TIDMABF TIDMNMRP
RNS Number : 7308B
Associated British Foods PLC
06 June 2023
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 AS STIPULATED
UNDER THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMED
BY VIRTUE OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS 2019).
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
06 June 2023
RECOMMED CASH ACQUISITION
of
NATIONAL MILK RECORDS PLC
by
ASSOCIATED BRITISH FOODS PLC
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of Associated British Foods plc ("ABF") and
National Milk Records plc ("NMR") are pleased to announce
that they have reached agreement on the terms of a recommended
cash acquisition to be made by ABF, pursuant to which
AB Agri Limited (an indirect wholly-owned subsidiary of
ABF) will acquire the entire issued and to be issued ordinary
share capital of NMR (the "Acquisition"). It is intended
that the Offer be implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act
(or, if ABF so elects, with the consent of the Panel,
a Takeover Offer) between NMR and NMR Shareholders.
-- Under the terms of the Acquisition, each NMR Shareholder
will be entitled to receive:
215 pence in cash per NMR Share
-- The Acquisition values the entire issued and to be issued ordinary
share capital of NMR at approximately GBP48.0 million on a fully
diluted basis.
-- The Acquisition represents a premium of approximately
-- 87.0% to the Closing Price of an NMR Share of 115.0 pence
on 05 June 2023, being the Last Practicable Date;
-- 94.6% to the volume weighted average share price ("VWAP")
of an NMR Share of 110.5 pence for the three month period
ended on the Last Practicable Date; and
-- 85.6% to the VWAP of an NMR Share of 115.9 pence for the
six month period ended on the Last Practicable Date.
Overview of ABF
-- The ABF Group is a diversified international food, ingredients
and retail group with 132,000 employees in 53 countries.
ABF has a premium listing on the Main Market of the London
Stock Exchange and has a market capitalisation of some
GBP14 billion with a net cash position of circa GBP0.6
billion.
-- AB Agri is ABF's international agri-food business and
a leader in the UK agricultural sector. AB Agri occupies
a key position in the food supply chain, with a presence
in more than 80 countries, employing over 3,000 people
internationally. AB Agri supplies a wide range of animal
feed, supplements and specialist ingredients, and provides
value-added services and expertise to farmers, feed and
food manufacturers and retailers. It operates at the heart
of the agricultural industry and its vision centres around
working with its customers to produce high-quality, affordable,
safe and responsibly sourced food products. AB Agri has
an established position in the UK dairy industry, working
with over 2,000 UK dairy farms.
Background to and reasons for the Acquisition
-- AB Agri actively looks to add new, complementary capabilities
through M&A and has a track record of successfully acquiring
businesses. NMR's business is well aligned with AB Agri's objective
of supporting customers across the dairy industry, helping to
drive efficiency and increase productivity. NMR provides complementary
services and technology offerings to AB Agri's existing operations
across the dairy supply chain, and AB Agri believes that a combination
will enable a better service to the dairy industry, initially
in the UK, offering products that deliver increased value, efficiency
and ultimately profitability for farmers. AB Agri is excited
about NMR becoming part of the broader group and believes that
the Acquisition will allow NMR to accelerate and de-risk the
delivery of its strategy, as well as creating greater opportunities
for NMR's customers, employees and wider stakeholders.
NMR recommendation
-- The NMR Directors, who have been so advised by Canaccord Genuity
as to the financial terms of the Acquisition, consider the terms
of the Acquisition to be fair and reasonable. In providing its
advice to the NMR Directors, Canaccord Genuity has taken into
account the commercial assessments of the NMR Directors. Canaccord
Genuity is providing independent financial advice to the NMR
Directors for the purpose of Rule 3 of the Code.
-- Accordingly, the NMR Directors believe that the Acquisition is
in the best interests of NMR Shareholders as a whole and intend
to recommend unanimously that NMR Shareholders vote or procure
votes in favour of the Scheme at the Court Meeting and the Resolutions
to be proposed at the General Meeting (or, in the event that
the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of the Takeover Offer), as all the
NMR Directors holding NMR Shares have irrevocably undertaken
to do in respect of their own beneficial holdings of 284,792
NMR Shares (representing, in aggregate, approximately 1.34% of
the NMR Shares in issue on the Last Practicable Date).
Irrevocable Undertakings
-- In addition to the irrevocable undertakings noted above, ABF
has received irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting (or, in the event that the Acquisition
is implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer) in respect of 14,072,334 NMR
Shares, representing approximately 66.25% of the NMR Shares in
issue on the Last Practicable Date.
-- In addition, ABF has received an undertaking to act on a reasonable
endeavours basis to vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting
(or, in the event that the Acquisition is implemented by way
of a Takeover Offer, to accept or procure acceptance of the Takeover
Offer) in respect of 194,880 NMR shares (representing, in aggregate,
approximately 0.92% of the NMR Shares in issue on the Last Practicable
Date).
-- Therefore, as at the date of this announcement, ABF has received
irrevocable undertakings and reasonable endeavours undertakings
in respect of a total of 14,552,006 NMR Shares (representing
approximately 68.51% of the NMR Shares in issue on the Last Practicable
Date).
-- Full details of the irrevocable undertakings received by ABF
are set out in Appendix 3 to this announcement.
Timetable and Conditions
-- It is intended that the Acquisition be implemented by
way of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (or, if ABF so elects and
with the consent of the Panel, a Takeover Offer). The
purpose of the Scheme is to provide for AB Agri to become
the owner of the entire issued and to be issued ordinary
share capital of NMR. The Scheme will be put to Scheme
Shareholders at the Court Meeting and to the NMR Shareholders
at the General Meeting. In order to become Effective,
the Scheme must be approved by a majority in number of
the Scheme Shareholders voting at the Court Meeting, either
in person or by proxy, representing at least 75% in value
of the Scheme Shares voted. In addition, the implementation
of the Scheme must also be approved by NMR Shareholders
at the General Meeting.
-- The Acquisition will be on the terms and subject to the
Conditions and certain further terms set out in Appendix
1 to this announcement, including, among other things:
(a) the approval of Scheme Shareholders at the Court Meeting
and the passing of the Resolutions to be proposed at the
General Meeting; (b) the CMA confirming in response to
a briefing note that it has no further questions or, alternatively,
CMA approval; (c) the sanction of the Scheme by the Court;
and (d) the Scheme becoming Effective no later than the
Long Stop Date. The Acquisition does not require the approval
of ABF shareholders.
-- The Scheme Document will include full details of the Scheme,
together with an explanatory statement providing details
of the Acquisition, and the notices convening the Court
Meeting and the General Meeting. The Scheme Document will
also contain the expected timetable of the Acquisition
and will specify the necessary actions to be taken by
NMR Shareholders. The Scheme Document will be sent to
NMR Shareholders within 28 days of the date of this announcement
(or such later date as NMR, ABF and the Panel agree).
-- If any dividend or other distribution in respect of the
NMR Shares is declared, paid or made on or after the date
of this announcement, ABF reserves the right to reduce
the consideration payable for each NMR Share under the
terms of the Acquisition by the amount per NMR Share of
such dividend or distribution. If ABF exercises this right
or makes such a reduction in respect of a dividend or
distribution, NMR Shareholders will be entitled to receive
and retain that dividend or distribution.
-- The Acquisition is currently expected to become Effective
during Q3 2023, subject to the satisfaction or waiver
of the Conditions and certain further terms set out in
Appendix 1 to this announcement and to the full terms
and conditions of the Acquisition which will be set out
in the Scheme Document
-- The NMR Directors are responsible for arranging this announcement
on behalf of NMR. The ABF Directors are responsible for
arranging this announcement on behalf of ABF. The LEI
of NMR is 213800WRKB3WOUGNGN83.
Commenting on today's announcement, Trevor Lloyd, Chairman of
NMR, said:
"I am pleased to announce ABF's intention to acquire NMR.
ABF's and AB Agri's status within the UK agricultural sector
and expertise in the dairy industry will provide a significant
benefit to NMR's customers. As the UK dairy supply chain continues
its drive to carbon neutrality, NMR's work with GenoCells and
milk data, and our pivotal role in payment testing, will contribute
important information to aid in this transition. The backing
of ABF will accelerate and de-risk NMR's ability to deliver
its strategic objectives, streamlining industry processes by
creating a holistic business that can provide end-to-end data
and analysis to ensure the long term sustainability, efficiency
and profitability of UK dairy.
The NMR team looks forward to working as part of ABF and AB
Agri to further position NMR as a leading player at the centre
of the UK dairy industry."
Commenting on today's announcement, José Nobre, Chief Executive
of AB Agri, said:
"I am delighted to be announcing AB Agri's intention to acquire
NMR. NMR is a high-quality business which is extremely complementary
and additive to our dairy strategy and offering to the dairy
industry. We have supported dairy farmers for more than 30
years with nutrition and specialty feed products, and more
recently with data and technology platforms which deliver insights
that create continuous improvement in agricultural supply chains.
Acquiring NMR is an extension of this strategy and will enable
us to service the industry better, offering products that deliver
increased value, efficiency and ultimately profitability for
dairy farmers. NMR has assembled a strong team and we are excited
by the prospect of working together with them to accelerate
the development of the business."
This summary should be read in conjunction with, and is subject
to, the following full text of this announcement and the
Appendices. The Scheme will be subject to the further terms and
conditions set out in Appendix 1 to this announcement and to the
full terms and conditions which will be set out in the Scheme
Document. Appendix 2 contains bases and sources of certain
information contained in this announcement. Details of irrevocable
undertakings received by ABF are set out in Appendix 3 . Certain
terms used in this announcement are defined in Appendix 4 .
A copy of this announcement is available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on ABF's website at
www.abf.co.uk/investors and NMR's website at
www.nmr.co.uk/investors. For the avoidance of doubt, the contents
of these websites and of any other website accessible by hyperlinks
on this website, are not incorporated by reference into, and do not
form part of, this announcement.
Enquiries:
Associated British Foods Plc +44 (0)20 7399 6545
Eoin Tonge, Group Finance Director
Chris Barrie, Corporate Affairs Director
Rothschild & Co (Financial Adviser to
ABF) +44 (0)20 7280 5000
Stuart Vincent
Simon Cope-Thompson
Citigate Dewe Rogerson (Financial PR
Adviser to ABF) +44 (0)20 7638 9571
Holly Gillis Tel: 07940 797560
Angharad Couch Tel: 07507 643004
National Milk Records Plc +44 (0)3330 043 043
Mark Frankcom, Finance Director
Canaccord Genuity Limited (AQSE Corporate
Adviser, Broker and Rule 3 Adviser to
NMR) +44 (0)20 7523 8000
Adam James
Harry Rees
BlytheRay (Financial PR adviser to NMR) +44 (0)20 7138 3204
Megan Ray
Rachael Brooks
Addleshaw Goddard LLP is providing legal advice to ABF. Gowling
WLG (UK) LLP is providing legal advice to NMR.
IMPORTANT NOTICES
Further information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation or the solicitation of an
offer to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise. The Acquisition will be made
solely pursuant to the terms of the Scheme Document, which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition, together with
the accompanying forms of proxy. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made
only on the basis of the information contained in the Scheme
Document.
The release, publication or distribution of this announcement in
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 legal or regulatory requirements.
In particular, the ability of persons who are not resident in the
United Kingdom to vote their NMR Shares with respect to the Scheme
at the Court Meeting, or to appoint another person as proxy to vote
at the Court Meeting on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located. 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 has been prepared for the purposes 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. This announcement does
not constitute a prospectus or prospectus equivalent document.
The Scheme Document (including notices of the Court Meeting and
the General Meeting), together with the relevant Forms of Proxy,
will be published as soon as practicable and in any event within 28
days of this announcement (unless otherwise agreed with the
Panel).
ABF and NMR encourage NMR Shareholders to read the Scheme
Document (or any further documentation published in connection with
the Acquisition) carefully when it becomes available because it
will contain important information in relation to the Acquisition.
Any decision by NMR Shareholders in relation to the Acquisition
should be made only on the basis of the information contained in
the Scheme Document.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Acquisition
is implemented by way of Takeover Offer (unless otherwise permitted
by applicable law or regulation), the Takeover Offer may not be
made, directly or indirectly, in or into or by use of the mails or
any other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of
a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
The Acquisition relates to securities in a non-US company
registered in England and Wales trading on the AQSE Growth Market,
and is subject to the disclosure requirements, rules and practices
applicable to companies trading in the United Kingdom, which differ
from those of the United States in certain material respects. This
document has been prepared in accordance with UK style and practice
for the purpose of complying with the laws of England and Wales,
the Code and the Aquis Rules. US shareholders should read this
entire document. Accordingly, the Acquisition will be subject to
disclosure and other procedural requirements that are different
from those applicable under US domestic tender offer procedures. US
shareholders should note that NMR is not listed on an American
securities exchange, subject to the periodic reporting requirements
of the US Exchange Act or required to, and does not, file any
reports with the SEC thereunder.
It may be difficult for US shareholders to enforce certain
rights and claims arising in connection with the Acquisition under
US federal securities laws since NMR is located outside the United
States and its officers and most of its directors reside outside
the United States. It may not be possible to sue a non-US company
or its officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
In accordance with normal UK practice, ABF or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase NMR Shares, other than
pursuant to the Acquisition, until the date on which the Scheme (or
Takeover Offer, if applicable) 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 and will be reported to a
regulatory information service.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) at
www.nmr.co.uk/investors and www.abf.co.uk/investors by no later
than 12 noon (London time) on 07 June 2023 (being the Business Day
following the date of this announcement). The content of the
websites referred to in this announcement is not incorporated into
and does not form part of this announcement.
Requesting Hard Copy Documents
In accordance with Rule 30.3 of the Code, NMR Shareholders and
persons with information rights may request a hard copy of this
announcement by contacting NMR's registrars, Equiniti Limited on
+44 (0)371 384 2050 or by submitting a request in writing at
Equiniti Limited, Aspect House, Spencer Road, Lancing West Sussex
BN99 6DA . Lines are open from 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday (except English and Welsh public holidays). Calls
are charged at the standard geographical rate and will vary by
provider. Calls from outside the United Kingdom will be charged at
the applicable international rate. For persons who receive a copy
of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, NMR confirms that, as
at the close of business on 05 June 2023 (being the last Business
Day prior to the date of this announcement), it had in issue
21,239,702 NMR Shares, which are in issue and admitted to trading
on the AQSE Growth Market. The International Securities
Identification Number (ISIN) of the NMR Shares is GB00B5TWCQ18.
No Profit Forecasts or Estimates
No statement in this announcement is intended, or is to be
construed, as a profit forecast, profit estimate, or quantified
financial benefits statement or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share for NMR for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for NMR.
Other 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 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. 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 the offeree company. 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. Relevant
persons who deal in the relevant securities of the offeree company
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. 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 the offeree company, 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, 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 of
the Code).
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.
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.
Disclaimers
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for NMR and no one else in
connection with the Acquisition and will not be responsible to
anyone other than NMR for providing the protections afforded to
clients of Canaccord Genuity nor for providing advice in relation
to the Acquisition or any other matters referred to in this
announcement. Neither Canaccord Genuity nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Canaccord Genuity in connection with this announcement, any
statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for ABF and
no one else in connection with the Acquisition and will not be
responsible to anyone other than ABF for providing the protections
afforded to clients of Rothschild & Co nor for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither Rothschild & Co nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Rothschild & Co in connection with this announcement, any
statement contained herein or otherwise.
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.
Forward-looking Statements
This announcement (including any information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by ABF and NMR may
contain certain forward-looking statements with respect to the
financial condition, results of operations and business of ABF
and/or NMR and certain plans and objectives of ABF and/or NMR with
respect thereto. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by
ABF and/or NMR in the light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this document could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document.
Neither ABF nor NMR assumes any obligation to update or correct the
information contained in this
announcement (whether as a result of new information, future
events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
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 AS STIPULATED
UNDER THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMED
BY VIRTUE OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS 2019).
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
06 June 2023
RECOMMED CASH ACQUISITION
of
NATIONAL MILK RECORDS PLC
by
ASSOCIATED BRITISH FOODS PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of Associated British Foods plc ("ABF") and National
Milk Records plc ("NMR") are pleased to announce that they have
reached agreement on the terms of a recommended cash acquisition to
be made by ABF, pursuant to which AB Agri Limited (an indirect
wholly-owned subsidiary of ABF) will acquire the entire issued and
to be issued ordinary share capital of NMR (the "Acquisition").
It is intended that the Acquisition be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. ABF reserves the right to elect, with the consent of
the Panel, to implement the Acquisition by way of a Takeover Offer
as an alternative to the Scheme.
2 The Acquisition
Under the terms of the Acquisition, each NMR Shareholder will be
entitled to receive:
215 pence in cash per NMR Share
The Acquisition values the entire issued and to be issued
ordinary share capital of NMR at approximately GBP48.0 million on a
fully diluted basis.
The Acquisition represents a premium of approximately:
-- 87.0% to the Closing Price of an NMR Share of 115.0
pence on 05 June 2023, being the Last Practicable Date;
-- 94.6% to the volume weighted average share price ("VWAP")
of an NMR Share of 110.5 pence for the three month period
ended on the Last Practicable Date; and
-- 85.6% to the VWAP of an NMR Share of 115.9 pence for
the six month period ended on the Last Practicable Date.
Subject to the Conditions and further terms set out in Appendix
1 to this announcement and to be set out in full in the Scheme
Document, the Scheme Shares will be acquired by AB Agri fully paid
and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party
rights or interests whatsoever and together with all rights
existing at the date of this announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this announcement in
respect of the NMR Shares.
If any dividend or other distribution in respect of the NMR
Shares is declared, paid or made on or after the date of this
announcement, ABF reserves the right to reduce the consideration
payable for each NMR Share under the terms of the Acquisition by
the amount per NMR Share of such dividend or distribution. To the
extent that any such dividend or other distribution and/or other
return of capital announced, declared, paid or made is: (a)
transferred pursuant to the Acquisition on a basis which entitles
ABF to receive the dividend or other distribution and to retain it;
or (b) cancelled, then in either case the consideration payable in
respect of the Acquisition will not be subject to change in
accordance with this paragraph. If ABF exercises this right or
makes such a reduction in respect of a dividend or distribution,
NMR Shareholders will be entitled to receive and retain that
dividend or distribution. Any exercise by ABF of its rights
referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision of variation of the terms of the
Acquisition.
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 to this announcement,
including, among other things: (a) the approval of Scheme
Shareholders at the Court Meeting and the passing of the
Resolutions to be proposed at the General Meeting; (b) the CMA
confirming in response to a briefing note that it has no further
questions or, alternatively, CMA approval; (c) the sanction of the
Scheme by the Court; and (d) the Scheme becoming Effective no later
than the Long Stop Date. In order to become Effective, the Scheme
must be approved by a majority in number of Scheme Shareholders
present and voting (and entitled to vote), either in person or by
proxy, at the Court Meeting representing at least 75% in value of
the Scheme Shares voted by such holders.
The Scheme Document will include full details of the Scheme,
together with an explanatory statement providing details of the
Acquisition, and the notices convening the Court Meeting and the
General Meeting. The Scheme Document will also contain the expected
timetable of the Acquisition and will specify the necessary actions
to be taken by NMR Shareholders. The Scheme Document will be sent
to NMR Shareholders within 28 days of the date of this announcement
(or such later date as NMR, ABF and the Panel agree).
3 Background to and reasons for the Acquisition
AB Agri actively looks to add new, complementary capabilities
through M&A and has a track record of successfully acquiring
businesses. NMR's business is well aligned with AB Agri's objective
of supporting customers across the dairy industry, helping to drive
efficiency and increase productivity. NMR provides complementary
services and technology offerings to AB Agri's existing operations
across the dairy supply chain, and AB Agri believes that a
combination will enable a better service to the dairy industry,
initially in the UK, offering products that deliver increased
value, efficiency and ultimately profitability for farmers. AB Agri
is excited about NMR becoming part of the broader group and
believes that the Acquisition will allow NMR to accelerate and
de-risk the delivery of its strategy, as well as creating greater
opportunities for NMR's customers, employees and wider
stakeholders.
4 Background to and reasons for the recommendation of the Acquisition
The NMR Directors believe that NMR is the leading agri-tech
supplier of management information and testing services to the UK
dairy supply chain. NMR has, in recent years, implemented several
significant initiatives which streamlined its business to allow it
to focus on the services required by both the milk production
supply base and the milk processing sector of the UK dairy
industry. NMR now has a highly respected and unique position as the
only business carrying out Payment Testing within the industry.
This current footprint and lean infrastructure have resulted in
significant cash-generation and delivery of good profit levels.
NMR's success has largely been driven by working collaboratively
with the key players in each sector, such as milk processors,
retailers, vets and third-party suppliers to UK dairy farmers. NMR
demonstrated its versatility and robustness with a swift recovery
from the impact of the Covid-19 pandemic, and more recently has
developed a leading genomics laboratory which enables the launch of
the novel GenoCells testing service. This exclusive technology is a
significant step forward in testing individual cows for somatic
cells, an early indication of mastitis infection.
NMR's business continues to differentiate itself by developing
new products and making investments into alternative technologies
to align itself with the growing emphasis in the dairy market on
sustainability and the mitigation of the environmental impact of
dairy food production. The UK dairy supply chain is currently
stepping very much onto the front foot in an extremely proactive
drive to prove its credentials in terms of carbon reduction and
ultimately carbon neutrality. NMR's services and data are central
to the achievement of that aim.
NMR's unaudited results for the six-month period ended 31
December 2022 show the continued strategic progress that has been
made and, accordingly, the NMR Board remains confident in NMR's
future prospects as an independent listed company and its ability
to deliver sustainable value for all stakeholders over the medium
to long-term. However, these prospects, by their forward-looking
nature, involve future risk and uncertainty and the NMR Board has
therefore taken into account the offer from ABF which would provide
NMR Shareholders with an immediate realisation of this future value
in cash.
In that context, the NMR Board did not solicit an offer for NMR
from ABF. Following a period of dialogue, the NMR Board received an
indicative proposal from ABF of 215 pence per share and decided to
engage in discussions with ABF to facilitate its due diligence,
which have resulted in this announcement of the Acquisition.
The NMR Board has also consulted with certain of NMR's
significant shareholders who have demonstrated their support for
the Acquisition - this is evidenced by their provision of
irrevocable undertakings and reasonable endeavours undertakings to
support the Acquisition in respect of, in aggregate (when added to
those irrevocable undertakings given by the NMR Directors
themselves), 14,552,006 NMR Shares representing approximately
68.51% of the NMR Shares in issue as the Last Practicable Date.
The NMR Directors believe that the Acquisition will provide
additional resources and support to deliver scale to NMR's
business, including GenoCells in the UK and the US, whilst also
providing complementary expertise, technologies and actionable
insights to NMR's existing and prospective customers - including UK
dairy farmers, milk processors and retailers.
Having given due consideration to ABF's intentions in relation
to NMR's employees, the NMR Directors also believe that NMR's
workforce will benefit from enhanced future employment
opportunities within the enlarged ABF Group. The NMR Directors also
welcome ABF's statements that it has no current plans to make any
changes to the location of NMR's places of business, headquarters
and headquarter functions following the Scheme becoming Effective,
and that, following the Effective Date, the existing contractual
and statutory employment rights, including pensions rights, of all
management and employees of NMR will be fully safeguarded, and that
ABF does not intend to make any material change in their conditions
of employment. The NMR Directors note and agree with ABF's other
stated intentions in respect of the business, management,
employees, pension schemes and other stakeholders of NMR.
In considering the financial terms of the Acquisition and
determining whether they value NMR and its prospects appropriately,
the NMR Board has taken into account a number of factors, including
but not limited to, the following:
-- the Acquisition reflects the strength of the NMR business
and its medium-term future prospects, and provides an
opportunity for NMR Shareholders to crystallise, in cash,
the value of their investments on fair and reasonable
financial terms which incorporate the potential for future
value creation and provide certainty when weighed against
the inherent uncertainty of the delivery of future value;
-- the Acquisition provides an answer to the problem of the
current illiquidity of NMR Shares and the relatively small
size of the Company as a quoted entity, both of which
limit attractiveness of the stock to institutional investors,
despite the attractions of the underlying business. The
alternatives, such as moving to a new trading platform
such as AIM, does not on its own solve this underlying
mismatch of scale, illiquidity and public company status;
-- the Offer Price of 215 pence per NMR Share represents
an attractive premium of 87.0% to the Closing Price of
115.0 pence per NMR Share on 05 June 2023, the Last Practicable
Date; and
-- the Offer Price represents a premium of 94.6% to the VWAP
of an NMR Share of 110.5 pence for the three month period
ended on the Last Practicable Date, and a premium of 85.6%
to the VWAP of an NMR Share of 115.9 pence for the six
month period ended on the Last Practicable Date.
Following careful consideration of both the financial terms of
the Acquisition and ABF's plans for the NMR business under ABF's
ownership, the NMR Board has determined that the Acquisition is in
the best interests of NMR and NMR Shareholders as a whole.
5 Recommendation
The NMR Directors, who have been so advised by Canaccord Genuity
as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing advice to
the NMR Directors, Canaccord Genuity has taken into account the
commercial assessments of the NMR Directors. Canaccord Genuity is
providing independent financial advice to the NMR Directors for the
purpose of Rule 3 of the Code.
Accordingly, the NMR Directors unanimously intend to recommend
that the NMR Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting
(or, in the event that the Acquisition is implemented by way of a
Takeover Offer, to accept or procure acceptance of the Takeover
Offer), as all the NMR Directors holding NMR Shares have
irrevocably undertaken to do in respect of their own beneficial
holdings of 284,792 NMR Shares (representing, in aggregate,
approximately 1.34% of the Scheme Shares in issue on the Last
Practicable Date).
6 Irrevocable undertakings
In addition to the irrevocable undertakings from the NMR
Directors referred to in paragraph 5 above, ABF has received
irrevocable undertakings from certain other NMR Shareholders to
vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, in the event
that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of the Takeover Offer) in respect of
14,072,334 NMR Shares, representing approximately 66.25% of the NMR
Shares in issue as the Last Practicable Date.
In addition, ABF has received an undertaking to act on a
reasonable endeavours basis to vote in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General
Meeting (or, in the event that the Acquisition is implemented by
way of a Takeover Offer, to accept or procure acceptance of the
Takeover Offer) in respect of 194,880 NMR shares (representing, in
aggregate, approximately 0.92% of the NMR Shares in issue on the
Last Practicable Date).
Consequently, ABF has received irrevocable undertakings and
reasonable endeavours undertakings in respect of approximately
14,552,006 NMR Shares, representing approximately 68.51% of the NMR
Shares in issue as the Last Practicable Date.
Further details of these irrevocable undertakings are set out in
Appendix 3 to this announcement.
7 Information on ABF and AB Agri
The ABF Group is a diversified international food, ingredients
and retail group with 132,000 employees in 53 countries. ABF has a
premium listing on the Main Market of the London Stock Exchange and
has a market capitalisation of some GBP14 billion with a net cash
position of circa GBP0.6 billion.
AB Agri is ABF's international agri-food business and a leader
in the UK agricultural sector. AB Agri occupies a key position in
the food supply chain, with a presence in more than 80 countries,
employing over 3,000 people internationally. AB Agri supplies a
wide range of animal feed, supplements and specialist ingredients,
and provides value-added services and expertise to farmers, feed
and food manufacturers and retailers. It operates at the heart of
the agricultural industry and its vision centres around working
with its customers to produce high-quality, affordable, safe and
responsibly sourced food products. AB Agri has an established
position in the UK dairy industry, working with over 2,000 UK dairy
farms.
Further details in relation to ABF and AB Agri will be contained
in the Scheme Document.
8 Information on NMR
The NMR Directors believe that NMR is the leading agri-tech
supplier of management information and testing services to the UK
dairy supply chain, developing technology used to inform farming
efficiency and animal welfare, and quantify food provenance. NMR
regularly collects a milk sample from virtually every dairy farm in
Great Britain, positioning it as a highly respected and present
voice across the breadth of the national dairy sector. NMR's
success has been largely driven by strong collaborative
relationships with key industry players, including dairy farmers,
vets, milk processors, third party suppliers, and major
retailers.
NMR provides milk recording and testing services, invoicing
upwards of 3,000 farms every month. In addition, NMR provides milk
payment testing services to the majority of the UK's milk
processors. Through its laboratories, NMR also provides disease
testing services for individual animals and whole herd analysis.
NMR continues to differentiate itself by developing new products
and services and investing in alternative technologies, notably
genomics and GenoCells.
In delivering its services, NMR has been working to help reduce
carbon emissions per litre of milk whilst maintaining overall milk
yields. This objective aligns with the aims of the UK dairy supply
chain, which continues to be proactive in its drive to prove its
carbon reduction and carbon neutrality credentials. NMR's services
and data are central to achieving that aim.
9 NMR Share Schemes
Participants in the NMR Share Schemes will be contacted
regarding the effect of the Acquisition on their rights under the
NMR Share Schemes and appropriate proposals in accordance with Rule
15 of the Code will be made to such participants in due course.
Details of these proposals will be set out in the Scheme
Document and separate Rule 15 proposal documentation.
10 Financing
The cash consideration payable to the NMR Shareholders under the
terms of the Acquisition will be financed by existing cash
resources available to ABF.
Rothschild & Co, as financial adviser to ABF, is satisfied
that sufficient cash resources are available to ABF to enable it to
satisfy in full the cash consideration payable to NMR Shareholders
under the terms of the Acquisition.
11 Governance, management, employees and locations of business
ABF and AB Agri's strategic plans for NMR
ABF and AB Agri have a high regard for NMR's business and intend
to support the acceleration of their current strategy, with NMR
benefiting from the capabilities, scale and resources of AB Agri.
ABF and AB Agri's intention is for NMR to operate as part of AB
Agri. The Acquisition will enable AB Agri and NMR to enhance their
proposition as a value-added partner for dairy farmers and dairy
processors, and to support the dairy industry, initially in the UK,
to deliver high-quality, responsibly sourced products as a key part
of the daily nutrition of millions of consumers.
Prior to the date of this announcement, ABF has been granted
access to certain due diligence information and NMR's senior
management in order to undertake customary confirmatory due
diligence. Consequently, ABF has not yet had access to sufficiently
granular information to allow it to formulate a detailed
operational plan regarding the integration of NMR into the ABF
Group. Following the Effective Date and in the first six months of
ownership, ABF intends to initiate a review of the business and
operations of NMR. While the parameters of the review have not yet
been finalised, ABF expects that it will involve an evaluation of
business expansion opportunities, development of ideas for
enhancing the enlarged ABF Group's proposition as a value-added
partner for dairy farmers and processors, an analysis of
overlapping areas and functions (in particular in corporate and
support areas) and identification of potential areas of overlap in
the enlarged ABF Group's portfolio of real estate and offices.
Employees and management
ABF values the skills and experience of NMR's management and
employees and believes that they will benefit from enhanced
opportunities under the ownership of AB Agri, given its broader
activities and capabilities. ABF confirms that, following the
Effective Date, the existing contractual and statutory employment
rights of all of NMR Group's management and employees will be fully
safeguarded in accordance with applicable law.
ABF has not yet begun to carry out the review referred to above
and accordingly has not reached any conclusions or formulated any
specific intentions as to its likely outcome or made any decisions
in relation to any detailed actions that may be taken as a result
of this review. ABF therefore cannot be certain what impact there
will be on the employment of, and the balance of skills and
functions of, or terms and conditions of employment of, the
management and employees of the enlarged ABF Group. However, any
reduction in headcount arising from integration is expected to be
mainly in respect of overlapping functions (principally corporate
and support) and those functions associated with NMR's status as a
public listed company and is not expected to be material. Any such
reductions would be subject to appropriate consultation with
employees and employee representative bodies.
In addition, it is intended that, upon completion of the
Acquisition, each of the non-executive members of the NMR Board
shall resign from their office as a director of NMR.
ABF has not entered into and has not discussed any form of
incentivisation arrangements with members of NMR's management and
will not have any such discussions prior to the Effective Date. ABF
intends to put in place appropriate arrangements for NMR's
management following completion of the Acquisition.
Pensions
NMR does not operate or contribute to any defined benefit
pension schemes in respect of its employees. It does, however,
operate certain defined contribution pension schemes. ABF does not
intend to make any changes to the eligibility rules or contribution
rates that currently apply under NMR's defined contribution pension
plans. ABF confirms that it will comply with all applicable laws in
connection with the provision of retirement benefits.
Locations of business, fixed assets, headquarters and research
and development
Following the Acquisition, ABF intends that NMR will operate
within AB Agri. ABF does not intend to change the locations of
NMR's laboratories, and no change in the location of NMR's
headquarters or headquarters function is intended to be made in the
12 months following the Effective Date. ABF does intend to assess,
as part of the review referred to above, the most appropriate
locations for NMR's offices, in the light of AB Agri's and ABF's
existing property footprint. Where overlap or duplication are
identified, locations of business (including headquarters) may, in
due course, be consolidated, disposed or repurposed. No significant
changes are intended by ABF with respect to the deployment of NMR's
fixed asset base.
ABF recognises the importance of research and development to
NMR's ability to provide industry leading solutions to its
customers. ABF has no intention of materially reducing NMR's level
of expenditure on research and development.
Trading facilities
NMR Shares are currently traded on the AQSE Growth Market and,
as set out in paragraph 15 of this announcement, a request will be
made to Aquis to cancel trading in NMR's shares on the AQSE Growth
Market, to take effect from or shortly after the Effective Date. As
stated in paragraph 15 of this announcement, dealings in NMR Shares
will be suspended prior to the Effective Date and thereafter there
will be no trading facilities in relation to NMR Shares.
No statements in this section are "post-offer undertakings" for
the purposes of Rule 19.5 of the Code.
12 Offer-related Arrangements
Confidentiality Agreement
Pursuant to the Confidentiality Agreement, AB Agri undertook to
keep, and to procure that certain of their representatives keep
information relating to the NMR Group and/or to the Acquisition
confidential, to use such information solely for the agreed
purposes in relation to the Acquisition and not to disclose it to
third parties (with certain exceptions). These confidentiality
obligations will remain in force until the earlier of: (a)
completion of the Acquisition by ABF or a member of the ABF Group;
or (b) the date falling two years after the date of the
Confidentiality Agreement.
Co-operation Agreement
Pursuant to the Co-operation Agreement: (a) ABF and NMR have
agreed to co-operate to assist with the satisfaction of certain
regulatory conditions; (b) ABF has agreed to provide NMR with
certain information for the purposes of the Scheme Document and to
otherwise assist with the preparation of the Scheme Document; and
(c) ABF and NMR have agreed certain arrangements in respect of the
NMR Share Schemes.
The Co-operation Agreement will terminate, among other things:
(a) if the Acquisition is withdrawn or lapses; (b) if prior to the
Long Stop Date any Condition becomes incapable of satisfaction; (c)
if the NMR Directors withdraw their recommendation of the
Acquisition or if the NMR Directors recommend a competing proposal;
(d) if the Scheme does not become Effective in accordance with its
terms by the Long Stop Date; or (e) otherwise as agreed in writing
between ABF and NMR.
13 Structure of and conditions to the Acquisition
It is intended that the Acquisition will be effected by means of
a Court-sanctioned scheme of arrangement between NMR and the Scheme
Shareholders under Part 26 of the Companies Act, although ABF
reserves the right to elect (with the consent of the Panel) to
implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme.
The effect of the Scheme is to provide for AB Agri to become the
holder of the entire issued and to be issued ordinary share capital
of NMR. This is to be achieved by the transfer of the Scheme Shares
to AB Agri, in consideration for which the Scheme Shareholders will
receive the cash consideration payable under the Scheme on the
basis set out in paragraph 2 of this announcement.
To become Effective, the Scheme must be approved at the Court
Meeting by a majority in number of Scheme Shareholders present and
voting (and entitled to vote), either in person or by proxy, at the
Court Meeting and who represent 75 per cent or more in value of the
Scheme Shares voted by those Scheme Shareholders. In respect of the
approval of the Scheme, Scheme Shareholders will be entitled to
cast one vote for each Scheme Share held. The Scheme also requires
the Resolutions to be approved by the requisite majority of NMR
Shareholders at the General Meeting. It is expected that the
General Meeting will be held immediately after the Court Meeting.
In respect of the Resolutions to be proposed at the General
Meeting, NMR Shareholders will be entitled to cast one vote for
each NMR Share held.
Once the necessary approvals have been obtained at the Court
Meeting and the General Meeting, and the other Conditions (save for
the Condition set out at paragraph 4 of Part A of Appendix 1 ) have
been satisfied or, if applicable, waived, the Scheme must be
sanctioned by the Court (with or without modification but subject
to any modification being on terms reasonably acceptable to ABF and
NMR). The Scheme will only become Effective once a copy of the
Scheme Court Order is delivered to the Registrar of Companies for
registration.
The Acquisition is subject to the Conditions and further terms
set out in Appendix 1 to this announcement and to the full terms
and conditions that will be set out in the Scheme Document,
including, among other things:
(a) the Scheme becoming Effective by 11.59 p.m. (London
time) on the Long Stop Date;
(b) the approval of the Scheme by a majority in number of
Scheme Shareholders present and voting (and entitled
to vote), either in person or by proxy, at the Court
Meeting and who represent at least 75% in value of the
Scheme Shares voted by such holders;
(c) the passing of the Resolutions by the requisite majority
at the General Meeting;
(d) the CMA confirming in response to a briefing note that
it has no further questions or, alternatively, CMA approval;
(e) the sanction of the Scheme by the Court (without modification
or with modification on terms acceptable to ABF and
NMR); and
(f) a copy of the Scheme Court Order is delivered to the
Registrar of Companies.
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting, the General Meeting
(and the associated Forms of Proxy) and the expected timetable. It
will also specify the action to be taken by Scheme
Shareholders.
Subject to the satisfaction of the Conditions, the Scheme is
expected to become effective during Q3 2023.
Upon the Scheme becoming Effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the General Meeting (and if they
attended and voted, whether or not they voted in favour) and the
cash consideration payable under the Scheme will be issued and
despatched to Scheme Shareholders no later than 14 days after the
Effective Date. Share certificates in respect of NMR Shares will
cease to be valid and entitlements to NMR Shares held within the
CREST system will be cancelled.
Any NMR Shares issued before the Scheme Record Time will be
subject to the terms of the Scheme. The Resolutions to be proposed
at the General Meeting will, among other matters, provide that the
NMR Articles be amended to incorporate provisions requiring any NMR
Shares issued after the Scheme Record Time (other than to AB Agri
or its nominee(s)) to be automatically transferred to AB Agri on
the same terms as the Acquisition (other than terms as to timings
and formalities). The provisions of the NMR Articles (as amended)
will avoid any person (other than AB Agri or its nominee(s))
holding NMR Shares after the Effective Date.
If the Scheme does not become Effective on or before the Long
Stop Date, it will lapse and the Acquisition will not proceed
(unless the Panel otherwise consents). The deadlines for the timing
of the Court Meeting, the General Meeting and the Court hearing to
approve the Scheme may be waived by ABF, and the Long Stop Date may
be extended by agreement between ABF and NMR.
The Scheme will be governed by English law and will be subject
to the jurisdiction of the Court and the applicable requirements of
the Code, the Panel, the Aquis Rules, and the FCA.
14 Right to switch to a Takeover Offer
ABF reserves the right to elect (with the consent of the Panel)
to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, the Acquisition will be
implemented on substantially the same terms, so far as applicable,
as those which would apply to the Scheme, subject to appropriate
amendments to reflect the change in method of effecting the
Acquisition.
Further, in such circumstances, if sufficient acceptances of the
Takeover Offer are received and/or sufficient NMR Shares are
otherwise acquired, it is the intention of ABF to apply the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining NMR Shares in respect of which the
Takeover Offer has not been accepted.
15 Cancellation of admission to trading on the AQSE Growth
Market and re-registration as a private limited company
It is intended that dealings in NMR Shares will be suspended on
or shortly before the Effective Date at a time to be set out in the
Scheme Document. It is further intended that an application will be
made to Aquis for the cancellation of admission to trading of NMR
Shares on the AQSE Growth Market, with effect from or shortly after
the Effective Date.
The last day of dealing in NMR Shares on the AQSE Growth Market
is currently expected to be the Business Day immediately prior to
the Effective Date and it is currently intended that no transfers
will be registered after 6.00 p.m. on that date.
Share certificates in respect of NMR Shares will cease to be
valid and should be destroyed on the Effective Date. In addition,
entitlements held within CREST to NMR Shares will be cancelled on
the Effective Date.
It is ABF's intention that, in due course and following the
cancellation of admission to trading on the AQSE Growth Market, NMR
will be re-registered as a private limited company.
15 Disclosure of Interests
As at the Last Practicable Date, neither ABF, nor any of its
directors, nor, so far as ABF is aware, any person acting in
concert (within the meaning of the Code) with ABF has:
-- any interest in, or right to subscribe for, any NMR Shares
nor does any such person have any short position in any
NMR Shares, including any short positions under a derivative,
any agreement to sell, any delivery obligation or right
to require another person to purchase or take delivery
of any NMR Shares;
-- borrowed or lent any NMR Shares or entered into any financial
collateral arrangements of the kind referred to in Note
4 on Rule 4.6 of the Code relating to any NMR Shares;
or
-- is party to any dealing arrangement of the kind referred
to in Note 11 on the definition of acting in concert in
the Code in relation to any NMR Shares.
"Interests in securi ti es " for these purposes and within the
meaning of the Code arise, in summary, when a person has long
economic exposure, whether absolute or condi ti onal, to changes in
the price of securi ti es (and a person who only has a short posi
ti on in securi ti es is not treated as interested in those securi
ti es). In par ti cular, a person will be treated as having an
'interest' by virtue of the ownership, vo ti ng rights or control
of securi ti es, or by virtue of any agreement to purchase, op ti
on in respect of, or deriva ti ve referenced to, securi ti es.
16 Documents available for inspection
Copies of the following documents are available, or will be made
available promptly and by no later than 12 noon (London time) on
the Business Day following the date of this announcement, on
www.nmr.co.uk/investors and www.abf.co.uk/investors subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions:
(a) this announcement
(b) the irrevocable undertakings listed in Appendix 3;
(c) the consent letters from each of Canaccord Genuity and
Rothschild & Co referred to in paragraph 19 below;
(d) the Confidentiality Agreement; and
(e) the Co-operation Agreement.
For the avoidance of doubt, the contents of any website referred
to in this announcement, and the contents of any other website
accessible from hyperlinks on such websites are not incorporated
into and do not form part of this announcement.
17 Overseas shareholders
The availability of the Acquisition and the distribution of this
announcement to NMR Shareholders who are not resident in the UK may
be affected by the laws of the relevant jurisdiction in which they
are located. Such persons should inform themselves of, and observe,
any applicable legal or regulatory requirements of their
jurisdiction. NMR Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any securities.
NMR Shareholders are advised to read carefully the Scheme Document
and related Forms of Proxy once they have been despatched.
Further information for NMR Shareholders resident, or located,
in overseas jurisdictions will be set out in the Scheme
Document.
18 General
In deciding whether or not to vote (or procure votes) to approve
the Scheme at the Court Meeting or to vote (or procure votes) in
favour of the Resolutions to be proposed at the General Meeting in
respect of their NMR Shares, NMR Shareholders should rely solely on
the information contained, and follow the procedures described, in
the Scheme Document.
It has not been practicable for ABF to make enquiries of all of
their concert parties in advance of the release of this
announcement. Therefore, if ABF becomes aware, following the making
of such enquiries, that any of its concert parties have any
additional interests in the relevant securities of NMR, all
relevant details in respect of ABF's concert parties will be
included in their opening position disclosure in accordance with
Rule 8 of the Code, which shall be made on or before 12 noon
(London time) on the 10th Business Day following the date of this
announcement.
The Acquisition will be made on the terms and subject to the
Conditions and further terms set out in Appendix 1 to this
announcement and the full terms and conditions to be set out in the
Scheme Document. The bases and sources of certain information
contained in this announcement are set out in Appendix 2 . Appendix
3 contains the details of the irrevocable undertakings received by
ABF in relation to the Acquisition. Certain terms used in this
announcement are defined in Appendix 4 .
The Scheme Document will include full details of the Scheme,
together with an explanatory statement providing details of the
Acquisition, and the notices convening the Court Meeting and the
General Meeting. The Scheme Document will also contain the expected
timetable of the Acquisition and will specify the necessary actions
to be taken by NMR Shareholders. The Scheme Document will be sent
to NMR Shareholders within 28 days of the date of this announcement
(or such later date as NMR, ABF and the Panel agree).
The NMR Directors are responsible for arranging this
announcement on behalf of NMR. The ABF Directors are responsible
for arranging this announcement on behalf of ABF. The LEI of NMR is
213800WRKB3WOUGNGN83 .
Each of Canaccord Genuity and Rothschild & Co has given and
not withdrawn its consent to the inclusion in this announcement of
references to its name in the form and context in which they
appear.
IMPORTANT NOTICES
Further information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation or the solicitation of an
offer to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise. The Acquisition will be made
solely pursuant to the terms of the Scheme Document, which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote in
respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information
contained in the Scheme Document.
The release, publication or distribution of this announcement in
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 legal or regulatory requirements.
In particular, the ability of persons who are not resident in the
United Kingdom to vote their NMR Shares with respect to the Scheme
at the Court Meeting, or to appoint another person as proxy to vote
at the Court Meeting on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located. 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 has been prepared for the purposes 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. This announcement does
not constitute a prospectus or prospectus equivalent document.
The Scheme Document (including notices of the Court Meeting and
the General Meeting), together with the relevant Forms of Proxy,
will be published as soon as practicable and in any event within 28
days of this announcement (unless otherwise agreed with the
Panel).
ABF and NMR encourage NMR Shareholders to read the Scheme
Document (or any further documentation published in connection with
the Acquisition) carefully when it becomes available because it
will contain important information in relation to the Acquisition.
Any response in relation to the Acquisition should be made only on
the basis of the information contained in the Scheme Document.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Acquisition
is implemented by way of Takeover Offer (unless otherwise permitted
by applicable law or regulation), the Takeover Offer may not be
made, directly or indirectly, in or into or by use of the mails or
any other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of
a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
The Acquisition relates to securities in a non-US company
registered in England and Wales trading on the AQSE Growth Market,
and is subject to the disclosure requirements, rules and practices
applicable to companies trading in the United Kingdom, which differ
from those of the United States in certain material respects. This
document has been prepared in accordance with UK style and practice
for the purpose of complying with the laws of England and Wales,
the Code and the Aquis Rules. US shareholders should read this
entire document. Accordingly, the Acquisition will be subject to
disclosure and other procedural requirements that are different
from those applicable under US domestic tender offer procedures. US
shareholders should note that NMR is not listed on an American
securities exchange, subject to the periodic reporting requirements
of the US Exchange Act or required to, and does not, file any
reports with the SEC thereunder.
It may be difficult for US shareholders to enforce certain
rights and claims arising in connection with the Acquisition under
US federal securities laws since NMR is located outside the United
States and its officers and most of its directors reside outside
the United States. It may not be possible to sue a non-US company
or its officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
In accordance with normal UK practice, ABF or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase NMR Shares, other than
pursuant to the Acquisition, until the date on which the Scheme (or
Takeover Offer, if applicable) 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 and will be reported to a
regulatory information service.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) at
www.nmr.co.uk/investors and www.abf.co.uk/investors by no later
than 12 noon (London time) on 07 June 2023 (being the Business Day
following the date of this announcement). The content of the
websites referred to in this announcement is not incorporated into
and does not form part of this announcement.
Requesting Hard Copy Documents
In accordance with Rule 30.3 of the Code, NMR Shareholders and
persons with information rights may request a hard copy of this
announcement by contacting NMR's registrars, Equiniti Limited on
+44 (0)371 384 2050 or by submitting a request in writing at
Equiniti Limited, Aspect House, Spencer Road, Lancing West Sussex
BN99 6DA . Lines are open from 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday (except English and Welsh public holidays). Calls
are charged at the standard geographical rate and will vary by
provider. Calls from outside the United Kingdom will be charged at
the applicable international rate. For persons who receive a copy
of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, NMR confirms that, as
at the close of business on 05 June 2023 (being the last Business
Day prior to the date of this announcement), it had in issue
21,239,702 NMR Shares, which are in issue and admitted to trading
on the AQSE Growth Market. The International Securities
Identification Number (ISIN) of the NMR Shares is GB00B5TWCQ18.
Other 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 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. 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 the offeree company. 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. Relevant
persons who deal in the relevant securities of the offeree company
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. 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 the offeree company, 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, 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 of
the Code).
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.
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.
Disclaimers
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for NMR and no one else in
connection with the Acquisition and will not be responsible to
anyone other than NMR for providing the protections afforded to
clients of Canaccord Genuity nor for providing advice in relation
to the Acquisition or any other matters referred to in this
announcement. Neither Canaccord Genuity nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Canaccord Genuity in connection with this announcement, any
statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for ABF and
no one else in connection with the Acquisition and will not be
responsible to anyone other than ABF for providing the protections
afforded to clients of Rothschild & Co nor for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither Rothschild & Co nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Rothschild & Co in connection with this announcement, any
statement contained herein or otherwise.
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.
Forward-looking Statements
This announcement (including any information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by ABF and NMR) may
contain certain forward-looking statements with respect to the
financial condition, results of operations and business of ABF
and/or NMR and certain plans and objectives of ABF and/or NMR with
respect thereto. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by
ABF and/or NMR in the light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this document could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document.
Neither ABF nor NMR assumes any obligation to update or correct the
information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by
applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Appendix 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE SCHEME AND THE
ACQUISITION
Part A
Conditions to the Scheme and the Acquisition .
1 The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions
of the Code, on or before the Long Stop Date or such later
date (if any) as ABF and NMR may, with the consent of the
Panel, agree and (if required) the Court may approve.
Scheme approval
The Scheme will be conditional upon:
2 (i) approval of the Scheme by a majority in number representing
not less than 75% of the voting rights attaching to the
Scheme Shares held by those Scheme Shareholders (or the
relevant class or classes thereof) who are on the register
of members of NMR at the Voting Record Time, present and
voting, either in person or by proxy, at the Court Meeting
and at any separate class meeting which may be required
by the Court or at any adjournment of any such meetings;
and (ii) the Court Meeting being held on or before the
22nd day after the expected date of the Court Meeting to
be set out in the Scheme Document in due course (or such
later date (if any) as ABF and NMR may agree with the consent
of the Panel (if required) and the Court may allow);
3 (i) all Resolutions necessary to approve and implement
the Scheme being duly passed by the requisite majority
at the General Meeting or at any adjournment thereof; and
(ii) the General Meeting being held on or before the 22nd
day after the expected date of the General Meeting to be
set out in the Scheme Document in due course (or such later
date (if any) as ABF and NMR may agree with the consent
of the Panel (if required) and the Court may allow); and
4 (i) the sanction of the Scheme by the Court (without modification,
or with modification on terms acceptable to ABF and NMR)
and the delivery of a copy of the Scheme Court Order to
the Registrar of Companies for registration; and (ii) the
Scheme Court Hearing being held on or before the 22nd day
after the expected date of the Scheme Court Hearing to
be set out in the Scheme Document in due course (or such
later date (if any) as ABF and NMR may agree with the consent
of the Panel (if required) and the Court may allow).
General conditions
In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition will be conditional upon
the following matters set out in this Part A of Appendix 1 and,
accordingly, the necessary actions to make the Scheme Effective
will not be taken unless such conditions (as amended if
appropriate) have been satisfied, or, where relevant, waived:
Official authorisations, regulatory clearances and third party
clearances
5 one of the following having occurred:
5.1 by the time of the sanction of the Scheme by the Court, and following
the submission of a Briefing Paper to the CMA's Mergers Intelligence
Unit in connection with the Acquisition, the CMA has responded
to the Briefing Paper to indicate that it does not require any
further information, and has not commenced a Phase 1 Investigation;
or
5.2 where the CMA has commenced a Phase 1 Investigation following
the submission of the Briefing Paper:
(a) the CMA has announced that it has decided not to make
a Phase 2 Reference; or
(b) (in accordance with section 73(2) of the Enterprise
Act 2002, the CMA has formally accepted undertakings
in lieu of a Phase 2 Reference.
6 the waiver (or non-exercise within any applicable time limits)
by any Third Party of any termination right, right of pre-emption,
first refusal or similar right (which is material in the context
of the Wider NMR Group taken as a whole) arising as a result
of or in connection with the Acquisition including, without limitation,
its implementation and financing or the proposed direct or indirect
acquisition of any shares or other securities in, or control
or management of, NMR by ABF or any member of the Wider ABF Group;
7 all necessary filings or applications having been made in connection
with the Acquisition and all statutory or regulatory obligations
in any jurisdiction having been complied with in connection with
the Acquisition or the acquisition by any member of the Wider
ABF Group of any shares or other securities in, or control of,
NMR and all authorisations, orders, grants, recognitions, determinations,
confirmations, consents, licences, clearances, permissions, exemptions
and approvals reasonably deemed necessary or appropriate by ABF
or any member of the Wider ABF Group for or in respect of the
Acquisition including without limitation, its implementation
and financing or the proposed direct or indirect acquisition
of any shares or other securities in, or control of, NMR or any
member of the Wider NMR Group by any member of the Wider ABF
Group having been obtained in terms and in a form satisfactory
to ABF from all appropriate Third Parties or persons with whom
any member of the Wider NMR Group has entered into contractual
arrangements and all such material authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences,
clearances, permissions, exemptions and approvals necessary or
appropriate to carry on the business of any member of the Wider
NMR Group which is material in the context of the ABF Group or
the NMR Group as a whole or of the financing of the Acquisition
remaining in full force and effect and all filings necessary
for such purpose having been made and there being no notice or
intimation of any intention to revoke or not to renew any of
the same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
8 no 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 enacted, made or proposed any statute, regulation,
decision or order, or change to published practice or having
taken any other steps, and there not continuing to be outstanding
any statute, regulation, decision or order, which in each case
would or would reasonably be expected to:
(i) require, prevent or materially delay the divestiture,
or materially alter the terms envisaged for any proposed
divestiture by any member of the Wider ABF Group or
any member of the Wider NMR Group of all or any portion
of their respective businesses, assets or property
or impose any limitation on the ability of any of them
to conduct their respective businesses (or any of them)
or to own any of their respective assets or properties
or any part thereof which, in any such case, is material
in the context of the Wider ABF Group or the Wider
NMR Group in either case taken as a whole;
(ii) require, prevent or materially delay the divestiture
by any member of the Wider ABF Group of any shares
or other securities in NMR;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider ABF
Group directly or indirectly to acquire or to hold
or to exercise effectively any rights of ownership
in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent)
in any member of the Wider NMR Group or the Wider ABF
Group or to exercise voting or management control over
any such member;
(iv) otherwise adversely affect the business, assets, profits
or prospects of any member of the Wider ABF Group or
of any member of the Wider NMR Group to an extent which
is material in the context of the Wider ABF Group or
the Wider NMR Group in either case taken as a whole;
(v) make the Acquisition, its implementation or the acquisition
or proposed acquisition by ABF or any member of the
Wider ABF Group of any shares or other securities in,
or control of NMR void, illegal, and/or unenforceable
under the laws of any jurisdiction, or otherwise, directly
or indirectly, restrain, restrict, prohibit, delay
or otherwise interfere with the same, or impose additional
conditions or obligations with respect thereto;
(vi) require any member of the Wider ABF Group or the Wider
NMR Group to offer to acquire any shares or other securities
(or the equivalent) or interest in any member of the
Wider NMR Group or the Wider ABF Group owned by any
third party;
(vii) impose any limitation on the ability of any member
of the Wider NMR Group to co-ordinate its business,
or any part of it, with the businesses of any other
members which is adverse to and material in the context
of the Wider NMR Group taken as a whole or in the context
of the Acquisition; or
(viii) result in any member of the Wider NMR Group ceasing
to be able to carry on business under any name under
which it presently does so, and all applicable waiting
and other time periods (including any extensions thereof)
during which any such Third Party could institute,
implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step
under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition
of any NMR Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement etc.
9 save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any
member of the Wider NMR Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject,
or any circumstance which in consequence of the Acquisition or
the proposed acquisition of any shares or other securities (or
equivalent) in NMR or because of a change in the control or management
of NMR or otherwise, could or would reasonably result in any
of the following, to an extent which is material and adverse
in the context of the Wider NMR Group, or the Wider ABF Group,
in either case taken as a whole, or in the context of the Acquisition:
(i) any moneys borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or grant available to any such
member, being or becoming repayable or capable of being declared
repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn
or inhibited or being capable of becoming or being withdrawn
or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument
or the rights, liabilities, obligations or interests of any
such member thereunder being terminated or adversely modified
or affected or any obligation or liability arising or any
action being taken or arising thereunder;
(iii) any asset or interest of any such member being or failing
to be disposed of or charged or ceasing to be available to
any such member or any right arising under which any such
asset or interest could be required to be disposed of or
charged or could cease to be available to any such member
otherwise than in the ordinary course of business;
(iv) 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 part of the business, property,
assets or interest of any such member;
(v) the rights, liabilities, obligations or interests of any
such member, or the business of any such member with, any
person, firm, company or body (or any arrangement or arrangements
relating to any such interest or business) being terminated,
adversely modified or affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under
any name under which it presently does so; or
(viii) the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax
liability or any obligation to obtain or acquire any material
Authorisation, notice, waiver, concession, agreement or exemption
from any Third Party or any person) other than trade creditors
or other liabilities incurred in the ordinary course of business
or in connection with the Acquisition,
and, save as Disclosed, no event having occurred which, under
any provision of any agreement, arrangement, licence, permit
or other instrument to which any member of the Wider NMR Group
is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, would or would reasonably
be expected to result in any of the events or circumstances as
are referred to in sub-paragraphs (i) to (viii) (inclusive) of
this Condition, in each case to the extent material in the context
of the Wider NMR Group taken as a whole or in the context of
the Acquisition;
Certain events occurring since Last Accounts Date
10 save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any
member of the Wider NMR Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject,
or any circumstance which in consequence of the Acquisition or
the proposed acquisition of any shares or other securities (or
equivalent) in NMR or because of a change in the control or management
of NMR or otherwise, could or would reasonably result in any
of the following, to an extent which is material and adverse
in the context of the Wider NMR Group, or the Wider ABF Group,
in either case taken as a whole, or in the context of the Acquisition:
(i) save as between NMR and wholly-owned subsidiaries of NMR
or for NMR Shares issued under or pursuant to the exercise
of options and vesting of awards granted under the NMR Share
Schemes, issued or agreed to issue, or authorised or proposed
the issue of, additional shares of any class;
(ii) save as between NMR and wholly-owned subsidiaries of NMR
or for the grant of options and awards and other rights
under the NMR Share Schemes, issued or agreed to issue,
authorised or proposed the issue of securities convertible
into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible
securities;
(iii) other than to another member of the NMR Group, prior to
completion of the Acquisition, recommended, declared, paid
or made any dividend or other distribution payable in cash
or otherwise or made any bonus issue;
(iv) save for intra-NMR Group transactions, merged or demerged
with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over
any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or
proposed or announced any intention to propose any merger,
demerger, disposal, transfer, mortgage, charge or security
interest, in each case, other than in the ordinary course
of business and, in each case, to the extent which is material
in the context of the Wider NMR Group taken as a whole;
(v) save for intra-NMR Group transactions, made or authorised
or proposed or announced an intention to propose any change
in its loan capital in each case, to the extent which is
material in the context of the Wider NMR Group taken as
a whole;
(vi) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-NMR Group
transactions), save in the ordinary course of business,
incurred or increased any indebtedness or become subject
to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal
to purchase, redeem or repay any of its own shares or other
securities or reduced or, save in respect to the matters
mentioned in sub-paragraphs (i) or (ii) above, made any
other change to any part of its share capital in each case,
to the extent which is material in the context of the Wider
NMR Group taken as a whole;
(viii) save for intra-NMR Group transactions, implemented, or authorised,
proposed or announced its intention to implement, any reconstruction,
merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary
course of business;
(ix) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction
or commitment (whether in respect of capital expenditure
or otherwise) which is of a long term, onerous or unusual
nature or magnitude or which involves or would reasonably
be expected to involve an obligation of such a nature or
magnitude other than in the ordinary course of business,
in each case, to the extent which is material in the context
of the Wider NMR Group taken as a whole or in the context
of the Acquisition;
(x) (other than in respect of a member of the Wider NMR Group
which is dormant and was solvent at the relevant time) taken
any corporate action or steps or had any legal proceedings
started or threatened against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up,
dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, manager,
trustee or similar officer of all or any part of its assets
or revenues or any analogous proceedings in any jurisdiction
or appointed any analogous person in any jurisdiction or
had any such person appointed, in each case, to the extent
which is material in the context of the Wider NMR Group
taken as a whole or in the context of the Acquisition;
(xi) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the
Wider NMR Group or the Wider ABF Group other than of a nature
and extent which is normal in the context of the business
concerned;
(xii) waived or compromised any claim otherwise than in the ordinary
course of business which is material in the context of the
Wider NMR Group taken as a whole;
(xiii) made any material alteration to its articles of association;
(xiv) 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;
(xv) entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed
any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to,
or proposed to, effect any of the transactions, matters
or events referred to in this Condition 11;
(xvi) made or agreed or consented to any change to:
(a) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider NMR
Group for its directors, employees or their dependents,
including the NMR Group Personal Pension Plan;
(b) the contributions payable to any such scheme(s) or to
the benefits which accrue or to the pensions which are
payable thereunder;
(c) the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined;
or
(d) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued or made,
in each case, to the extent which is material in the context
of the Wider NMR Group taken as a whole or in the context
of the Acquisition;
(xvii) proposed, agreed to provide or modified the terms of any
of the NMR Share Schemes or other benefit constituting a
material change relating to the employment or termination
of employment of a material category of persons employed
by the Wider NMR Group or which constitutes a material change
to the terms or conditions of employment of any senior employee
of the Wider NMR Group, save as agreed by the Panel (if
required) and by ABF, or entered into or changed the terms
of any contract with any director or senior executive;
(xviii) taken (or agreed or proposed to take) any action which requires,
or would require, the consent of the Panel or the approval
of NMR Shareholders in general meeting in accordance with,
or as contemplated by, Rule 21.1 of the Code;
(xix) entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors
or senior executives of any members of the Wider NMR Group;
or
(xx) waived or compromised any claim which is material in the
context of the Wider NMR Group taken as a whole, otherwise
than in the ordinary course;
No adverse change, litigation or regulatory enquiry
11 save as Disclosed, since the Last Accounts Date:
(i) no adverse change or deterioration having occurred
in the business, assets, financial or trading position
or profits or prospects or operational performance
of any member of the Wider NMR Group which, in any
such case, is material in the context of the Wider
NMR Group taken as a whole and no circumstances have
arisen which would or would reasonably be expected
to result in such adverse change or deterioration;
(ii) no litigation, arbitration proceedings, prosecution
or other legal proceedings to which any member of the
Wider NMR Group is or may become a party (whether as
a plaintiff, defendant or otherwise) and no enquiry,
review or investigation by, or complaint or reference
to, any Third Party or other investigative body against
or in respect of any member of the Wider NMR Group
having been instituted, announced, implemented or threatened
by or against or remaining outstanding in respect of
any member of the Wider NMR Group which in any such
case has had or would reasonably be expected to have
a material adverse effect on any member of the Wider
NMR Group taken as a whole or in the context of the
Acquisition;
(iii) no contingent or other liability of any member of the
Wider NMR Group having arisen or become apparent to
ABF or increased which has had or would reasonably
be expected to have a material adverse effect on any
member of the Wider NMR Group taken as a whole, or
in the context of the Acquisition;
(iv) no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened, announced,
implemented, instituted by or remaining outstanding
against or in respect of any member by or the Wider
NMR Group which in any case is material in the context
of the Wider NMR Group taken as a whole;
(v) no member of the Wider NMR Group having conducted its
business in breach of any applicable laws and regulations
and which is material in the context of the Wider NMR
Group as a whole or material in the context of the
Acquisition; and
(vi) no steps having been taken which are likely to result
in the withdrawal, cancellation, termination or modification
of any licence or permit held by any member of the
Wider NMR Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation,
termination or modification of which has had, or would
reasonably be expected to have, a material adverse
effect on the Wider NMR Group taken as a whole;
No discovery of certain matters
12 save as Disclosed, ABF not having discovered:
(i) that any financial, business or other information concerning
the Wider NMR Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the
Wider NMR Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary
to make that information not misleading and which was not
subsequently corrected before the date of this announcement
by disclosure either publicly or otherwise to ABF or its
professional advisers, in each case, to the extent which
is material in the context of the Wider NMR Group taken as
a whole;
(ii) that any member of the Wider NMR Group or partnership, company
or other entity in which any member of the Wider NMR Group
has a significant economic interest and which is not a subsidiary
undertaking of NMR, is subject to any liability (contingent
or otherwise), other than in the ordinary course of business
and in each case, to the extent which is material in the
context of the Wider NMR Group taken as a whole or in the
context of the Acquisition; or
(iii) any information which affects the import of any information
Disclosed at any time by or on behalf of any member of the
Wider NMR Group and which is material in the context of the
Wider NMR Group taken as a whole or in the context of the
Acquisition;
13 save as Disclosed, ABF not having discovered that:
(i) any past or present member of the Wider NMR Group has failed
to comply with any and/or all applicable legislation or regulation,
of any jurisdiction with regard to the use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge,
leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human
health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there
has otherwise been any such use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or
emission (whether or not the same constituted a non-compliance
by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage,
carriage, disposal, spillage, release, discharge, leak or
emission would be likely to give rise to any liability (actual
or contingent) or cost on the part of any member of the Wider
NMR Group and which is material in the context of the Wider
NMR Group taken as a whole;
(ii) there is, or is likely to be, for any reason whatsoever,
any liability (actual or contingent) of any past or present
member of the Wider NMR Group to make good, remediate, repair,
reinstate or clean up any property or any controlled waters
now or previously owned, occupied, operated or made use of
or controlled by any such past or present member of the Wider
NMR Group (or on its behalf) or by any person for which a
member of the Wider NMR 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, under any environmental
legislation, regulation, notice, circular or order of any
Third Party and which is material in the context of the Wider
NMR Group taken as a whole or the Acquisition;
(iii) circumstances exist (whether as a result of the making of
the Acquisition or otherwise) which would be reasonably likely
to lead to any Third Party instituting, or whereby any member
of the Wider ABF Group or any present or past member of the
Wider NMR Group would be likely to be required to institute,
an environmental audit or take any other steps which would
in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing
or install new plant, machinery or equipment or carry out
changes in the processes currently carried out or make good,
remediate, repair, re-instate or clean up any land or other
asset currently or previously owned, occupied or made use
of by any past or present member of the Wider NMR Group (or
on its behalf) or by any person for which a member of the
Wider NMR 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 NMR Group taken as a whole or the Acquisition;
or
(iv) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of
any product or process of manufacture or materials used therein
currently or previously manufactured, sold or carried out
by any past or present member of the Wider NMR Group which
claim or claims would be likely, materially and adversely,
to affect any member of the Wider NMR Group and which is
material in the context of the Wider NMR Group taken as a
whole or the Acquisition;
Anti-corruption, economic sanctions, criminal property and money
laundering
14 save as Disclosed, ABF not having discovered that:
(i) (A) any past or present member, director, officer or employee
of the Wider NMR Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices
Act of 1977 or any other applicable anti-corruption or anti-bribery
law, rule or regulation or any other applicable law, rule,
or regulation concerning improper payments or kickbacks or
(B) any person that performs or has performed services for
or on behalf of the Wider NMR Group is or has at any time
engaged in any activity, practice or conduct in connection
with the performance of such services which would constitute
an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery law, rule or regulation or any other applicable
law, rule, or regulation concerning improper payments or
kickbacks;
(ii) any asset of any member of the Wider NMR Group constitutes
criminal property as defined by section 340(3) of the Proceeds
of Crime Act 2002 (but disregarding paragraph (b) of that
definition) or proceeds of crime under any other applicable
law, rule, or regulation concerning money laundering or proceeds
of crime or any member of the Wider NMR Group is found to
have engaged in activities constituting money laundering
under any applicable law, rule, or regulation concerning
money laundering;
(iii) any past or present member, director, officer or employee
of the Wider NMR Group or any person for whom any such person
may be liable or responsible, is or has engaged in any conduct
which would violate applicable economic sanctions or dealt
with, made any investments in, made any funds or assets available
to or received any funds or assets from:
(a) any government, entity or individual in respect of which
US, UK or European Union persons, or persons operating
in those territories, are prohibited from engaging in
activities or doing business, or from receiving or making
available funds or economic resources, by US, UK or European
Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets
Control, or HMRC; or
(b) any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the United
States, the United Kingdom, the European Union or any
of its member states, save that this shall not apply if
and to the extent that it is or would be unenforceable
by reason of breach of any applicable blocking law;
(iv) any past or present member, director, officer or employee
of the Wider NMR Group or any person for whom any such person
may be liable or responsible:
(a) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations;
(b) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable
export controls, including but not limited to the Export
Administration Regulations administered and enforced by
the U.S. Department of Commerce or the International Traffic
in Arms Regulations administered and enforced by the U.S.
Department of State;
(c) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including
but not limited to any law, rule, or regulation concerning
false imprisonment, torture or other cruel and unusual
punishment, or child labour; or
(d) is debarred or otherwise rendered ineligible to bid for
or to perform contracts for or with any government, governmental
instrumentality, or international organization or found
to have violated any applicable law, rule, or regulation
concerning government contracting or public procurement;
(v) any member of the Wider NMR Group is or has been engaged
in any transaction which would cause ABF to be in breach
of any law or regulation upon its Acquisition of NMR, including
but not limited to the economic sanctions of the United States
Office of Foreign Assets Control, or HMRC, or any other relevant
government authority.
Part B
Waiver and Invocation of the Conditions
1 Subject to the requirements of the Panel and in accordance
with the Code, ABF reserves the right in its sole discretion
to waive in whole or in part, all or any of the conditions
set out in Part A above, except Conditions 2(i), 3(i) and
4(i) which cannot be waived. If any of the Conditions 2(ii),
3(ii) or 4(ii) are not satisfied by the relevant deadline
specified in the relevant Condition, ABF shall make an
announcement by 8.00 a.m. on the Business Day following
such deadline confirming whether it has invoked the relevant
Condition, waived the relevant deadlines or agreed with
NMR to extend the relevant deadline.
2 Under Rule 13.5(a) of the Code and subject to paragraph
3 below, ABF may only invoke a Condition so as to cause
the Acquisition not to proceed, to lapse or to be withdrawn
with the consent of the Panel. The Panel will normally
only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance
to ABF in the context of the Acquisition. This will be
judged by reference to the facts of each case at the time
that the relevant circumstances arise. Conditions 2(i),
3(i) and 4(i), and, if applicable, any acceptance condition
if the Acquisition is implemented by means of a Takeover
Offer, are not subject to this provision of the Code.
3 If the Panel requires ABF to make a mandatory offer for
NMR Shares under the provisions of Rule 9 of the Code,
ABF may make such alterations to the Conditions and the
terms of the Acquisition as are necessary to comply with
the provisions of that Rule.
Implementation by way of Takeover Offer
4 Subject to obtaining the consent of the Panel, ABF reserves
the right to elect to implement the Acquisition by way
of a Takeover Offer as an alternative to the Scheme.
5 In such event, such Takeover Offer will be implemented
on the same terms and conditions and conditions so far
as applicable, as those which would apply to the Scheme
(subject to appropriate amendments, and an acceptance condition
set at up to 90% of the NMR Shares to which the Takeover
Offer relates (or, with the consent of the Panel, such
lower percentage provided that if the Takeover Offer became
or was declared unconditional in all respects, it would
result in ABF holding NMR Shares carrying greater than
50% of the voting rights in NMR)). Further, if sufficient
acceptances of such Takeover Offer are received and/or
sufficient NMR Shares are otherwise acquired, it is the
intention of ABF to apply the provisions of the Companies
Act to acquire compulsorily any outstanding NMR Shares
to which such Takeover Offer relates.
Certain further terms of the Acquisition
6 NMR Shares will be acquired by ABF fully paid and free
from all liens, charges, encumbrances and other third party
rights of any nature whatsoever and together with all rights
attaching to them at the Effective Date, including the
right to receive and retain all dividends and distributions
(if any) declared, made or paid after the Acquisition becomes
Effective.
7 If, on or after the date of this announcement and prior
to the Effective Date, any dividend, distribution or other
return of value is declared, made or paid by NMR or becomes
payable in respect of the NMR Shares, ABF reserves the
right to reduce the consideration payable for each NMR
Share under the terms of the Acquisition by the amount
per NMR Share of such dividend or distribution, or other
return of value, in which case any reference in this announcement
to the consideration payable under the terms of the Acquisition
will be deemed to be a reference to the consideration as
so reduced. In such circumstances, NMR Shareholders would
be entitled to retain any such dividend, distribution or
return of value. Any exercise by ABF of its rights referred
to in this paragraph 7 shall be the subject of an announcement
and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the Acquisition.
8 To the extent that any such dividend or other distribution
and/or other return of capital announced, declared, paid
or made is: (a) transferred pursuant to the Acquisition
on a basis which entitles ABF to receive the dividend or
other distribution and to retain it; or (b) cancelled,
then in either case the consideration payable in respect
of the Acquisition will not be subject to change and shall
not be reduced in accordance with paragraph 7.
9 The Acquisition will be subject, among other things, to
the Conditions and certain further terms which are set
out in this Appendix 1 and to the full terms and conditions
which will be set out in the Scheme Document and such further
terms as may be required to comply with the Aquis Rules
and the provisions of the Code.
10 Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any
other Condition.
11 The Scheme will not become Effective unless the Conditions
have been fulfilled or (if capable of waiver) waived or,
where appropriate determined by ABF to be or remain satisfied
by 11.59 p.m. (London time) on the Long Stop Date.
12 This announcement and any rights or liabilities arising
hereunder are, and the Acquisition, the Scheme, and any
proxies will be, governed by English law and will be subject
to the jurisdiction of the courts of England and Wales.
The Scheme will be subject to the applicable requirements
of the Code, the Panel, the FCA, Acquis, and the Acquis
Rules.
Appendix 2
BASES AND SOURCES
In this announcement:
1 As at the close of business on 05 June 2023, being the last Business
Day prior to this announcement, NMR had in issue 21,239,702 NMR
Shares.
2 Unless otherwise stated, all prices and Closing Prices of NMR
Shares are closing middle market quotations derived from the
website of Aquis.
3 The fully diluted share capital of NMR (being 22,316,226 NMR
Shares) is calculated on the basis of:
-- the number of issued NMR Shares referred to in paragraph
1 above; and
-- 1,076,524 NMR Shares which may be issued on or after
the date of this announcement on the exercise of options
or vesting of awards granted or agreed to be granted
under the NMR Share Schemes.
4 Certain figures contained in this announcement have been subject
to rounding adjustments.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings from the NMR Directors
The NMR Directors holding NMR Shares have each given irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting (and, if
the Acquisition is subsequently structured as a Takeover Offer, to
accept the Takeover Offer) in respect of the following NMR
Shares:
Name of NMR Director Number of NMR Shares Percentage of the
issued NMR Shares
Andy Warne 176,252 0.83%
--------------------- -------------------
Dr James Andrews 4,189 0.02%
--------------------- -------------------
Mark Frankcom 61,385 0.29%
--------------------- -------------------
Trevor Lloyd 42,966 0.20%
--------------------- -------------------
Total 284,792 1.34%
--------------------- -------------------
These irrevocable undertakings cease to be binding if:
1 the Scheme Document has not been posted within 28 days
of the date of issue of this announcement (or within such
longer period as ABF, with the consent of the Panel, determines);
2 the Panel consents to ABF not proceeding with the Acquisition;
3 the Scheme lapses or is withdrawn in accordance with its
terms, or the Scheme does not become effective on or before
the Long Stop Date (other than in circumstances where ABF
has, prior to such date, elected to exercise its right
to proceed by way of a Takeover Offer and announced the
same in accordance with the requirements of paragraph 8
of Appendix 7 to the Code);
4 any competing offer for the issued and to be issued ordinary
share capital of NMR is made which is declared wholly unconditional
(if implemented by way of a Takeover Offer) or otherwise
becomes effective (if implemented by way of a Scheme);
or
5 ABF announces (with the consent of the Panel) that it does
not intend to make or proceed with the Acquisition and
no new, revised or replacement Takeover Offer or Scheme
is announced in accordance with Rule 2.7 of the Code at
the same time.
Irrevocable undertakings from certain NMR Shareholders
The following NMR Shareholders have each given irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting (and, if
the Acquisition is subsequently structured as a Takeover Offer, to
accept the Takeover Offer) in respect of the following NMR
Shares:
Name of NMR Shareholder Number of NMR Shares Percentage of the
issued NMR Shares
High Street Partners,
Ltd 2,974,783 14.01%
--------------------- -------------------
Working Capital Partners,
Ltd 3,335,217 15.70%
--------------------- -------------------
Custodial Capital Management
Limited 1,524,964 7.18%
--------------------- -------------------
ICM Investment Management
Limited 117,370 0.55%
--------------------- -------------------
Livestock Improvement
Corporation Limited 4,000,000(1) 18.83%
--------------------- -------------------
Genus plc 2,120,000 9.98%
--------------------- -------------------
Total 14,072,334 66.25%
--------------------- -------------------
(1) In addition, ABF has received an undertaking from Livestock
Improvement Corporation Limited to act on a reasonable endeavours
basis to vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, in the event
that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of the Takeover Offer) in respect of
194,880 NMR shares (representing, in aggregate, approximately 0.92%
of the NMR Shares in issue on the Last Practicable Date).
These irrevocable undertakings cease to be binding if:
1 the Scheme Document has not been posted within 28 days
of the date of issue of this announcement (or within such
longer period as ABF, with the consent of the Panel, determines);
2 the Panel consents to ABF not proceeding with the Acquisition;
3 the Scheme lapses or is withdrawn in accordance with its
terms, or the Scheme does not become effective on or before
the Long Stop Date (other than in circumstances where ABF
has, prior to such date, elected to exercise its right
to proceed by way of a Takeover Offer and announced the
same in accordance with the requirements of paragraph 8
of Appendix 7 to the Code);
4 ABF announces (with the consent of the Panel) that it does
not intend to make or proceed with the Acquisition and
no new, revised or replacement Takeover Offer or Scheme
is announced in accordance with Rule 2.7 of the Code at
the same time; or
5 a competing offer to acquire NMR is announced, however
structured, under which the value of the consideration
payable to NMR Shareholders for each NMR Share represents
at least 10% or more than that payable pursuant to the
Acquisition.
Appendix 4
DEFINITIONS
"AB Agri" AB Agri Limited, a company incorporated in England
and Wales with registered number 00193800
"ABF" Associated British Foods plc, a company incorporated
in England and Wales with registered number 293262
"ABF Board " or the board of directors of ABF as at the date of this
"ABF Directors" announcement or, where the context so requires, the
board of directors of ABF from time to time
"ABF Group" ABF and any of its direct or indirect subsidiaries
and subsidiary undertakings
"Acquisition" the proposed recommended acquisition to be made by
ABF pursuant to which AB Agri will acquire the entire
issued and to be issued ordinary share capital of
NMR to be effected by means of the Scheme (or, if
ABF so elects and subject to the consent of the Panel,
a Takeover Offer) on the terms and subject to the
conditions set out in this announcement and to be
set out in the Scheme Document
"Appendices" the appendices to this announcement
"AQSE Growth the multilateral trading facility operated by Aquis
Market" that is registered as an SME Growth Market in accordance
with article 33 of MiFID
"Aquis" Aquis Stock Exchange Limited, a recognised investment
exchange under section 290 of FSMA
"Aquis Rules" the AQSE Growth Market Apex Rulebook, which sets
out the admission requirements and continuing obligations
of companies seeking admission to, and whose shares
are admitted to trading on, the Apex Segment of the
AQSE Growth Market
"Briefing Paper" a briefing paper prepared in accordance with the
CMA's "Guidance on the CMA's Mergers Intelligence
Function (CMA56 Revised)" (or any updated or revised
guidance as may be issued from time to time)
"Business Day" a day (other than a Saturday, Sunday, public or bank
holiday) on which banks are generally open for business
in London
"Canaccord Canaccord Genuity Limited, which is authorised and
Genuity" regulated by the FCA
"Closing Price" the closing middle market quotation for an NMR Share
at the close of business on the day to which such
price relates, as derived from Bloomberg
"CMA" the UK Competition and Markets Authority, being the
independent body which conducts inquiries into mergers,
markets and the regulation of the major regulated
industries in the United Kingdom (or any successor
body or bodies carrying out the same functions in
the United Kingdom from time to time)
"Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 2006, as amended from time to time
"Confidentiality the confidentiality agreement between AB Agri and
Agreement" NMR relating to the Acquisition, as described in
paragraph 12 of this announcement
"Co-operation the agreement dated on or about the date of this
Agreement" announcement between ABF and NMR, as described in
paragraph 12 of this announcement
"Conditions" the conditions to the implementation of the Acquisition
(including the Scheme) as set out in Appendix 1 of
this announcement and to be set out in the Scheme
Document
"Court" the High Court of Justice of England and Wales
"Court Meeting" the meeting or meetings of the Scheme Shareholders
(or of any class or classes thereof) to be convened
by order of the Court pursuant to section 896 of
the Companies Act, notice of which will be set out
in the Scheme Document, for the purpose of considering
and, if thought fit, approving the Scheme (with or
without amendment), including any adjournment, postponement
or reconvening thereof
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001/3755) in respect
of which Euroclear UK & International Limited is
the Operator (as defined in such Regulations) in
accordance with which securities may be held and
transferred in uncertificated form
"Dealing has the meaning given to it in Rule 8 of the Code
Disclosure" containing details of dealings in interests in relevant
securities of a party to an offer
"Disclosed" (a) matters fairly
disclosed in the
information
made available to ABF
(or its respective
officers, employees,
agents or advisers
in their capacity as
such) in the data
room established by
NMR for the purposes
of the Acquisition
(b) information fairly
disclosed in writing
by or on behalf of NMR
to ABF (or its
respective
officers, employees,
agents or advisers
in their capacity as
such) prior to the
date of this
announcement;
(c) information included
in the annual report
and accounts of the
NMR Group for the
financial
year ended 30 June
2022 or the interim
results of the NMR
Group for the six
months
ended 31 December
2022;
(d) information disclosed in a public
announcement
to an RIS made by or on behalf of
NMR prior
to the date of this announcement;
or
(e) information disclosed
in this announcement
"Disclosure the disclosure table on the Panel's website at www.thetakeoverpanel.org.uk
Table"
"Effective" in the context of the Acquisition:
(a) if the Acquisition is
implemented by way
of the Scheme, the
Scheme having become
effective in accordance
with its terms,
upon the delivery of the
Scheme Court Order
to the Registrar of
Companies for
registration;
or
(b) if the Acquisition is implemented by way
of a Takeover Offer, the Takeover Offer
having been declared or become
unconditional
in accordance with the requirements of
the Code
"Effective Date" the date upon which the Acquisition becomes or is
declared Effective
"Excluded any NMR Shares (i) beneficially owned by ABF or any
Shares" member of the ABF Group; or (ii) held in treasury
by NMR in each case, immediately prior to the Scheme
Record Time
"FCA" the Financial Conduct Authority of the United Kingdom,
acting in its capacity as the competent authority
for the purposes of FSMA
"Forms of Proxy" the forms of proxy in connection with each of the
Court Meeting and the General Meeting, which will
accompany the Scheme Document
"FSMA" the Financial Services and Markets Act 2000, as amended
"General the general meeting of NMR to be convened in connection
Meeting" with the Scheme to consider and, if thought fit,
approve the Resolutions (with or without amendment),
notice of which will be set out in the Scheme Document,
including any adjournment, postponement or reconvening
thereof
"Last Accounts 30 June 2022
Date"
"Last 05 June 2023 (being the last Business Day prior to
Practicable the date of this announcement)
Date"
"Long Stop Date" 29 February 2024 or such later date (if any) as ABF
and NMR may, with the consent of the Panel, agree
and (if required) the Court may allow
"Market Abuse the UK version of Regulation (EU) No 596/2014 which
Regulation" forms part of the UK domestic law by virtue of the
European Union (Withdrawal) Act 2018
"MiFID" Directive 2014/65/EU of the European Parliament and
of the Council of 15 May 2014 on markets in financial
instruments and amending by the European Parliament
and Council Directive of 9 December 2002 on insurance
mediation (No 2002/92/EC) and the Directive 2011/61/EU
of the European Parliament and of the Council of
8 June 2011 on Alternative Investment Fund Managers
and amending Directives 2003/41/EC and 2009/65/EC
and Regulations (EC) No 1060/2009 and (EU) No 1095/2010
"NMR" National Milk Records plc, a company incorporated
in England and Wales with registered number 03331929
"NMR Articles" the articles of association of NMR from time to time
"NMR Board" or the board of NMR as at the date of this announcement
"NMR Directors" or, where the context so requires, the board of directors
of NMR from time to time
"NMR Group" NMR and its subsidiary undertakings and, where the
context permits, each of them
"NMR all holders of NMR Shares from time to time
Shareholders"
"NMR Shares" the ordinary shares of 0.25 pence each in the capital
of NMR and includes:
(a) the existing and unconditionally allotted or issued
and fully paid (or credited as fully paid) ordinary
shares of 0.25 pence each in the capital of NMR
(b) any further ordinary shares of 0.25 pence each
in the capital of NMR which are unconditionally
allotted or issued and fully paid (or credited
as fully paid) before the date on which the Scheme
becomes Effective (or such earlier date or dates
as ABF may, subject to the Code, determine); and
(c) any NMR Shares held as treasury shares that are
transferred out of treasury before the Scheme
becomes Effective (or such earlier date or dates
as ABF may, subject to the Code, determine)
"NMR Share (a) the National Milk Records plc Executive Plan
Schemes"
(b) the National Milk Records plc Bonus Plan;
(c) the National Milk Records plc Approved Share Option
Plan;
(d) the National Milk Records plc Unapproved Share
Option Plan; and
(e) the National Milk Records plc SIP
"offer period" has the meaning given to it in the Code
"Offer Price" 215 pence per NMR Share
"Opening an announcement in accordance with Rule 8 of the
Position Code containing details of interests or short positions
Disclosure" in, or rights to subscribe for, any relevant securities
of a party to the offer if the person concerned has
such a position
"Panel" the UK Panel on Takeovers and Mergers
"Phase 1 an investigation by the CMA to decide whether to
Investigation" make a Phase 2 Reference
"Phase 2 the reference of the Acquisition in accordance with
Reference" sections 22 or 33 of the Enterprise Act 2002 to the
chair of the CMA for the constitution of a group
under Schedule 4 to the Enterprise and Regulatory
Reform Act 2013
"Registrar of the Registrar of Companies in England and Wales
Companies"
"Resolutions" the resolution(s) to be proposed at the General Meeting
necessary to implement the Scheme, including, without
limitation, a resolution to amend the NMR Articles
by the adoption and inclusion of a new article under
which any NMR Shares issued or transferred after
the Scheme Record Time (other than to ABF and/or
its nominees) shall be automatically transferred
to ABF (or as it may direct) (and, where applicable,
for consideration to be paid to the transferee or
to the original recipient of the NMR Shares so transferred
or issued) on the same terms as the Acquisition (other
than terms as to timings and formalities)
"Restricted any jurisdiction where local laws or regulations
Jurisdiction" may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the
Acquisition is sent or made available to NMR Shareholders
in that jurisdiction
"RIS" a service approved by the London Stock Exchange for
the distribution to the public of announcements and
included within the list maintained on the London
Stock Exchange's website
"Rothschild & N.M. Rothschild & Sons Limited
Co"
"Scheme" the scheme of arrangement proposed to be made under
Part 26 of the Companies Act between NMR and the
Scheme Shareholders, with or subject to any modification,
addition or condition approved or imposed by the
Court and agreed to by NMR and ABF
"Scheme Court the hearing of the Court to sanction the Scheme pursuant
Hearing" to Section 899 of the Companies Act and any adjournment,
postponement or reconvening thereof
"Scheme Court the order of the Court sanctioning the Scheme under
Order" section 899 of Part 26 of the Companies Act
"Scheme the document to be sent to NMR Shareholders containing
Document" and setting out, among other things, the full terms
and conditions of the Scheme and containing the notices
convening the Court Meeting and General Meeting
"Scheme Record the time and date to be specified as such in the
Time" Scheme Document, expected to be 6.00 p.m. on the
Business Day immediately prior to the Effective Date
(or such other time as NMR and ABF may agree)
"Scheme the holders of Scheme Shares
Shareholders"
"Scheme Shares" NMR Shares:
(a) in issue as at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document
and prior to the Voting Record Time; and
(c) (if any) issued on or after the Voting Record
Time and before the Scheme Record Time, either
on terms that the original or any subsequent holders
thereof shall be bound by the Scheme or in respect
of which the holders thereof shall have agreed
in writing to be bound by the Scheme,
in each case, and where the context requires, which
remain in issue at the Scheme Record Time but excluding
the Excluded Shares
"SEC" the US Securities and Exchange Commission
"Takeover Offer" if (subject to the consent of the Panel) ABF elects
to effect the Acquisition by way of a takeover offer
(as defined in Chapter 3 of Part 28 of the Companies
Act), the offer to be made by or on behalf of ABF
to acquire the issued and to be issued ordinary share
capital of NMR on the terms and subject to the conditions
to be set out in the related offer document (and,
where the context admits, any subsequent revision,
variation, extension or renewal of such offer)
"Third Party" any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental
or investigative body, court, trade agency, association,
institution, any entity owned or controlled by any
relevant government or state, or any other body or
person whatsoever in any jurisdiction
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"US" or "United the United States of America, its territories and
States" possessions, any state of the United States of America
and the District of Columbia
"US Exchange the United States Securities Exchange Act of 1934,
Act" as amended
"Voting Record 6.30 p.m. on the day which is two days (excluding
Time" any part of a day that is not a Business Day) before
the date of the Court Meeting or, if the Court Meeting
is adjourned, 6.30 p.m. on the day which is two days
(excluding any part of a day that is not a Business
Day) before the date of such adjourned meeting
"Wider ABF ABF and its subsidiary undertakings, associated undertakings
Group" and any other undertaking in which ABF and/or such
undertakings (aggregating their interests) have a
significant interest and for these purposes "subsidiary
undertaking" and "undertaking" have the meanings
given by the Companies Act 2006, "associated undertaking"
has the meaning given by paragraph 19 of Schedule
6 to the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than
paragraph 19(1)(b) of Schedule 6 to those regulations
which shall be excluded for this purpose, and "significant
interest" means a direct or indirect interest in
20% or more of the total voting rights conferred
by the equity share capital (as defined in section
548 of the Companies Act 2006)
"Wider NMR NMR and its subsidiary undertakings, associated undertakings
Group" and any other undertaking in which NMR and/or such
undertakings (aggregating their interests) have a
significant interest and for these purposes "subsidiary
undertaking" and "undertaking" have the meanings
given by the Companies Act 2006, "associated undertaking"
has the meaning given by paragraph 19 of Schedule
6 to the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than
paragraph 19(1)(b) of Schedule 6 to those regulations
which shall be excluded for this purpose, and "significant
interest" means a direct or indirect interest in
20% or more of the total voting rights conferred
by the equity share capital (as defined in section
548 of the Companies Act 2006)
"GBP" or "GBP" pounds sterling or pence, the lawful currency of
or "pence" or the United Kingdom
"p"
For the purposes of this announcement, associated undertaking, parent
undertaking, subsidiary undertaking and undertaking have the respective
meanings given thereto by the Companies Act.
References to an enactment include references to that enactment as
amended, replaced, consolidated or re-enacted by or under any other
enactment before or after the date of this document.
All the times referred to in this announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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END
ACQUPUUUQUPWUGQ
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June 06, 2023 02:00 ET (06:00 GMT)
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