TIDMHMY
RNS Number : 8326T
Hamworthy plc
13 December 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Press Release 13 December 2011
Hamworthy plc
("Hamworthy" or the "Group")
Recommended Acquisition of Hamworthy plc ("Hamworthy") by
Wartsila Technology Oy Ab ("Wartsila"), a wholly-owned subsidiary
of Wartsila Corporation
Posting of Scheme Document
On 22 November 2011, the Hamworthy Directors and the Wartsila
Directors announced that they had reached agreement on the terms of
a recommended offer, to be made by Wartsila, a wholly-owned
subsidiary of Wartsila Corporation, for the entire issued and to be
issued ordinary share capital of Hamworthy for 825 pence in cash
per Hamworthy Share (the "Acquisition"). It was also announced that
the Acquisition would be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Unless otherwise defined, all capitalised terms shall have the
meaning given to them in the Scheme Document (as defined
below).
Further to that announcement, the board of Hamworthy is pleased
to announce that the scheme document relating to the Acquisition
(the "Scheme Document") is being posted to Hamworthy Shareholders
today. The Scheme Document contains, amongst other things, the full
terms and conditions of the Scheme, an explanatory statement
pursuant to section 897 of the Companies Act 2006, the expected
timetable of principal events, an employee representative's opinion
(pursuant to Rule 25.9 of the Code) and details of the actions to
be taken by the Hamworthy Shareholders. Participants in the
Hamworthy Share Schemes will shortly be sent further details of the
actions they can take in respect of these share schemes.
As described in the Scheme Document, the Scheme will need to be
approved at the Court Meeting and will require the passing of a
special resolution at the General Meeting to become Effective. Both
the Court Meeting and the General Meeting will be held at the
offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London
EC2A 2HA on 9 January 2012 with the Court Meeting to commence at
11.00 a.m. and the General Meeting to commence at 11.15 a.m. (or as
soon thereafter as the Court Meeting is concluded or adjourned).
Notices of the Court Meeting and the General Meeting are included
in the Scheme Document.
The Scheme Document, together with information incorporated by
reference therein, will be available free of charge, subject to any
applicable restrictions relating to persons resident outside the
United Kingdom, on the investor section of the Hamworthy website at
www.hamworthy.com/investors during the Offer Period.
The expected timetable of principal events is as follows:
EVENT TIME AND DATE(1)
Latest time for lodging blue Forms of Proxy for the Court
Meeting 11.00 a.m. on 7 January 2012
Latest time for lodging white Forms of Proxy for the General
Meeting 11.15 a.m. on 7 January 2012
Scheme Voting Record Time for Court Meeting and General Meeting
6.00 p.m. on 7 January 2012
Court Meeting 11.00 a.m. on 9 January 2012
General Meeting 11.15 a.m. on 9 January 2012
Latest time for lodging green Forms of Election and TTE
Instructions in respect of the Loan Note Alternative 11.00 a.m. on
19 January 2012
Scheme Court Hearing (to sanction the Scheme) 26 January
2012
Suspension of trading, and last time for registration of
transfers of,
and disablement in CREST of, Hamworthy Shares 5.00 p.m. on 27 January 2012
Reduction Record Time 6.00 p.m. on 27 January 2012
Reduction Court Hearing (to confirm the Reduction of Capital) 30
January 2012
Effective Date 31 January 2012
Cancellation of trading of Hamworthy Shares by no later than 8.00 a.m. on 31 January 2012
Latest date for despatch of cheques and crediting of CREST
accounts for cash consideration due under the Scheme and
despatch of
Loan Note Certificates (if applicable) 14 February 2012
Long Stop Date 13 June 2012
Notes:
(1) These dates and times are indicative only and will depend,
among other things, on the dates by which all necessary anti-trust
clearances are obtained and the dates on which the Court sanctions
the Scheme and confirms the associated Reduction of Capital. This
timetable assumes that German and Norwegian anti-trust clearances
are obtained by not later than 26 January 2012. If clearances are
obtained by a later date, these dates may be put back accordingly.
If any of these expected dates change, Hamworthy will, unless the
Panel otherwise consents, give notice of the change by issuing an
announcement through a Regulatory Information Service. Unless
otherwise stated, all references to times are to London time.
Hamworthy Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme. A copy of this announcement and the Scheme Document will be
made available on Hamworthy's and Wartsila's websites at
www.hamworthy.com and www.wartsila.com (respectively) by no later
than 12 noon on 14 December 2011.
- Ends -
For further information:
Hamworthy plc
Joe Oatley, Chief Executive Tel: +44 (0) 1202
662 600
Paul Crompton, Finance Director www.hamworthy.com
Graham Lockyer, Head of IR
Hawkpoint Partners Limited
(Nominated Adviser to Hamworthy)
Christopher Kemball Tel: +44 (0) 20 7665
4500
Colin Christie www.hawkpoint.com
Robin Sturken
Numis (Broker to Hamworthy)
Christopher Wilkinson Tel: +44 (0) 20 7260
1000
Ben Stoop
Abchurch (Public relations adviser to
Hamworthy)
Henry Harrison-Topham / Quincy Allan Tel: +44 (0) 20 7398
7702
henry.ht@abchurch-group.com www.abchurch-group.com
Wartsila
Atte Palomaki, Group Vice President, Tel: +358 10 709
Communications & Branding 5219
Pauliina Tennila, Director, Investor Tel: +358 40 570
Relations 5530
UBS Investment Bank (Financial adviser Tel: +44 (0) 20 7567
to Wartsila) 8000
Eero Ehrnrooth
Jonathan Rowley
Thomas Onions
Tulchan (Public relations adviser to
Wartsila)
Stephen Malthouse / Martha Kelly Tel: +44 (0) 20 7353
4200
Hawkpoint Partners Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively as financial adviser to Hamworthy and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Hamworthy for providing the protections afforded
to clients of Hawkpoint Partners Limited nor for providing advice
in relation to the Acquisition or any other matter referred to in
this announcement.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Hamworthy and no one else in connection with the Acquisition, is
not advising, or acting for, any other person and will not be
responsible to anyone other than Hamworthy for providing the
protections afforded to clients of Numis or for providing advice in
connection with the Acquisition or for any matter referred to
herein.
UBS is exclusively acting for Wartsila and Wartsila Corporation
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Wartsila and Wartsila Corporation
for providing the protections offered to clients of UBS nor for
providing advice in relation to the Acquisition or the contents of
this or any transaction or arrangement referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Hamworthy's registrars, Capita Registrars, at The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or on 0871
664 0321 (or if calling from outside the UK +44 20 8639 3399) with
an address to which the hard copy may be sent. Calls to 0871 664
0321 cost 10 pence per minute including VAT. Calls to the helpline
from outside the UK will be charged at the applicable international
rate. Calls may be recorded and monitored for security and training
purposes. The helpline cannot provide advice on the merits of the
proposals nor give any financial, legal or tax advice. You may also
request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard
copy form.
It is important that you note that unless you make such a
request, a hard copy of this announcement and any such information
incorporated by reference in it will not be sent to you. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should
be in hard copy form.
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 invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Acquisition will be made solely through the Scheme
Document and the accompanying Forms of Proxy, which will together
contain the full terms and conditions of the Acquisition, including
details of how to accept the Acquisition. Any response in relation
to the Acquisition should be made only on the basis of the
information contained in the Scheme Document or any document by
which the Acquisition is made.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales 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 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 other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Notice to US investors
US Holders may vote in respect of the resolutions to be proposed
at the meetings to be convened in connection with the Scheme.
US Holders should note that the Scheme relates to the shares of
a UK company that is a "foreign private issuer" as defined under
Rule 3b-4 under the US Securities Exchange Act of 1934 (the "US
Exchange Act"), is subject to UK disclosure requirements (which are
different from those of the United States) and is proposed to be
made by means of a scheme of arrangement provided for under English
law. A transaction effected by means of a scheme of arrangement for
a foreign private issuer is not subject to the proxy solicitation
or tender offer rules under the US Exchange Act. Accordingly, the
Scheme is subject to the disclosure requirements, rules and
practices applicable in the UK to schemes of arrangement, which
differ from the requirements of US proxy solicitation or tender
offer rules. Financial information included in the Scheme Document
has been prepared, except the financial information relating to the
Wartsila Group in Appendix IV (Historical Financial Information)
and unless specifically stated otherwise, in accordance with
accounting standards applicable in the UK and thus may not be
comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
The receipt of cash pursuant to the Scheme by a US Holder as
consideration for the cancellation of its Hamworthy Shares pursuant
to the Scheme may be a taxable transaction for US federal income
tax purposes and under applicable United States state and local, as
well as foreign and other, tax laws. Each Hamworthy Shareholder is
urged to consult its independent professional adviser immediately
regarding the tax consequences of the Scheme applicable to it. If,
in the future, Wartsila exercises the right to implement the
Acquisition by way of a Takeover Offer, such offer will be made in
compliance with applicable US laws and regulations.
The Loan Notes that may be issued pursuant to the Scheme have
not been and will not be registered under the United States
Securities Act of 1933 (the "Securities Act"). Nonetheless, even
though the Loan Note Alternative will not be made available to US
Holders, notice of the Loan Note Alternative will be given to US
Holders on the same basis as it is given to other Hamworthy
Shareholders. Accordingly, the offer of the Loan Notes will be made
in reliance on the exemption from the registration requirements of
the Securities Act provided by section 3(a)(10) thereof.
Overseas jurisdictions
The laws of relevant jurisdictions may affect the availability
of the Acquisition to persons who are not citizens, residents or
nationals of the United Kingdom. Persons who are not resident in
the United Kingdom, or who are citizens, residents or nationals of
a jurisdiction outside of the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory
requirements. Any failure to comply with the laws and regulatory
requirements of the relevant jurisdiction may constitute a
violation of the securities laws of such jurisdiction. The Loan
Notes will not be offered to Overseas Shareholders.
The release, publication or distribution of this announcement in
jurisdictions other than the UK may be restricted by law and/or
regulation and therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable requirements.
This announcement is not intended to be, and does not constitute
or form any part of, any offer for securities for sale or purchase
in any jurisdiction. The Acquisition will be made solely pursuant
to the terms of the Scheme Document (or, if applicable, the Offer
Document), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition or to elect to sell shares in connection with the
Acquisition, as the case may be. Any decision in respect of, or
other response to, the Acquisition should be made only on the basis
of the information contained in the Scheme Document. Unless
otherwise determined by Wartsila and permitted by applicable law
and regulation, the Acquisition will not be made, directly or
indirectly, in or into, or by the use of the mails of, or by any
means or instrumentality (including, without limitation, by mail,
telephonically or electronically by way of internet or otherwise)
of interests or foreign commerce of, or by any facilities of a
national, state or other securities exchange of any Restricted
Jurisdiction, and the Acquisition may not be accepted by any other
such use, means, instrumentality or facility from or within any
Restricted Jurisdiction. Accordingly, unless otherwise determined
by Wartsila and permitted by applicable law and regulation, copies
of this announcement and any other documents related to the
Acquisition are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in or into any Restricted
Jurisdiction. All persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should
observe these restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not mail or otherwise
forward, send or distribute this announcement in, into or from any
Restricted Jurisdiction.
The Acquisition will be for the securities of a corporation
organised under the laws of England and will be subject to the
procedure and disclosure requirements of England. Since this
announcement has been prepared in accordance with English law and
the Code, the information disclosed may not be the same as that
which would have been prepared in accordance with the laws of
jurisdictions outside England.
Forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning the Acquisition, Wartsila
and Hamworthy. Generally, the words "will", "may", "should",
"could", "would", "can", "continue", "opportunity", "believes",
"expects", "intends", "anticipates", "estimates" or words or terms
of similar substance or the negative thereof are forward-looking
statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the 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
Wartsila's or Hamworthy's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on Wartsila's or Hamworthy's business. Many of these
risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as
future market conditions and the behaviours of other market
participants, and therefore undue reliance should not be placed on
such statements. All subsequent oral or written forward-looking
statements attributable to Wartsila or Hamworthy or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Wartsila and Hamworthy disclaim any
obligation in respect of, and do not intend to update, these
forward-looking statements, except as required pursuant to
applicable law.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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