TIDMLWB
RNS Number : 9098H
Low & Bonar PLC
27 March 2020
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
27 March 2020
Low & Bonar PLC
("the Company")
Amendment to Financing Agreements
The Company is today announcing amendments to its financing
arrangements, including a further temporary waiver of its financial
covenants, and, if required, access to additional facilities.
As set out in the announcement of 10 October 2019, the Company
had agreed amendments to its financing agreements at that time,
waiving the financial covenants which were due to be tested as at
30 November 2019, in order to assist the Company in progressing
both its turnaround plan and the recommended cash acquisition of
the Company by FV Beteiligungs-GmbH (the "Offer"). Under the
amendments, the financial covenants would have been reinstated and
tested within 14 days of the Offer lapsing or being withdrawn with
respect to the financial position as at the previous month-end. The
scheduled covenant test as at 31 May 2020 would have occurred in
any event. As previously advised on 14 January and 17 March 2020,
in light of trading performance, as well as a challenging outlook,
were the financial covenants to be tested in line with the
amendments described above, it was very unlikely that the Company
would have been able to comply.
As announced on 17 March 2020, the only key remaining condition
to the Offer is competition approval from the European Commission
("EC") in Phase 1. Whilst a decision from the EC on this is now
expected by 17 April 2020, there can be no certainty as to its
outcome at this time. In light of this, and taking into account
recent trading performance and outlook, also now affected by the
further uncertainties relating to economic conditions caused by the
Covid-19 virus, the Company has engaged further with its lenders,
seeking to ensure that should the Offer lapse, or be withdrawn, the
Company will have a stable financial platform to allow alternative
strategic options to be pursued.
On 27 March 2020 the Company agreed further amendments to
facilities with its lenders (the "Amended Facilities") such that
the financial covenants that could have been required to be tested
at some point in the period to 31 May 2020, as described above,
have been waived until 30 November 2020 and will not be reinstated
if the Offer lapses or is withdrawn. In addition, the Company's
lenders have agreed to make available to it additional facilities
of GBP12 million which had been draw-stopped under the terms of
previous waivers, and agreed to defer repayment of a loan of RMB70m
(GBP8.1m) that was due to be repaid in June 2020. The Company is
required to ensure that it has a certain minimum liquidity in terms
of cash and available facilities for forward-looking 13-week
periods during the period to 30 November 2020 (the "Liquidity
Requirement") in respect of the new facilities and the Company will
be unable to draw on these additional facilities if it is unable to
comply with the Liquidity Requirement at any time. The Company has
also agreed to certain covenants in respect of the ordinary course
operation of its business.
The Company has agreed to provide appropriate security to the
lenders for these additional facilities and to provide guarantees
for repayment from certain of its subsidiaries, and these
facilities will only become available once that security and those
guarantees have been put in place, which is expected to take place
over coming weeks and only in the event that the Offer lapses or is
withdrawn.
The Amended Facilities also contain the following changes to the
pricing of the main borrowing facilities:
(i) if the Offer lapses, there will be a "payment in kind"
uplift to the margin applying depending on leverage;
(ii) if the Offer lapses, the Company will pay an amendment fee
to the lenders and an additional amendment fee will be paid as an
exit fee upon repayment of the facilities; and
(iii) upon drawdown of the new facility, the Company will pay a
further arrangement fee to the lenders.
As set out above and according to the EC's own guidelines, a
formal decision on the Phase 1 review of the Offer should be
provided by 17 April 2020. The EC will provide feedback to the
parties on its preliminary assessment of the application ahead of
that date, which may include a preliminary view as to the
likelihood of Phase 1 clearance. It should be noted that there can
be no certainty at this stage as to the outcome of the Phase 1
review process. The Company will provide further updates as
appropriate.
For further information, please contact:
Low & Bonar PLC
Daniel Dayan Executive Chairman 020 7535 3191
Ian Ashton Group CFO
Instinctif Partners 020 7457 2020
Matthew Smallwood
Rosie Driscoll
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 circular (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 this announcement 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 circular 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 Freudenberg 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 circular 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 circular has 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 Freudenberg 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, Freudenberg 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
This announcement, the scheme circular (including information
incorporated by reference in the scheme circular), oral statements
made regarding the Acquisition, and other information published by
Freudenberg 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 Freudenberg 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
circular include statements relating to the expected effects of the
Acquisition on Freudenberg 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 circular 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's or Low & Bonar's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
government regulation on Freudenberg's or Low & Bonar's
business.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in the scheme
circular, they have not been reviewed by the auditors of
Freudenberg 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 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 circular 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 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 and Low & Bonar disclaim any obligation to update
or revise any forward-looking or other statements contained in the
scheme circular 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. For the avoidance of doubt, the contents of
that website is not incorporated into and does 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
AGRPPUCGWUPUGWM
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March 27, 2020 09:18 ET (13:18 GMT)
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