TIDMBRAM
RNS Number : 0393W
Brammer PLC
03 February 2017
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
For immediate release
3 February 2017
RECOMMED CASH ACQUISITION
of
BRAMMER PLC ("Brammer")
by
AI ROBIN LIMITED ("Bidco")
a wholly-owned subsidiary of funds managed by
Advent International Corporation ("Advent International")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Suspension of listing and trading of Brammer Shares
On 2 February 2017, Brammer announced that the High Court of
Justice in England and Wales had made an order sanctioning the
scheme of arrangement (the "Scheme") relating to the recommended
cash offer by Bidco for the entire issued and to be issued share
capital of Brammer (the "Acquisition").
Pursuant to the terms of the Scheme and Listing Rules 5.1 and
5.3 and following an application by Brammer to the UKLA and the
London Stock Exchange, Brammer announces that trading in Brammer
Shares on the London Stock Exchange's Main Market for listed
securities and the listing of Brammer Shares on the Official List
have each been suspended from 5:00 pm (London time) today.
Defined terms used but not defined in this announcement have the
meaning set out in the Scheme Document dated 12 December 2016.
Enquiries:
Brammer plc +44 (0) 207
796 4133 (via
Meinie Oldersma, Group Chief Executive Hudson Sandler)
Duncan Magrath, Finance Director
Investec Bank plc
(Financial adviser and joint broker +44 (0) 207
to Brammer) 597 4000
Chris Treneman
James Rudd
William Godfrey
Peel Hunt LLP +44 (0) 207
(Joint broker to Brammer) 418 8900
Mike Bell
Matthew Brooke-Hitching
Hudson Sandler LLP +44 (0) 207
(PR adviser to Brammer) 796 4133
Andrew Hayes
Cat Valentine
Bidco
Advent International
(FTI Consulting)
+44 (0) 203
727 1522
Fergus Wheeler +44 (0) 203
Louisa Feltes 727 1166
Citigroup Global Markets Limited
(Lead financial adviser and broker +44 (0) 207
to Bidco and Advent) 986 4000
Jan Skarbek
Alex de Souza
Robert Redshaw (Corporate Broking)
Luke Spells
Important Notices
Investec Bank plc is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the UK. Investec Bank plc is
acting exclusively as financial adviser to Brammer and no one else
in connection with the Acquisition 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 Acquisition or any matter referred to herein.
Citigroup Global Markets Limited, which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as lead financial adviser to Bidco and Advent
International and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco
and Advent International for providing the protections afforded to
clients of Citigroup Global Markets Limited nor for providing
advice in relation to the Acquisition, the contents of this
document or any other matters referred to herein.
HSBC Bank plc is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom and is acting
exclusively for Advent International and no one else in connection
with the Acquisition and other matters referred to in this document
and will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Acquisition or
any other matters referred to in this document and is not, and will
not be, responsible to anyone other than Advent International for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition, the contents of this
document or any transaction or arrangement referred to in this
announcement.
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.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set out in this Announcement since such date.
Overseas shareholders
Brammer Shareholders who are not resident in and citizens of the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
The release, publication or distribution of this document in or
into jurisdictions other than the United Kingdom may be restricted
by law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This document has been prepared for the purposes of complying with
the laws of England and Wales, the Listing Rules, the rules of the
London Stock Exchange and the Code and the information disclosed
may not be the same as that which would have been disclosed if this
document had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
The Acquisition relates to shares of a UK company that is a
"foreign private issuer" as defined in Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended (the "US Exchange
Act"), 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
Exchange Act apply to the Acquisition. Accordingly, the Acquisition
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
Acquisition 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,
Bidco, 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 document 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 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.
The receipt of cash pursuant to the Acquisition by a US holder
of Brammer Shares as consideration for the transfer of its Scheme
Shares pursuant to the Scheme will be a taxable transaction for US
federal income tax purposes and may also be a taxable transaction
under applicable state and local tax laws, as well as foreign and
other tax laws. Each US holder of Brammer Shares is strongly
advised to consult an appropriately qualified independent
professional tax adviser immediately with respect to the tax
consequences of the Scheme.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, this document may not
be made available, directly or indirectly, in, into or from any
jurisdiction where local laws or regulations may result in a
significant risk of civil, regulatory or criminal exposure if
information concerning the Acquisition is sent or made available to
Brammer Shareholders in that jurisdiction (the "Restricted
Jurisdiction") where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by
use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission,
telex or telephone) of inter-state or foreign commerce of, or any
facility of a national, state or other securities exchange of, or
from or within, a Restricted Jurisdiction, or any other overseas
jurisdiction in respect of which such action would not be lawful.
Accordingly, unless otherwise determined by Bidco or required by
the Code and permitted by applicable law and regulation, copies of
this document and any other formal documentation relating to the
Acquisition will not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction
where to do so would violate the laws of that jurisdiction.
The availability of this Document 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 Acquisition 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.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Brammer's website at
investor.brammer.biz by no later than 12:00 noon on the Business
Day following this Announcement. Neither the contents of these
websites nor the content of any other website accessible from
hyperlinks on such websites is incorporated into, or forms part of,
this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSSAFWDFWSESE
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February 03, 2017 12:13 ET (17:13 GMT)
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