TIDMLWB
RNS Number : 3392S
Low & Bonar PLC
05 November 2019
SCHEME OF ARRANGEMENT
Low & Bonar PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
5 November 2019
Recommended Cash Acquisition
of
Low & Bonar PLC
by
FV Beteiligungs-GmbH
RESULTS OF COURT MEETING AND GENERAL MEETING
On 20 September 2019, Low & Bonar PLC (Low & Bonar) and
FV Beteiligungs-GmbH (FVB), a wholly-owned subsidiary of
Freudenberg SE (Freudenberg), announced their agreement on the
terms of a recommended cash acquisition by FVB of the entire issued
and to be issued ordinary share capital of Low & Bonar (the
Acquisition), to be effected by means of a Court-approved scheme of
arrangement under Part 26 of the Companies Act 2006 (the
Scheme).
Low & Bonar announces that the Court Meeting to consider
and, if thought fit, approve the Scheme and the General Meeting to
consider, and if thought fit, pass the Special Resolution relating
to the Acquisition were each held today and:
-- holders of Scheme Shares voted to approve the Scheme at the Court Meeting; and
-- Low & Bonar Shareholders voted to approve the Special
Resolution at the General Meeting.
Number of Low & Bonar Shareholders voting and votes cast at
Court Meeting
Results of the poll at the Court Meeting held on 5 November 2019
were as follows:
No. of Scheme % of Scheme No. of Scheme % of Scheme Shares No. of Scheme
Shareholders voting Shareholders voting Shares voted voted Shares voted as a
% of the issued
share capital
FOR 429 88.64 560,490,023 99.61 81.26
-------------------- -------------------- -------------------- -------------------- -------------------
AGAINST 55 11.36 2,191,487 0.39 0.32
-------------------- -------------------- -------------------- -------------------- -------------------
TOTAL 484 100.00 562,681,510 100.00 81.58
-------------------- -------------------- -------------------- -------------------- -------------------
Number of votes cast at General Meeting
Results of the poll at the General Meeting held on 5 November
2019 were as follows:
No. of Low & Bonar Shareholders voting No. of Low & Bonar Shares voted % of Low & Bonar Shares voted
FOR 444 560,125,777 99.61
--------------------------------------- -------------------------------- ------------------------------
AGAINST 49 2,202,926 0.39
--------------------------------------- -------------------------------- ------------------------------
TOTAL 493 562,328,703 100.00
--------------------------------------- -------------------------------- ------------------------------
WITHHELD 8 106,939 0.00
--------------------------------------- -------------------------------- ------------------------------
A withheld vote is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned.
A copy of the Special Resolution passed at the General Meeting
will be submitted to the National Storage Mechanism and will be
available for inspection at:
http://www.morningstar.co.uk/uk/nsm.
Next steps and timetable
The Scheme remains subject to the satisfaction (or, if capable
of waiver, the waiver) of the other Conditions to the Scheme
including receiving the required antitrust approvals and
clearances, and the sanction by the Court at the Court Hearing.
Subject to the satisfaction or, where applicable, waiver of the
other Conditions, the Scheme receiving the sanction of the Court
and the filing of a certified copy of the Court Order with the
Registrar of Companies, the Scheme is expected to become effective
during the first half of 2020.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 11 of the
Scheme Document (as defined below). If any of the key dates set out
in the timetable change, Low & Bonar will give notice of this
change by issuing an announcement through a Regulatory Information
Service and by making such announcement available on its website at
www.lowandbonar.com.
Terms defined in the scheme document dated 11 October 2019
containing the full terms and conditions of the Acquisition (the
Scheme Document) have the same meanings in this announcement.
Enquiries:
Low & Bonar PLC
Daniel Dayan, Executive Chairman +44 (0) 20 7535
Ian Ashton, Group Chief Financial Officer 3180
Rothschild & Co (Financial adviser to
Low & Bonar)
Stuart Vincent +44 (0) 20 7280
Sabina Pennings 5000
Instinctif Partners (PR adviser to Low
& Bonar)
Matthew Smallwood +44 (0) 20 7457
Rosie Driscoll 2020
Shareholder Helpline +44 (0) 121 415
Equiniti 0954
Important notices relating to financial advisers
N.M. Rothschild & Sons Limited (Rothschild & Co), which
is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Low & Bonar and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Low & Bonar for providing the
protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to any matter referred to in this
announcement.
Barclays Bank PLC, acting through its Investment Bank
(Barclays), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for
Freudenberg and no one else in connection with the Acquisition and
will not be responsible to anyone other than Freudenberg for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Acquisition or any other matter
referred to in this announcement.
Further information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Low & Bonar in any jurisdiction in contravention
of applicable law. The Acquisition will be made solely by means of
the Scheme Document (or any subsequent document by which the
Acquisition is made), which contains the full terms and conditions
of the Acquisition.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules and the City Code on Takeovers and Mergers 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 and regulations of any jurisdictions
outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of the Scheme Document
in or into or from jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK should inform themselves
about, and observe, any applicable legal or regulatory
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 announcement and
the Scheme Document have been prepared for the purposes of
complying with UK company law and the City Code and the information
disclosed may not be the same as that which would have been
disclosed if they had been prepared in accordance with the laws of
other jurisdictions.
Unless otherwise determined by FVB or required by the City Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction or any other jurisdiction where to
do so would violate the laws of that jurisdiction and no person may
vote in favour of the Acquisition by any 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 the Scheme Document will not be and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws of that jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
such jurisdictions where to do so would violate the laws of that
jurisdiction.
The availability of the Acquisition to Low & Bonar
Shareholders who are not resident in the UK may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the UK should inform themselves of,
and observe, any applicable requirements.
Notice to US Low & Bonar Shareholders
The Acquisition is being made to acquire the securities of a
Scottish company by means of a scheme of arrangement under the
Companies Act and the laws of Scotland. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules under the US Exchange Act. Accordingly, the Scheme will be
subject to disclosure requirements and practices applicable in the
UK to schemes of arrangement, which are different from the
disclosure requirements of the US tender offer rules. The financial
information included in the Scheme Document has been or will have
been prepared in accordance with accounting standards applicable in
the UK and thus may not be comparable to financial information of
US companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
US.
It may be difficult for US holders of Low & Bonar Shares to
enforce their rights and claims arising out of the US federal
securities laws, since FVB and Low & Bonar are located in
countries other than the US, and some or all of their officers and
directors may be residents of countries other than the US. US
holders of Low & Bonar Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Low & Bonar Shares
pursuant to the Scheme will likely be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Low & Bonar
Shareholder is urged to consult his or her independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him or her.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, FVB or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Low & Bonar Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
Forward looking statements
The Scheme Document (including information incorporated by
reference in the Scheme Document), oral statements made regarding
the Acquisition, and other information published by Freudenberg,
FVB and Low & Bonar contain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of FVB and Low & Bonar about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in the Scheme
Document include statements relating to the expected effects of the
Acquisition on Freudenberg, FVB and Low & Bonar, the expected
timing and scope of the Acquisition and other statements other than
historical facts. All statements other than statements of
historical facts included in the Scheme Document may be
forward-looking statements. Without limitation, any statement
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will",
"should", "could", "would", "may", "anticipates", "estimates",
"synergy", "cost-saving", "projects", "goal", "strategy", "budget",
"forecast" or "might" 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
Freudenberg, FVB's or Low & Bonar's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
government regulation on Freudenberg, FVB's or Low & Bonar's
business.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in the Scheme
Document, they have not been reviewed by the auditors of
Freudenberg, FVB or Low & Bonar or their respective financial
advisers. Such forward-looking statements involve known and unknown
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results to differ materially from those
projected or implied in any forward-looking statements. These
factors include the satisfaction of the Conditions, as well as
additional factors, such as: fluctuations in the capital markets;
fluctuations in interest and exchange rates; the occurrence of
unforeseen disasters or catastrophes; political or economic
instability in principal markets; adverse outcomes in litigation;
and general, local and global economic, political, business and
market conditions. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither
Freudenberg, FVB nor Low & Bonar, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
the Scheme Document will actually occur. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on
such forward-looking statements. All subsequent oral or written
forward-looking statements attributable to Freudenberg, FVB or Low
& Bonar 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.
Freudenberg, FVB and Low & Bonar disclaim any obligation to
update or revise any forward-looking or other statements contained
in the Scheme Document other than in accordance with their legal
and regulatory obligations.
Disclosure requirements of the Takeover Code (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 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 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 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 1% 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(s), 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
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 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.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Low & Bonar's website at
www.lowandbonar.com and Freudenberg's website at
www.freudenberg.com. For the avoidance of doubt, the contents of
those websites are not incorporated into and do not form part of
this announcement.
Low & Bonar Shareholders may request a hard copy of this
announcement by contacting Low & Bonar on +44 (0)20 7535
3180.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMEAAFSEEANFFF
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November 05, 2019 07:06 ET (12:06 GMT)
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