TIDMLTC TIDMTTM
RNS Number : 2888Z
Latchways PLC
16 September 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 September 2015
Recommended Cash Acquisition
of
Latchways plc ("Latchways")
by
MSA UK Holdings Limited ("Bidco")
(an indirect wholly-owned subsidiary of MSA Safety Incorporated
("MSA"))
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Publication and Posting of Scheme Document
On 1 September 2015, the Boards of MSA and Latchways announced
that they had reached agreement on the terms of a unanimously
recommended cash acquisition pursuant to which Bidco will acquire
the entire issued and to be issued ordinary share capital of
Latchways (the "Acquisition"). As outlined in that announcement,
the Acquisition is to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Accordingly, Latchways announces that it is today posting to
Latchways Shareholders a scheme document relating to the
Acquisition (the "Scheme Document"), together with the associated
Forms of Proxy. The Scheme Document sets out, among other things,
the full terms and conditions of the Scheme, an explanatory
statement, notices of the required meetings, a timetable of
principal events and details of the action to be taken by Latchways
Shareholders.
As further detailed in the Scheme Document, to become effective,
the Scheme will require, among other things, the approval of Scheme
Shareholders at the Court Meeting and the passing of the Special
Resolution at the General Meeting, and then the approval of the
Court. Notices convening the Court Meeting and the General Meeting,
commencing at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as
the Court Meeting is concluded or adjourned), respectively, on 9
October 2015 at the offices of Squire Patton Boggs (UK) LLP, 7
Devonshire Square, London EC2M 4YH, are contained in the Scheme
Document.
The Scheme Document will also be available, subject to certain
restrictions, on Latchways' website www.latchways.com and on MSA's
website at www.msasafety.com. A copy of the Scheme Document will
also be submitted to the National Storage Mechanism, where it will
be available for inspection at www.morningstar.co.uk/uk/NSM.
Subject to approval at the relevant meetings, Court approval and
the satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become effective on or
around 23 October 2015.
The expected timetable of principal events is attached as an
Appendix to this announcement.
Holders of Latchways Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
All references to time in this announcement are to London time.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document.
Information for Latchways Shareholders
A shareholder helpline is available for Latchways Shareholders.
If you have any questions about this announcement, the Scheme, the
Court Meeting or the General Meeting, or are in any doubt as to how
to complete the Forms of Proxy, please call Equiniti Limited
("Latchways' Registrars"), the receiving agent for the Acquisition,
on 0871 384 2050 (from within the UK) or on +44 121 415 0259 (from
outside of the UK). Calls to the UK telephone number above are
charged at 10 pence per minute plus your phone company's access
charge. Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday
(excluding English and Welsh public holidays). Calls to the
helpline from outside the UK will be charged at the applicable
international rate. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored
for security and training purposes. Please note that Equiniti
Limited cannot provide legal, tax or financial advice or advice on
the merits of the Acquisition.
Enquiries:
Bidco and MSA:
Kenneth Krause, Vice President, Strategic Finance and Treasurer Tel: +1 724 741 8534
Lazard:
(Financial Adviser to Bidco and MSA)
Mark McMaster Tel: +44 207 187 2000
Jean Greene
Richard Shaw
Eugene Schreider
Latchways:
David Hearson Tel: +44 138 073 2700
Rex Orton
Rothschild:
(Financial Adviser to Latchways)
Paul Simpson Tel: +44 121 600 5252
John Byrne
N+1 Singer:
(Corporate Broker to Latchways)
Shaun Dobson Tel: +44 207 496 3000
Alex Wright
IFC Advisory:
(Public Relations Adviser to Latchways)
Graham Herring Tel: +44 203 053 8671
Tim Metcalfe
Important notices
Rothschild, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively as financial adviser to Latchways and for no one else
in connection with the Acquisition and the subject matter of this
announcement and will not be responsible to anyone other than
Latchways for providing the protections afforded to its clients or
for providing advice in connection with the Acquisition or the
subject matter of this announcement.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as corporate broker to Latchways and no one else in connection with
the Acquisition and the subject matter of this announcement and
will not be responsible to anyone other than Latchways for
providing the protections afforded to its clients or for providing
advice in connection with the Acquisition or the subject matter of
this announcement.
Lazard, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as
financial adviser to Bidco and MSA and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Bidco and MSA for providing the protections afforded to
clients of Lazard, nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.
Neither Lazard 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 Lazard in connection with this
announcement, any statement contained herein or otherwise.
Overseas jurisdictions
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 requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Latchways Shares in respect of the Scheme at the
Meetings or to execute and deliver Forms of Proxy appointing
another to vote at the Meetings on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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.
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
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors
The Acquisition relates to the shares of an English company that
is not registered under US Securities Exchange Act of 1934 (the "US
Exchange Act") and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements in the United States tender offer and proxy
solicitation rules under the Exchange Act. Financial information
included (or incorporated by reference) in this announcement and
the Scheme Document in relation to Latchways has been or will have
been prepared in accordance with accounting standards applicable in
the United Kingdom that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance
(MORE TO FOLLOW) Dow Jones Newswires
September 16, 2015 10:30 ET (14:30 GMT)
with generally accepted accounting principles in the United
States. It may be difficult for US holders of Latchways Shares to
enforce their rights and any claim arising out of US federal laws,
since Latchways and certain affiliates of MSA are located in a
non-US jurisdiction and some or all of their officers and directors
may be resident in a non-US jurisdiction. US holders of Latchways
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement. If
Bidco exercises its right to implement the Acquisition by way of a
Takeover Offer, such offer will be made in compliance with
applicable US laws and regulations.
Provision of certain information
Please be aware that addresses, electronic addresses and certain
other information provided by Latchways Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Latchways may be provided to MSA and/or Bidco
during the Offer Period as required under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.12(c) of the Takeover
Code.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 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 securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover 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 securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
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 or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover 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.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Latchways' website at
www.latchways.com and on MSA's website at www.msasafety.com.
Neither the content of the websites nor the content of any other
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
Requesting hard copy documents
You may request a hard copy of this announcement (and any
information incorporated into it by reference to another source) by
contacting the company secretary of Latchways during business hours
on Tel: +44 1380 732 700 or by submitting a request in writing to
the company secretary of Latchways at Hopton Park, Devizes,
Wiltshire, SN10 2JP, United Kingdom. Your attention is drawn to the
fact that a hard copy of this Announcement will not be sent to you
unless so requested. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme
Event Time and/or date
Publication and posting of the Scheme Document 16 September 2015
Latest time for receipt of Forms of Proxy
for:
Court Meeting (BLUE form) 10.00 a.m. on 7 October
2015 (1)
General Meeting (WHITE form) 10.15 a.m. on 7 October
2015(1)
Voting Record Time for the Court Meeting and 6.00 p.m. on 7 October
General Meeting 2015(2)
Court Meeting 10.00 a.m. on 9 October
2015
General Meeting 10.15 a.m. on 9 October
2015(3)
Last day of dealings in, and for registration 15 October 2015(4)
of transfers
and disablement in CREST of, Latchways Shares
Scheme Record Time 6.00 p.m. on 15 October
2015(4)
Dealings in Latchways Shares suspended 7.30 a.m. on 16 October
2015
Scheme Court Hearing (to sanction the Scheme) 16 October 2015(4)
Expected Effective Date of the Scheme 23 October 2015(4)
Cancellation of listing and admission to trading 26 October 2015(4)
of, and cessation of dealings in, Latchways
Shares
Latest date of despatch of cheques in respect 6 November 2015(5)
of Scheme Shares held in certificated form
and the cash consideration payable to Scheme
Shares held in uncertificated form
Long Stop Date, being the date by which the 1 February 2016
Scheme must be implemented
(1) If the BLUE Form of Proxy for the Court Meeting is not
received by Equiniti Limited, the receiving agent for the
Acquisition and Latchways' Registrars, by 10.00 a.m. on 7 October
2015 or, if the Court Meeting is adjourned, not later than 48 hours
before the time fixed for the holding of the adjourned meeting, it
may be handed to the Chairman at the Court Meeting or Latchways'
Registrars at any time before the taking of the poll and still be
valid. However, the WHITE Form of Proxy for the General Meeting
must be received by Equiniti Limited by 10.15 a.m. on 7 October
2015 in order for it to be valid or, if the General Meeting is
adjourned, not later than 48 hours before the time fixed for the
holding of the adjourned meeting. WHITE Forms of Proxy may NOT be
handed to the Chairman of the General Meeting or Latchways'
Registrars.
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.00 p.m. on the day prior to the day immediately before the date
fixed for the adjourned meeting.
(3) The General Meeting will commence at 10.15 a.m. on 9 October
2015 or, if later, as soon thereafter as the Court Meeting has been
concluded or adjourned.
(MORE TO FOLLOW) Dow Jones Newswires
September 16, 2015 10:30 ET (14:30 GMT)
Latchways (LSE:LTC)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Latchways (LSE:LTC)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
