brammer Shares on the main market of the London Stock Exchange is
expected to be the date of the Scheme Court Hearing and no
transfers will be registered after 6.00 p.m. (London time) on that
date.
On the Effective Date, share certificates in respect of Brammer
Shares will cease to be valid and should be destroyed. In addition,
entitlements to Brammer Shares held within the CREST system will be
cancelled.
It is also proposed that, following the Effective Date and after
its shares are delisted, Brammer will be re-registered as a private
limited company.
18. Disclosure of interests in Brammer Shares
Save in respect of the irrevocable undertakings referred to in
paragraph 8 above, as at the close of business on 22 November 2016
(being the last practicable date prior to the date of this
Announcement) neither Bidco, nor any of its directors, nor, so far
as Bidco is aware, any person acting in concert (within the meaning
of the Code) with it (i) has any interest in or right to subscribe
for any relevant securities of Brammer, or (ii) has any short
positions in respect of relevant securities of Brammer (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery, or (iii) has borrowed or lent any
relevant securities of Brammer (including, for these purposes, any
financial collateral arrangements of the kind referred to in Note 4
on Rule 4.6 of the Code) save for any borrowed shares which have
been either on-lent or resold, or (iv) is a party to any dealing
arrangement of the kind referred to in Note 11 on the definition of
acting in concert in the Code.
It has not been practicable for Bidco to make enquiries of all
of its concert parties in advance of the release of this
Announcement. Therefore, if Bidco becomes aware, following the
making of such enquiries, that any of its concert parties have any
such interests in relevant securities of Brammer, all relevant
details in respect of Bidco's concert parties will be included in
Bidco's Opening Position Disclosure in accordance with Rule 8.1(a)
and Note 2(a)(i) on Rule 8 of the Code which must, unless there are
no such interests of which Bidco is aware, be made on or before 7
December 2016.
19. Dividends
If any dividend is paid or becomes payable in respect of Brammer
Shares on or after the date of this Announcement and prior to
closing of the Offer, Bidco has the right to reduce the Offer Price
by an amount up to the aggregate amount of such dividend or
distribution (excluding any associated tax credit).
20. General
Bidco reserves the right, subject to the prior consent of the
Panel, to elect to implement the Offer by way of a takeover offer
for the entire issued and to be issued share capital of Brammer not
already held by Bidco, as an alternative to the Scheme. In such an
event, such offer will be implemented on the same terms (subject to
appropriate amendments as described in Part B of Appendix I), so
far as applicable, as those which would apply to the Scheme.
If the Offer is effected by way of a takeover offer and such
offer becomes or is declared unconditional in all respects and
sufficient acceptances are received, Bidco intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act 2006 to acquire compulsorily the remaining Brammer
Shares in respect of which the offer has not been accepted.
Investors should be aware that Bidco may purchase Brammer Shares
otherwise than under any takeover offer or scheme of arrangement
relating to the Offer, such as in open market or privately
negotiated purchases.
Citigroup Global Markets Limited, HSBC Bank plc and Investec
Bank plc have given and not withdrawn their consent to the
publication of this Announcement with the inclusion herein of the
references to their respective names in the form and context in
which they appear.
21. Documents available on website
Copies of the following documents will be made available on
Brammer's website at investor.brammer.biz until the end of the
Offer Period:
-- the irrevocable undertakings referred to in paragraph 8 above;
-- the Confidentiality Agreement;
-- the Cooperation Agreement;
-- documents relating to the financing of the Scheme referred to in paragraph 13 above; and
-- a copy of this Announcement.
Further Information
Weil, Gotshal & Manges are providing legal advice to Advent
and Bidco. White & Case LLP are providing legal advice to
Brammer. Investec Bank plc is acting as financial adviser and joint
broker to Brammer. Citigroup Global Markets Limited is acting as
lead financial adviser and broker to Bidco and Advent and HSBC Bank
plc is acting as financial adviser to Advent.
Enquiries:
Brammer plc +44 (0) 207 796
4133 (via Hudson
Sandler)
Bill Whiteley, Chairman
Meinie Oldersma, Group Chief Executive
Duncan Magrath, Finance Director
Investec Bank plc
(Financial adviser and joint broker +44 (0) 207 597
to Brammer) 4000
Chris Treneman
James Rudd
William Godfrey
Peel Hunt LLP +44 (0) 207 418
(Joint broker to Brammer) 8900
Mike Bell
Matthew Brooke-Hitching
Hudson Sandler LLP +44 (0) 207 796
(PR adviser to Brammer) 4133
Andrew Hayes
Cat Valentine
Advent International
(FTI Consulting)
+44 (0) 203 727
Fergus Wheeler 1522
+44 (0) 203 727
Louisa Feltes 1166
Citigroup Global Markets Limited
(Lead financial adviser and broker +44 (0) 207 986
to Bidco and Advent) 4000
Jan Skarbek
Alex de Souza
Robert Redshaw (Corporate Broking)
Luke Spells
Important notices
Citigroup Global Markets Limited, which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA") and the PRA,
is acting as lead financial adviser to Bidco and Advent and for no
one else in connection with the Offer and will not be responsible
to anyone other than Bidco and Advent for providing the protections
afforded to its clients or for providing advice in relation to the
Offer, the contents of this announcement or any other matters
referred to in this announcement.
HSBC Bank plc ("HSBC") is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom and is acting exclusively
for Advent and no one else in connection with the Offer and other
matters referred to in this announcement and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the Offer or any other matters referred to in
this announcement and is not, and will not be, responsible to
anyone other than Advent for providing the protections afforded to
its clients or for providing advice in relation to the Offer, the
contents of this announcement or any transaction or arrangement
referred to in this announcement.
Investec Bank plc is authorised by the PRA and regulated by the
FCA and the PRA in the UK. Investec Bank plc is acting exclusively
as financial adviser to Brammer and no one else in connection with
the Offer and will not be responsible to anyone other than Brammer
for providing the protections afforded to clients of Investec Bank
plc nor for providing advice in connection with the Offer or any
matter referred to herein.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise, nor shall there be any purchase, sale or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation or sale or exchange would be
unlawful prior to the registration or qualification under the laws
of such jurisdiction. The Offer will be made solely by means of the
Scheme Document or any document by which the Offer is made which
will contain the full terms and Conditions of the Offer, including
details of how to vote in respect of the acquisition.
This Announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Brammer will prepare the Scheme Document to be distributed to
Brammer Shareholders at no cost to them. Brammer and Advent urge
Brammer Shareholders to read the Scheme Document when it becomes
available because it will contain important information relating to
the Offer.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to the
Overseas Shareholders will be contained in the Scheme Document. 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 Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Offer relates to shares of a UK company and is proposed to
be effected by means of a scheme of arrangement under the laws of
England and Wales. Neither the US proxy solicitation rules nor the
tender offer rules under the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act") apply to the Offer. Accordingly,
the Offer is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. However, if Bidco were to elect
to implement the Offer by means of a takeover offer, such takeover
offer would be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a takeover would be made in the
United States by Bidco and no one else. In addition to any such
takeover offer, Advent, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in Brammer outside such
takeover offer during the period in which such takeover offer would
remain open for acceptance. If such purchases or arrangements to
purchase were to be made, they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this document. Any representation to the contrary is a
criminal offence in the United States.
Brammer's financial statements, and all financial information
that is included in this Announcement or that may be included in
the Scheme Document, have been 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.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Offer 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 offer by
any such 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 all documents relating to the Offer 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 Offer (including custodians, nominees and
trustees) must observe these restrictions and 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.
The availability of the Offer to Brammer Shareholders who are
not resident in the United Kingdom 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 Offer will be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange, the FCA and the
UKLA.
Forward looking statements
This Announcement contains statements about Bidco and Brammer
that are or may be forward looking statements. These statements are
based on the current expectations of the management of Bidco and
Brammer and are naturally subject to uncertainty and changes in
circumstances. All statements, including the expected timing and
scope of the Offer, other than statements of historical facts
included in this Announcement may be forward looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" 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 Bidco's or Brammer's operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on Bidco's or Brammer's business.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, such forward
looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied
in any forward looking statements. These factors include, but are
not limited to, the satisfaction of the conditions to the Offer, as
well as additional factors, such as changes in political and
economic conditions, changes in the level of capital investment,
retention of key employees, changes in customer habits, success of
business and operating initiatives and restructuring objectives,
impact of any acquisitions or similar transactions, changes in
customers' strategies and stability, competitive product and
pricing measures, changes in the regulatory environment,
fluctuations or interest and exchange rates, the outcome of any
litigation. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. Each of
Bidco and Brammer disclaims any obligation to update publicly or
revise any forward looking or other statements contained herein,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
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 Brammer for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Brammer.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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 p.m. (London time) on the 10th business day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (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 one per cent. 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,
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 p.m. (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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
In accordance with Rule 2.9 of the Code, Brammer confirms that
its current issued share capital comprises 129,404,481 ordinary
shares of 20 pence each. The International Securities
Identification Numbers for Brammer shares are GB0001195089.
Publication on website
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Brammer's website at
investor.brammer.biz by no later than 12.00 p.m. on the Business
Day following this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
You may request a hard copy of this Announcement by contacting
Citigroup Global Markets Limited on +44 (0)207 986 4000. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form.
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.
Not for release, publication or distribution, in whole or in
part, in, into or from any Restricted Jurisdiction.
APPIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions of the Scheme
1 The Offer will be conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by not later than
31 March 2017 or such later date (if any) as Bidco and Brammer may
agree and the Panel and the Court may allow.
2 The Scheme will be subject to the following conditions:
(a) its approval by a majority in number of the Brammer
Shareholders (or the relevant class or classes thereof, if
applicable) who are present and vote, whether in person or by
proxy, at the Court Meeting (and at any separate class meeting
which may be required by the Court) or any adjournment of any such
meeting and who represent 75 per cent. in value of the Shares (or
the relevant class or classes thereof, if applicable) voted by
those Shareholders (or the relevant class or classes thereof, if
applicable) who are on the register of members of Brammer at the
Scheme Voting Record Time;
(b) the resolution required to approve and implement the Scheme
and adopt the Amended Brammer Articles being duly passed by the
requisite majority of Brammer Shareholders at the General Meeting;
and
(c) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Brammer and Bidco) and the delivery of a copy of the
Court Order to the Registrar of Companies.
In addition, subject as stated in Part B below and to the
requirements of the Panel, the Offer will be conditional upon the
following Conditions and, accordingly, the Court Order will not be
delivered to the Registrar of Companies unless such Conditions (as
amended, if appropriate) have been satisfied or, where relevant,
waived:
Notifications, waiting periods and Authorisations
3 Excluding any antitrust or merger control clearance, all
material mandatory notifications, filings or applications which are
necessary in connection with the Offer having been made and all
necessary waiting periods (including any extensions thereof) under
any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
material statutory and regulatory obligations in any jurisdiction
having been complied with in each case in respect of the Offer and
all Authorisations (excluding any antitrust or merger control)
necessary in any jurisdiction for or in respect of the Offer and,
except pursuant to Chapter 3 of Part 28 of the Companies Act, in
respect of the acquisition or the proposed acquisition of any
shares or other securities in, or control or management of, Brammer
by any member of the Wider Bidco Group having been obtained in
terms and in a form reasonably satisfactory to Bidco from all
appropriate Third Parties or (without prejudice to the generality
of the foregoing) from any persons or bodies with whom any member
of the Wider Brammer Group has entered into contractual
arrangements and, to the extent that the Offer or such acquisitions
would result in the termination or withdrawal of an Authorisation,
all such Authorisations necessary to carry on the business of any
member of the Wider Brammer Group in any jurisdiction which is
material in the context of the Wider Brammer Group as a whole
having been obtained and all such Authorisations remaining in full
force and effect at the time at which the Offer becomes otherwise
wholly unconditional and there being no notice of an intention to
revoke, suspend, restrict, modify or not to renew such
Authorisations as a result of the Offer or such acquisitions;
General antitrust and regulatory
4 Insofar as the Offer falls within the scope of Council
Regulation (EC) No 139/2004 (the "Regulation"):
(a) the European Commission taking a decision, on terms
reasonably satisfactory to Bidco, that it does not intend to
initiate proceedings under Article 6(1) of the Regulation in
relation to the Offer or any matter arising from or relating to the
Offer (or being deemed to have done so under Article 10(6) of the
Regulation); or
(b) if the European Commission makes a referral under Article
4(4) or 9(1) of the Regulation to the competent national
competition authority ("NCA") of any Member State, that NCA taking
a decision, on terms reasonably satisfactory to Bidco, of
equivalent effect to that set out in paragraph 4(a) above;
5 No antitrust regulator or Third Party having given notice of a
decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted or
made any statute, regulation, decision, order or change to
published practice (and, in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to:
(a) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Bidco Group or by any member of the Wider
Brammer Group of all or any material part of its businesses, assets
or property or impose any material limitation on the ability of all
or any of them to conduct their businesses (or any part thereof) or
to own, control or manage any of their assets or properties (or any
part thereof);
(b) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Bidco Group or the Wider
Brammer Group to acquire or offer to acquire a material number of
any shares, other securities (or the equivalent) or interest in any
member of the Wider Brammer Group or any asset owned by any third
party (other than in the implementation of the Offer);
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group
directly or indirectly to acquire, hold or to exercise effectively
all or any rights of ownership in respect of shares or other
securities in Brammer or on the ability of any member of the Wider
Brammer Group or any member of the Wider Bidco Group directly or
indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over,
any member of the Wider Brammer Group;
(d) otherwise materially adversely affect any or all of the
business, assets or profits of any member of the Wider Brammer
Group;
(e) result in any member of the Wider Brammer Group ceasing to
be able to carry on business under any name under which it
presently carries on business to an extent which is material in the
context of the Wider Brammer Group taken as a whole or in the
context of the Offer (as the case may be);
(f) make the Offer, its implementation or the acquisition of any
shares or other securities in, or control or management of, Brammer
by any member of the Wider Bidco Group void, unenforceable and/or
illegal under the laws of any relevant jurisdiction, or otherwise
materially prevent or prohibit, restrict, restrain, or delay or
otherwise materially interfere with the implementation of, or
impose material additional conditions or obligations with respect
to, or otherwise materially challenge, impede, interfere or require
material amendment of the Offer or the acquisition of any shares or
other securities in, or control or management of, Brammer by any
member of the Wider Bidco Group; or
(g) impose any material limitation on the ability of any member
of the Wider Bidco Group or any member of the Wider Brammer Group
to conduct, integrate or co-ordinate all or any part of its
business with all or any part of the business of any other member
of the Wider Bidco Group and/or the Wider Brammer Group in a manner
which is materially adverse to the Wider Brammer Group taken as a
whole or the Wider Bidco Group taken as a whole or in the context
of the Offer (as the case may be),
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any relevant
jurisdiction in respect of the Offer or the acquisition of any
Brammer Shares or otherwise intervene having expired, lapsed or
been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
6 Except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Brammer Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or subject which, as a consequence of the
Offer or the acquisition or the proposed acquisition by any member
of the Wider Bidco Group of any shares or other securities in
Brammer or because of a change in the control or management of any
member of the Wider Brammer Group or otherwise, could or might
reasonably be expected to result in, in each case to an extent
which is material in the context of the Wider Brammer Group taken
as a whole:
(a) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Brammer Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) other than in the ordinary course of business, the creation
or enforcement of any mortgage, charge or other security interest
over the whole or any material part of the business, property or
assets of any member of the Wider Brammer Group or any such
mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(c) any such arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or the rights,
liabilities, obligations or interests of any member of the Wider
Brammer Group being adversely modified or adversely affected or any
obligation or liability arising or any adverse action being taken
or arising thereunder;
(d) any liability of any member of the Wider Brammer Group to
make any severance, termination, bonus or other payment to any of
its directors, or other officers;
(e) the rights, liabilities, obligations, interests or business
of any member of the Wider Brammer Group under any such
arrangement, agreement, licence, permit, lease or instrument or the
interests or business of any member of the Wider Brammer Group in
or with any other person or body or firm or company (or any
arrangement or arrangement relating to any such interests or
business) being or becoming capable of being terminated or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(f) any member of the Wider Brammer Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
(g) the value of, or the financial or trading position of, any
member of the Wider Brammer Group being prejudiced or adversely
affected; or
(h) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Brammer Group other than
trade creditors or other liabilities incurred in the ordinary
course of business,
and, except as Disclosed, no event having occurred which, under
any provision of any arrangement, agreement, licence, permit,
franchise, lease or other instrument to which any member of the
Wider Brammer Group is a party or by or to which any such member or
any of its assets are bound, entitled or subject, would or might
result in any of the events or circumstances as are referred to in
Conditions 6 (a) to (h), in each case to the extent material in the
context of the Wider Brammer Group taken as a whole;
Certain events occurring since 31 December 2015
7 Except as Disclosed, no member of the Wider Brammer Group having since 31 December 2015:
(a) issued or agreed to issue, or authorised or announced its
intention to authorise or propose the issue, of, additional shares
of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for
or acquire, any such shares, securities or convertible securities
or transferred or sold or agreed to transfer or sell or authorised
the transfer or sale of Brammer Shares out of treasury (except,
where relevant, as between Brammer and wholly owned subsidiaries of
Brammer or between the wholly owned subsidiaries of Brammer and
except for the issue or transfer out of treasury of Brammer Shares
on the exercise of employee share options or vesting of employee
share awards in the ordinary course under the Brammer Share
Plans);
(b) recommended, declared, paid or made, declare, pay or make
any bonus, dividend or other distribution (whether payable in cash
or otherwise) other than dividends (or other distributions, whether
payable in cash or otherwise) lawfully paid or made by any wholly
owned subsidiary of Brammer to Brammer or any of its wholly owned
subsidiaries and excluding the final dividend of 7.10p per Brammer
Share in respect of the year ended 31 December 2015 paid on 8 July
2016;
(c) other than pursuant to the Offer (and except for
transactions between Brammer and its wholly owned subsidiaries or
between the wholly owned subsidiaries of Brammer and transactions
in the ordinary course of business), implemented, effected,
authorised or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider Brammer Group taken as a
whole;
(d) (except for transactions between Brammer and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Brammer and except for transactions in the ordinary course of
business) disposed of, or transferred, mortgaged or created any
security interest over any material asset or any right, title or
interest in any material asset or authorised, proposed or announced
any intention to do so to an extent which is material in the
context of the Wider Brammer Group taken as a whole;
(e) (except for transactions between Brammer and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Brammer) issued, authorised or announced an intention to authorise
or propose the issue of or made any change in or to the terms of
any debentures or become subject to any contingent liability (other
than trade credit incurred in the ordinary course of business) or
incurred or increased any indebtedness which is material in the
context of the Wider Brammer Group taken as a whole;
(f) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude or which is or which involves or could involve
an obligation of a nature or magnitude which is reasonably likely
to be materially restrictive on the business of any member of the
Wider Brammer Group which, taken together with any other such
material transaction, arrangement, agreement, contract or
commitment, is material in the context of the Wider Brammer Group
taken as a whole;
(g) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of, any contract, service agreement,
commitment or arrangement with any director or, except for salary
increases, bonuses or variations of terms in the ordinary course,
senior executive of any member of the Wider Brammer Group;
(h) proposed, agreed to provide or modified the terms of any
Brammer Share Option Scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any
employee of the Wider Brammer Group which is material in the
context of the Wider Brammer Group taken as a whole;
(i) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (a) above, made any other change to any part of its
share capital;
(j) other than in respect of claims between Brammer and its
wholly owned subsidiaries, waived, compromised or settled any claim
otherwise than in the ordinary course of business, in each case to
an extent which is material in the context of the Wider Brammer
Group taken as a whole;
(k) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Brammer Group and any
other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position of the Wider Brammer Group taken as a whole;
(l) save as required in connection with the adoption of the
Amended Brammer Articles, made any material alteration to its
memorandum or articles of association or other incorporation
documents to an extent which is material in the context of the
Offer;
(m) except in relation to changes made or agreed as a result of,
or arising from, changes to legislation, made or agreed or
consented to any significant change to the following in a way that
is material in the context of the Wider Brammer Group taken as a
whole:
(i) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Brammer
Group for its directors, employees or their dependants;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(iv) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued, made, agreed or
consented to, to an extent which is in any such case material in
the context of the Wider Brammer Group;
(n) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business
which is material in the context of the Wider Brammer Group taken
as a whole;
(o) (other than in respect of a member of the Wider Brammer
Group which is dormant and was solvent at the relevant time) taken
any steps, corporate action or had any legal proceedings instituted
or threatened against it in relation to the suspension of payments,
a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a
receiver, administrator, manager, administrative receiver, trustee
or similar officer of all or any material part of its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed, which is in any such case
material in the context of the Wider Brammer Group taken as a
whole;
(p) (except for transactions between Brammer and its wholly
owned subsidiaries or between Brammer's wholly owned subsidiaries)
made, authorised, proposed or announced an intention to propose any
change in its loan capital;
(q) entered into or implemented any joint venture, asset or
profit sharing arrangement, partnership or merger of business or
corporate entities which would be restrictive on the business of
any member of the Wider Brammer Group other than to a nature and
extent which is immaterial in the context of the Wider Brammer
Group taken as a whole; or
(r) other than in the ordinary course of business, entered into
any agreement, arrangement, commitment or contract or passed any
resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in
this Condition 7;
No adverse change, litigation, regulatory enquiry or similar
8 Except as Disclosed, since 31 December 2015 there having been:
(a) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse
change in, the business, assets, financial or trading position or
profits or prospects or operational performance of any member of
the Wider Brammer Group which is material in the context of the
Wider Brammer Group taken as a whole;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against or in respect of any
member of the Wider Brammer Group or to which any member of the
Wider Brammer Group is or may become a party (whether as claimant,
defendant or otherwise) having been threatened, announced,
instituted or remaining outstanding by, against or in respect of,
any member of the Wider Brammer Group, in each case which is or
might reasonably be expected to be material in the context of the
Wider Brammer Group taken as a whole;
(c) no contingent or other liability having arisen or increased
other than in the ordinary course of business which is reasonably
likely to affect adversely the business, assets, financial or
trading position or profits or prospects of any member of the Wider
Brammer Group to an extent which is material in the context of the
Wider Brammer Group taken as a whole; and
(d) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Brammer Group which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which would or might
reasonably be expected to have a material adverse effect on the
Wider Brammer Group taken as a whole;
No discovery of certain matters regarding information,
liabilities and environmental issues
9 Except as Disclosed, Bidco not having discovered:
(a) that any financial, business or other information concerning
the Wider Brammer Group publicly announced prior to the date of
this Announcement or disclosed at any time to any member of the
Wider Bidco Group by or on behalf of any member of the Wider
Brammer Group prior to the date of this Announcement is misleading,
contains a material misrepresentation of any fact, or omits to
state a fact necessary to make that information not misleading, in
any such case to a material extent;
(b) that any past or present member of the Wider Brammer Group
has not complied in any material respect with all applicable
legislation, regulations or any Authorisations relating to the use,
treatment, storage, carriage, disposal, discharge, spillage,
release, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment (including property)
or harm human or animal health or otherwise relating to
environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any material
liability, including any penalty for non-compliance (whether actual
or contingent) on the part of any member of the Wider Brammer
Group, in each case to an extent which is material in the context
of the Wider Brammer Group taken as a whole;
(c) that there has been a material disposal, discharge,
spillage, accumulation, release, leak, emission or the migration,
production, supply, treatment, storage, transport or use of any
waste or hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any material liability
on the part of any member of the Wider Brammer Group, in each case
to an extent which is material in the context of the Wider Brammer
Group taken as a whole;
(d) that there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property, asset or any controlled waters currently or
previously owned, occupied, operated or made use of or controlled
by any past or present member of the Wider Brammer Group, or in
which any such member may have or previously have had or be deemed
to have had an interest, under any environmental legislation,
common law, regulation, notice, circular, Authorisation or order of
any Third Party in any jurisdiction or to contribute to the cost
thereof or associated therewith or indemnify any person in relation
thereto, in each case to an extent which is material in the context
of the Wider Brammer Group taken as a whole; or
(e) that circumstances exist (whether as a result of making the
Offer or otherwise) which would be reasonably likely to lead to any
Third Party instituting (or whereby any member of the Wider Brammer
Group would be likely to be required to institute) an environment
audit or take any steps which would in any such case be reasonably
likely to result in any actual or contingent liability to improve
or install new plant or equipment or to make good, repair,
reinstate or clean up any property of any description or any asset
now or previously owned, occupied or made use of by any past or
present member of the Wider Brammer Group (or on its behalf) or by
any person for which a member of the Wider Brammer Group is or has
been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest, which is
material in the context of the Wider Brammer Group taken as a
whole; and
Anti-corruption and criminal property
10 Except as Disclosed, Bidco not having discovered:
(a) any member of the Wider Brammer Group or any person that
performs or has performed services for or on behalf of any such
company is or has engaged in any activity, practice or conduct
which would constitute an offence under the Bribery Act 2010 or any
other applicable anti-corruption legislation; or
(b) any asset of any member of the Wider Brammer Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition).
Part B: Certain further terms of the Offer
1 Subject to the requirements of the Panel, Bidco reserves the
right to waive in whole or in part all or any of the above
Conditions 3 to 10 inclusive. Each of the Conditions will be
regarded as a separate Condition and will not be limited by
reference to any other Condition.
2 If Bidco is required by the Panel to make an offer for Brammer
Shares under the provisions of Rule 9 of the Code, Bidco may make
such alterations to any of the above Conditions and terms of the
Offer as are necessary to comply with the provisions of that
Rule.
3 The Offer will lapse if, insofar as the Offer or any matter
arising from or relating to the Scheme or Offer constitutes a
concentration with a Community dimension within the scope of the
Regulation, the European Commission either initiates proceedings
under Article 6(1)(c) of the Regulation or makes a referral to a
NCA in the United Kingdom under Article 9(1) of the Regulation and
there is then a CMA Phase 2 Reference before the date of the Court
Meeting (unless otherwise agreed with the Panel).
4 Bidco will be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of Conditions 3 to 10 (inclusive) by a date earlier
than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
5 In the event that the Offer is implemented by way of a
takeover offer, the Brammer Shares acquired under the Offer will be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any).
6 If, after the date of this Announcement but prior to the
Effective Date, any dividend or other distribution is declared,
paid or made or payable by Brammer, Bidco reserves the right
(without prejudice to any right of Bidco, with the consent of the
Panel, to invoke Condition 7(b) above) to reduce the Offer Price by
an amount up to the aggregate amount of such dividend or
distribution (excluding any associated tax credit).
If any such dividend or distribution occurs, any reference in
this Announcement to the Offer Price will be deemed to be a
reference to the Offer Price as so reduced. If such reduction
occurs, notwithstanding the terms on which the Brammer Shares are
expressed to be acquired by Bidco pursuant to the Offer in this
Appendix I, the Brammer Shares will be acquired by or on behalf of
Bidco pursuant to the Offer fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and
any other third party rights and interests of any nature and
together with all rights now and hereafter attaching to such shares
including the right to receive in full all dividends and other
distributions (if any) declared, paid or made on or after the date
of this Announcement, other than the dividend or distribution
giving rise to such reduction.
To the extent that such a dividend or distribution has been
declared, paid, made or is payable and it is: (i) transferred
pursuant to the Offer on a basis which entitles Bidco to receive
the dividend or distribution and to retain it; or (ii) cancelled,
the Offer Price will not be subject to change in accordance with
this paragraph.
Any exercise by Bidco of its rights referred to in this
paragraph will be the subject of an announcement and, for the
avoidance of doubt, will not be regarded as constituting any
revision or variation of the Offer.
7 Bidco reserves the right to elect (with the consent of the
Panel) to implement the Offer by way of a takeover offer. In such
event, the acquisition will be implemented on substantially the
same terms subject to appropriate amendments and so far as
applicable, as those which would apply to the Scheme.
8 The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
9 The Offer is not being made, directly or indirectly, in, into
or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
10 The Offer is governed by the law of England and Wales and is
subject to the jurisdiction of the English courts and to the
Conditions and further terms set out in this Appendix I and to be
set out in the Scheme Document. The Offer will be subject to the
applicable requirements of the City Code, the Panel, the London
Stock Exchange and the UK Listing Authority.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
i. The value placed by the Offer on the existing issued share
capital of Brammer is based on 129,404,481 Brammer Shares in issue
on 22 November 2016, being the last dealing day prior to the date
of this Announcement.
ii. The value of the Offer on a fully diluted basis has been
calculated on the basis of 129,404,481 Brammer Shares in issue on
22 November 2016 and an additional 4,827,118 Brammer Shares to be
issued pursuant to the Brammer Share Plans. This additional number
of Brammer Shares has been calculated on the basis of the treatment
of existing but unvested options under the Brammer Share Plans
agreed between Bidco and Brammer in the Cooperation Agreement.
iii. The Closing Prices on 22 November 2016 are taken from the Daily Official List.
iv. Volume-weighted average prices have been derived from
Bloomberg and have been rounded to the nearest single decimal
place.
v. Unless otherwise stated, the financial information relating
to Brammer is extracted or derived (without material adjustment)
from the audited consolidated financial statements of Brammer for
the financial year to 31 December 2015, prepared in accordance with
IFRS.
APPIX III
IRREVOCABLE UNDERTAKINGS
Brammer Directors' Irrevocable Undertakings
Name of Brammer Number of Brammer Percentage of
Director Shares in respect Brammer's issued
of which undertaking share capital
is given
---------------------- ---------------------- ------------------
William Whiteley 63,275 0.0488971
---------------------- ---------------------- ------------------
Andrea Abt 8,000 0.0061821
---------------------- ---------------------- ------------------
Charles Irving-Swift 15,000 0.0115915
---------------------- ---------------------- ------------------
Duncan Magrath 38,000 0.0293652
---------------------- ---------------------- ------------------
These irrevocable undertakings cease to be binding if the Offer
is not made (by the publication of the Scheme Document or an offer
document, as the case may be) on substantially the terms and
conditions set out or referred to in this Announcement by the date
which is 28 days from the date of this Announcement (or such later
date as the Panel may permit), if the Offer does not become
effective, lapses, is withdrawn or otherwise becomes incapable of
ever becoming effective, as the case may be, on or before 31 March
2017, or any competing offer is made which becomes or is declared
wholly unconditional or otherwise becomes effective.
The terms of the irrevocable undertakings from each of the
Brammer Independent Directors will continue to be binding in the
event a higher competing offer is made for Brammer.
Other Shareholders' Irrevocable Undertakings
Name of Brammer Number of Brammer Percentage of
Shareholder Shares in respect Brammer's issued
of which undertaking share capital
is given
---------------------- ---------------------- ------------------
RWC European Focus
Master Inc. 8,602,696 6.65%
---------------------- ---------------------- ------------------
RWC Specialist
UK Focus Fund
Limited Partnership 6,270,375 4.85%
---------------------- ---------------------- ------------------
These irrevocable undertakings cease to be binding if the Offer
is not made (by the publication of the Scheme Document or an offer
document, as the case may be) on substantially the terms and
conditions set out or referred to in this Announcement by the date
which is 28 days from the date of this Announcement (or such later
date as the Panel may permit) or if the Offer does not become
effective, lapses, is withdrawn or otherwise becomes incapable of
ever becoming effective, as the case may be, on or before 31 March
2017.
In addition, these irrevocable undertakings cease to be binding
if a firm intention to make a competing offer for all the issued
share capital of Brammer is announced pursuant to the Code which
values a Brammer Share at more than 10 per cent. higher than the
value under the Offer.
Non-binding letter of intent
Name of Brammer Number of Brammer Percentage of
Shareholder Shares in respect Brammer's issued
of which undertaking share capital
is given
--------------------- ---------------------- ------------------
Threadneedle Asset
Management Limited 5,162,079 3.99%
--------------------- ---------------------- ------------------
APPIX IV
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Amended Brammer Articles" the articles of association
of Brammer as at the Announcement
Date, as amended to include
provisions, in terms approved
by Bidco, that avoid any
person (other than Bidco
or its nominee(s)) remaining
as a holder of Brammer
Shares after the Effective
Date, such proposed amendments
to be set out in full
in the notice of the General
Meeting;
"Announcement" this announcement made
in accordance with Rule
2.7 of the Code;
"Announcement Date" 23 November 2016;
"Authorisations" regulatory authorisations,
orders, recognitions,
grants, consents, clearances,
confirmations, certificates,
licences, permissions
or approvals;
"Bidco" AI Robin Limited;
"Bidco Group" Bidco and its subsidiary
undertakings and, where
the context permits, each
of them;
"Board of Directors", the board of directors
"Board" or "board" of the relevant company;
"Business Day" a day (other than Saturdays,
Sundays and public holidays
in the UK) on which banks
are open for business
in the City of London;
"Business Review" the detailed business
review of the Group initiated
by the Board of Brammer
and announced on 4 August
2016;
"Brammer" or the "Company" Brammer plc;
"Brammer Directors" the directors of Brammer;
"Brammer Group" Brammer and its subsidiary
undertakings and, where
the context permits, each
of them;
"Brammer Shareholders" the holders of Brammer
or "Shareholders" Shares;
"Brammer Shares" the existing unconditionally
allotted or issued and
fully paid ordinary shares
of 20 pence each in the
capital of Brammer and
any further such ordinary
shares which are unconditionally
allotted or issued before
the Scheme becomes effective;
"Brammer Share Plans" the Brammer performance
share plan and the Brammer
share matching plan;
"City Code" or "Code" the City Code on Takeovers
and Mergers;
"Closing Price" the closing middle market
price of a Brammer Share
on a particular trading
day as derived from the
Daily Official List;
"CMA Phase 2 Reference" a reference of the Offer
to the chair of the Competition
and Markets Authority
for the constitution of
a group under Schedule
4 to the Enterprise and
Regulatory Reform Act
2013;
"Companies Act" the Companies Act 2006,
as amended;
"Competition and Markets a UK statutory body established
Authority" under the Enterprise and
Regulatory Reform Act
2013;
"Conditions" the conditions to the
implementation of the
Offer, as set out in Appendix
I to this Announcement
and to be set out in the
Scheme Document;
"Confidentiality Agreement" the confidentiality agreement
entered into between Brammer
and Advent International
plc on 23 September 2016;
"Cooperation Agreement" the cooperation agreement
entered into between Brammer
and Bidco dated 23 November
2016;
"Court Meeting" the meeting of Brammer
Shareholders to be convened
pursuant to an order of
the Court under the Companies
Act for the purpose of
considering and, if thought
fit, approving the Scheme,
including any adjournment
thereof;
"Court Order" the order of the Court
sanctioning the Scheme;
"Court" the High Court of Justice
in England and Wales;
"CREST" the system for the paperless
settlement of trades in
securities and the holding
of uncertificated securities
operated by Euroclear;
"Daily Official List" the Daily Official List
published by the London
Stock Exchange;
"Dealing Disclosure" has the same meaning as
in Rule 8 of the Code;
"Disclosed" the information disclosed
by, or on behalf of Brammer,
(i) in the annual report
and accounts of the Brammer
Group for the financial
year ended 31 December
2015; (ii) the 2016 interim
results of the Brammer
Group announced on 4 August
2016; (iii) in any other
announcement to a Regulatory
Information Service by,
or on behalf of Brammer
prior to the publication
of this Announcement;
(iv) filings made with
the Registrar of Companies
and appearing on Brammer's
file at Companies House
within the last two years;
(v) as otherwise fairly
disclosed to Bidco (or
its respective officers,
employees, agents or advisers)
on or prior to the date
of this Announcement (including
all matters fairly disclosed
in the written replies,
correspondence, documentation
and information provided
in an electronic data
room or sent to any member
of the Bidco Group or
any of its professional
advisers during the due
diligence process and
whether or not in response
to any specific request
for information made by
any member of Bidco Group
or any of its professional
advisers); or (v) in this
Announcement;
"Effective Date" the date on which the
Scheme becomes effective;
"Euroclear" Euroclear UK and Ireland
Limited;
"General Meeting" the general meeting of
Brammer Shareholders (including
any adjournment thereof)
to be convened in connection
with the Scheme;
"Investec" Investec Bank plc;
"Listing Rules" the listing rules made
by the UKLA;
"London Stock Exchange" the London Stock Exchange
plc;
"Long Stop Date" 31 March 2017, or such
later date (if any) as
Bidco and Brammer may
agree and (if required)
the Panel and the Court
may allow;
"Member State" a member state of the
European Union from time
to time;
"NCA" a competent National Competition
Authority of any Member
State;
"Offer" the recommended cash offer
pursuant to which Bidco
will acquire the entire
issued and to be issued
share capital of Brammer;
"Offer Period" the offer period (as defined
by the Code) relating
to Brammer, which commenced
on 23 November 2016;
"Offer Price" the consideration payable
under the Offer in respect
of a Brammer Share;
"Official List" the Official List maintained
by the UKLA;
"Opening Position Disclosure" has the same meaning as
in Rule 8 of the Code;
"Overseas Shareholders" Brammer Shareholders (or
nominees of, or custodians
or trustees for Brammer
Shareholders) not resident
in, or nationals or citizens
of, the United Kingdom;
"Panel" the Panel on Takeovers
and Mergers;
"Registrar of Companies" the Registrar of Companies
in England and Wales;
"Regulation" Council Regulation (EC)
139/2004;
"Regulatory Information any of the services set
Service" out in Appendix III to
the Listing Rules;
"Relevant Securities" means relevant securities
(as defined in the Code)
of Brammer;
"Restricted Jurisdiction" the United States, Canada,
Australia, Japan and any
other jurisdiction, in
each case where extension
or acceptance of the Offer
would violate the law
of that jurisdiction;
"Advent" or "Advent Advent International Corporation;
International"
"Scheme" the proposed scheme of
arrangement under Part
26 of the Companies Act
between Brammer and the
Brammer Shareholders in
connection with the Offer,
with or subject to any
modification, addition
or condition approved
or imposed by the Court
and agreed by Brammer
and Bidco;
"Scheme Court Hearing" the Court hearing at which
the Court Order is sought;
"Scheme Document" the document to be sent
to Brammer Shareholders
containing, amongst other
things, the Scheme and
the notices convening
the Court Meeting and
the General Meeting;
"Scheme Voting Record the date and time specified
Time" in the Scheme Document
by which entitlement to
vote at the Court Meeting
will be determined, expected
to be 6.00 p.m. on the
day which is two days
before the Court Meeting
or, if the Court Meeting
is adjourned, 6.00 p.m.
on the day which is two
days before the date of
such adjourned Court Meeting;
"Significant Interest" in relation to an undertaking,
a direct or indirect interest
of 20 per cent. or more
of the total voting rights
conferred by the equity
share capital (as defined
in section 548 of the
Companies Act) of such
undertaking;
"Third Party" each of a central bank,
government or governmental,
quasi- governmental, supranational,
statutory, regulatory,
environmental, administrative,
fiscal or investigative
body, court, trade agency,
association, institution,
environmental body, employee
representative body or
any other body or person
whatsoever in any jurisdiction;
"UKLA" the UK Listing Authority,
being the Financial Conduct
Authority acting in its
capacity as the competent
authority for the purposes
of Part VI of the Financial
Services and Markets Act
2000;
"United Kingdom" or the United Kingdom of
"UK" Great Britain and Northern
Ireland;
"United States" or "US" the United States of America,
its territories and possessions,
any state of the United
States of America, the
District of Columbia and
all other areas subject
to its jurisdiction and
any political sub-division
thereof;
"US Exchange Act" US Securities Exchange
Act of 1934;
"Wider Bidco Group" Bidco, funds managed by
Advent and their respective
associated undertakings
and any other body corporate,
partnership, joint venture
or person in which Bidco
and all such undertakings
(aggregating their interests)
have a Significant Interest;
and
"Wider Brammer Group" Brammer and associated
undertakings and any other
body corporate, partnership,
joint venture or person
in which Brammer and such
undertakings (aggregating
their interests) have
a Significant Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "GBP", "pence", "penny" and "p" are to the lawful currency
of the United Kingdom.
All references to "US$", "$" and "US Dollars" are to the lawful
currency of the United States.
All the times referred to in this Announcement are London times
unless otherwise stated. References to the singular include the
plural and vice versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFEAEFDALFKFEF
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