TIDMLCT
RNS Number : 7023E
Lincat Group PLC
11 April 2011
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction.
11 April 2011
Recommended cash acquisition of Lincat Group plc by
Middleby Holding UK Ltd
(a wholly-owned subsidiary of The Middleby Corporation)
Publication and posting of Scheme Document
On 23 March 2011, The Middleby Corporation ("Middleby")
announced that it had agreed with the board of Lincat Group plc
("Lincat") the terms of a recommended cash acquisition of the
entire issued and to be issued ordinary share capital of Lincat by
Middleby Holding UK Ltd ("Bidco"), a wholly-owned subsidiary of
Middleby (the "Acquisition"). The Acquisition is to be implemented
by way of a Court sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme").
Lincat is today publishing and posting a circular (the "Scheme
Document") to the shareholders of Lincat (the "Lincat
Shareholders") and, for information only, to holders of Lincat
Share Awards (as such term is defined in the Scheme Document). The
Scheme Document contains, among other things, the full terms and
conditions of the Scheme and an explanatory statement (in
compliance with Section 897 of the Companies Act 2006), together
with the action to be taken by Lincat Shareholders.
Notices of the Court Meeting and General Meeting
Notices of the Court Meeting and the General Meeting are set out
in the Scheme Document. Both the Court Meeting and the General
Meeting will be held on Thursday 5 May 2011 at the offices of
Eversheds LLP, One Wood Street, London EC2V 7WS, with the Court
Meeting to commence at 11.00 am and the General Meeting to commence
at 11.15 am (or as soon thereafter as the Court Meeting shall have
been concluded or adjourned).
Timetable
The Scheme Document also contains an expected timetable of
principal events relating to the Scheme. As set out in that
timetable, subject to the satisfaction or waiver of the Conditions
to which the Scheme is subject, it is currently expected that the
Scheme will become effective on Friday 27 May 2011. If any of the
expected dates set out in the timetable change, Lincat will give
notice of the change by issuing an announcement to a Regulatory
Information Service.
Amendments to Lincat's articles
In connection with the Scheme, certain amendments are proposed
to be made to Lincat's articles of association. The amended
articles of association (the "New Articles") will be considered at
the General Meeting.
The Scheme Document and the New Articles will be available for
inspection during normal business hours at the offices of Eversheds
LLP, One Wood Street, London EC2V 7WS and at the registered office
of Lincat, Whisby Road, Lincoln LN6 3QZ and will also be available
to view and download on the Lincat home page
(www.lincatgroup.co.uk)
All references in this announcement are to London time.
Unless the context otherwise requires, terms defined in the
announcement released on 23 March 2011 in relation to the
Acquisition have the same meaning in this announcement.
Enquiries:
Middleby Tel: +1 847 429 7744
Timothy FitzGerald (Chief Financial Officer)
Lincat Tel: 01522 875555
Paul Bouscarle (Chief Executive)
Terry Storey (Finance Director)
KPMG Corporate Finance Tel: 0161 246 4548
(financial adviser to Middleby and Bidco)
Chris Belsham
Livingstone Partners (financial adviser to Lincat) Tel: 0207 484 4700
Phillip McCreanor
If the Scheme becomes Effective, it will be binding on all
Scheme Shareholders irrespective of whether or not they attended or
voted and, if they voted, whether they voted for or against the
Scheme at the Court Meeting or the General Resolution at the
General Meeting.
KPMG Corporate Finance, a division of KPMG LLP which is
authorised and regulated by the FSA for investment business
activities, is acting for Middleby and Bidco as financial adviser
in relation to the Acquisition and is not acting for any other
person in relation to the Acquisition. KPMG Corporate Finance will
not be responsible to anyone other than Middleby and Bidco for
providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any
offer or arrangements referred to herein.
Livingstone Partners LLP, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively as financial
adviser to Lincat in connection with the Acquisition and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Lincat for providing the protections afforded
to clients of Livingstone Partners LLP nor for giving advice in
relation to the Acquisition or any matter or arrangement referred
to in this announcement.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively as corporate
broker to Lincat and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Lincat
for providing the protections afforded to clients of Cenkos
Securities plc nor for providing advice in relation to the
Acquisition or any other matter or arrangement referred to in this
announcement.
This announcement does not constitute an invitation or offer to
sell, purchase or subscribe for any securities or the solicitation
of any vote for approval of the Acquisition in any jurisdiction.
Any response in relation to the Acquisition should be made solely
on the basis of the information contained in the Scheme Document,
which contains the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition.
Lincat Shareholders are advised to read carefully the Scheme
Document and other formal documentation in relation to the
Acquisition once it has been dispatched.No person should construe
the contents of this announcement as legal, financial or tax advice
and any interested person should consult their own advisers in
connection with the matters contained herein.
The availability of the Acquisition or the distribution of this
announcement to persons who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are located. Persons who are not so resident should inform
themselves of, and observe, any applicable requirements in those
jurisdictions. This announcement has been prepared for the purposes
of complying with English law, the Code and the AIM Rules. As a
result, information disclosed herein may not be the same as that
which would have been disclosed in accordance with the laws and
regulations of jurisdictions outside of England.
Bidco reserves the right to elect (with the consent of the
Panel) to implement the Acquisition by means of an Offer. In such
event, the Offer will be implemented on substantially the same
terms, subject to appropriate amendments, as those which would
apply to the Scheme. If the Acquisition is implemented by means of
an Offer, it will be made in accordance with the requirements of
applicable laws, including US securities laws, to the extent
applicable.
Forward-looking Statements
This announcement, oral statements made regarding the
Acquisition and other information published by Middleby, Bidco or
Lincat may contain certain statements that are or may be
forward-looking. These statements are based on the current
expectations of the management of Middleby, Bidco and/or Lincat (as
applicable) and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may
include statements about the expected effects of the Acquisition,
the expected timing and scope of the Acquisition, anticipated
earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, potential disposals
and other strategic options and all other statements in this
announcement other than historical facts. Forward-looking
statements include, without limitation, statements that typically
contain words such as: "will", "may", "should", "could",
"continue", "believes", "expects", "intends", "estimates",
"anticipates", "aims", "targets", "plans" and "forecasts" or words
of similar import. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond the
ability of the person making the statement to control or estimate
precisely, such as future market conditions and the behaviour of
other market participants. Other unknown or unpredictable factors
could also cause actual results to differ materially from those in
the forward looking statements. Therefore undue reliance should not
be placed on such statements as a prediction of actual results.
None of Middleby, Bidco or Lincat undertakes any obligation to
update these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required
pursuant to applicable law.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th)
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 20 7638
0129.
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be available free of charge on Lincat's website
at www.lincatgroup.co.uk by no later than 12.00 Noon (London time)
on 12 April 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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